Application to be a dealer
This book is made at Be Good Health and Beauty Co., Ltd. 44/173 Soi Kubon 41, Sam Wa West Subdistrict, Khlong Sam Wa District, Bangkok 10510 Between B Good Health and Beauty Company Limited. Corporate registration number at 0105563111279 located at 44/173 Soi Khubon 41, Samwa West Subdistrict, Khlong Sam Wa District, Bangkok 10510 hereinafter referred to as the “Company” of the first part.
with residency at - hereinafter referred to as “Dealer” on the other side
Both parties agree to enter into a contract. As the following message
where
(a) Be Good Health and Beauty Co., Ltd. (the “Company”) is a manufacturer, importer and distributor of beauty products. Skin care cosmetics and dietary supplements under the trademark B Plus (B-Plus+)
(b) (“Dealer”) is a person who wishes to apply to be a distributor of products under the B Plus trademark (B-Plus+) of the Company.
(c) The Company and its distributors wish to enter into contracts to develop business opportunities in marketing, distribution and licensing of intellectual property rights. within the Kingdom of Thailand as specified in this contract
Both parties agree to enter into a contract. As the following message
Article 1 Definition
Unless otherwise stated or otherwise defined in this contract. Give the following words or statements: have the following meanings
definition
“Representative” means all directors, officers, employees, agents, consultants, persons under control. or supervise Affiliates and shall include directors, officers, employees, agents, consultants, persons under the control or supervision of the Affiliates. of each contracting party
“Confidential Information” means any message and information which conveys the meaning, stories, facts which the parties and/or their representatives have made or obtained in connection with and in connection with the performance of this contract whether made or received before or after the date of the signing of this Agreement; Written, visual, oral, knowledge, planning, rules, product, model, product sample, ingredient, raw material, product description. commercial design electronic data Information relating to specific expertise Intellectual property, business plans, trade secrets business strategy The dealer's customer information includes copies, reports, memorandums, contracts, entering into contracts. or anything of the same nature that is commercially useful information that must be kept confidential to prevent it from becoming known
“Intellectual Property” means all rights of any nature, including inventions, patents, petty patents, copyrights, designs, trademarks. trade name service mark Know How trade secrets and other intellectual property rights both registered and unregistered both in the country and abroad
“Product” means the products of the Company. Under the trademark B Plus (B-Plus+) “Distributor Appointment” means an important document in writing issued by B Good Health and Beauty Co., Ltd. setting number. and details of distributors of products under the brand name B Plus (B-Plus+) “Customer” means the customer of the dealer.
“Designated Territory” means the Kingdom of Thailand.
Article 2 Objectives of the Contract
2.1 The company requests to appoint a distributor and dealers have been appointed to be the distributors of the company's products In making such appointment, the Company hereby grants a non-exclusive right. (Non-exclusive Dealer) to dealers to market and distribute products Details are in the attachment of the contract no. 1
2.2 The company requires dealers to open a shop for business. According to the channels and methods specified by the company in the attachment to the contract number 2 only if the dealer wants to change the details of the location and distribution method The written consent of the company is required.
2.3 The Company owns the intellectual property rights. whether it is a trademark service mark trade name Copyright management system Any other marks, Goodville, descriptive words, information, formulas, any systems and/or related intellectual property used in the business and the company agrees to grant the rights without limitation (Non-exclusive Licensing Agreement) in doing business for dealers Details are provided in attachment No. 3, which the dealer agrees to utilize under the terms and conditions of this contract.
2.4 The Company and its distributors wish to enter into contracts to develop business opportunities in marketing, advertising, distribution. Promotion of product distribution and licensing of intellectual property rights within the Kingdom of Thailand In addition, if the contracting party has a concept with the intention in the same direction to develop the business potential of the contracting parties to be more than the scope of this contract Both parties may agree in writing of the will of the Intent together.
Article 3 Term of Contract
3.1 This contract is for a period of 1 (one) year from the date of this contract.
3.2 At the expiration of the term of this contract And either party does not have a notice of termination of the contract, both parties agree to This contract is automatically renewed. It is valid for a period of 1 (one) year, subject to all terms and conditions set forth in this contract.
Article 4 Duties and Responsibilities of the Company
4.1 For the benefit of business opportunity development The company will provide a plan to promote the sale of products. or support marketing plans for the sale of products under this contract The company will issue an announcement and/or make a memorandum of agreement to define the details. start and end time about the promotion of sales of products to dealers on a case-by-case basis
Article 5 Duties and Responsibilities of Distributors
5.1 The Distributor accepts and agrees to abide by the Company's Distributor Code of Conduct. As announced by the Company at present, including which will be strictly updated in the future, details in attachment No. 4.
5.2 The Distributor agrees to appoint at least 1 (one) person to be the liaison with the company for the duration of this contract. If there is a change in such person The dealer will notify the Company in advance in writing.
5.3 Dealers will use their best efforts with the standards of professionals in the same profession for marketing. promote support and product distribution, negotiation, contact, coordination with the customer as stipulated in this contract
5.4 Dealers know that Right to be a distributor of the company that is an individual right which will sell, distribute, transfer or bring the right to be a distributor to another person to be the right holder instead. or cannot enter the business for a period of time on his behalf Either in whole or in part Unless the written consent of the Company has been obtained.
5.5 The Distributor agrees that being a Distributor of the Company does not in any way make you an employee, agent, or attorney acting on behalf of the Company. as a representative or the company's attorney or show that you are authorized to act in relation to the products and products of the Company by any means
5.6 The Distributor acknowledges and knows that the Company has the right, in its sole discretion, to refuse, refrain, change, add or reduce products of a certain type of company or of any kind to distributors at any time
Article 6 Dealer's Order
6.1 The dealer must submit a written purchase order. by specifying to order products through the system in the company's website The dealer will follow the order system process completely and correctly and confirm the order. for the company to review the order further
6.2 The Company shall promptly verify the correctness of each order received from the Distributor. and the company will notify the dealer as follows:
6.2.1 Agree to accept the purchase order or reject the purchase order within 2 (two) days from the date of receiving the order from the dealer.
6.2.2 Notify distributors of the delivery date and/or delivery details in writing.
6.3 When the Company agrees to accept the purchase order The dealer is prohibited from making changes. or cancel the order for such products unless the parties agree otherwise The dealer must pay for all the products to the company within 2 (two) days from the date the company has notified the company to accept the purchase order to the dealer.
6.4 Sales of products according to each dealer's order The Company will inform the distributor of details about the delivery of the goods from time to time until the number of units of the goods are sold. In the notice of delivery details, the price, type, type, list of products will be specified. Number of units, product number, or do any other actions related to products to know for sure. The company will inform the dealer about the delivery details at least 2 (two) days before delivery.
6.5 The company determines to announce the price of the product. of the company that is currently used as well as that will be updated in the future Attachment to Contract No. 5
Article 7 Representations and Guarantees
7.1 From the date of this contract onwards Each party hereby certifies and confirms that
7.1.1 Each party is a person or/and legal entity established by law. There is an establishment as a source and has the power to enter into and sign this Agreement completely and lawfully and any action of each party under this contract is not contrary to the document establishing a juristic person
7.1.2 Entering into this Agreement or performance of obligations under this contract shall not infringe or result in contrary to or contrary to the provisions of applicable laws and regulations, judgments, rulings or orders or decrees of any applicable government agency;
7.2. The dealer acknowledges that the Company does not have a return policy. But the company gives a third party who is a dealer's customer has the right to return the product due to damage within 7 (seven) days from the date the third party who is the dealer's customer receives the product. Requests for return of goods must be accompanied by video evidence while opening the packaging as evidence proving that it is a fault caused by the company or a defect of the product.
Article 8 Confidential Information
8.1 The dealer must keep confidential information in a safe place or premises. and appropriate measures shall be taken to maintain the security of confidential information in order to prevent it from being easily known or accessed by the general public. Including not disclosing confidential information to any person or organization without prior consent from the Company. The details of such confidential information must be prevented from being disclosed, copied or used without permission.
8.2 The Distributor will not use any Confidential Information or any part thereof for any purpose other than this Agreement. and will not disclose such confidential information details to any person other than representatives and/or employees. Servants under their command as well as to ensure that the representatives and/or employees of the attendant strictly comply with the rules and conditions of confidentiality and will determine the right to access confidential information as necessary and appropriate to the position
8.3 When this contract is terminated under any circumstances or upon request from the Company The dealer must return the objects, data, publications, summaries, records, electronic data. details and all copies of the said list in which the details of the Confidential Information appear to be immediately returned to the Company and obligations to keep confidential information under this contract shall remain in force for a period of 5 (five) years from the date of termination of this Agreement.
Article 9 Intellectual Property
9.1 The Company grants the right to use the Company's logo and trademark. to dealers for use on the website Digital publications, brochures, advertisements, announcements, memos prospectus or other communication channels permitted by the company only and used for distribution purposes Marketing and publicizing the products under this contract Provided that the distributor does not publish, use, advertise or conduct any that could damage the gospel Trademark, goodwill, or company reputation
9.2 The dealer may not use the name, product image, trade name, symbol, mark, seal, image or trademark of the Company. or bring the list of directors Executives to make claims to take any action that violates the objectives or policies of the company. or used in a way that may confuse or mislead the public that it is carried out by the Company or its directors; or it is the company, director or executive who has witnessed, approved, granted or given consent is strictly prohibited.
9.3 The company has the exclusive right to work or media. Whether it is literature, music, fine arts, dramatic works, works related to audiovisual materials sound recording broadcasting work The dealer is entitled to such work only with the written consent of the Company. The consent letter will determine the format, method and scope for allowing the dealer to use the license. To communicate with third parties or to market under this contract only.
9.4 The Company shall not be liable in the event of any claim, allegation, litigation. or violations as stated therein due to the following cases:
9.4.1 any liability or error arising from the Dealer, modify, modify work related to intellectual property without the written consent of the Company
9.4.2 any other thing to accompany or combine with intellectual property or products under this contract without the consent of the company
Article 10 breach of contract in material terms
10.1 The dealer must distribute the Company's products. according to the requirements set by the company Including having to sell products in the channels that the company has specified or allowed only The dealer accepts and knows that The company considers the criteria in this article as important. If the distributor makes a mistake because they sell any products or products of the company other than the mentioned channels. must be liable to pay the fine to the company in the amount of 1,000,000 (one million) baht per time to the Company
10.2 The dealer acknowledges that the company has established a product inspection system that will be able to check which dealer is the recipient of any product If the Company detects any violations under this Agreement Regarding the sale of goods at a price lower than that specified in Clause 6.5 or having the product sold through other channels that are not permitted by the Company under Clause 2.2, the Company shall immediately cancel being a distributor. and including suspending benefits all at once The dealer welcomes the company to a monetary fine based on the total amount of the merchandise the dealer receives from the inspection referring to the dealer's purchase.
10.3 The dealer acknowledges that the company has the right to suspend and terminate all benefits immediately, and the Company shall not be liable or under any circumstances responsible for the sale of the Products in violation of material breaches or breaches of the Distributor's Code of Conduct. serious The dealer will not make any claims. about such benefits from the company anymore. In addition, if damage occurs from the violation The dealer agrees to be liable for collection costs, consulting fees, and litigation costs. Execution fee including expenses Attorney's fees arising from all claims or proceedings including statutory interest from that
10.4 If the dealer resigns or has been canceled as a distributor The sale of the Company's products is strictly prohibited and any comments are prohibited. to products under the company's trademark including prohibiting any comments to the Company company director company employee in all media channels
10.5 Reseller's duties in respect of confidentiality pursuant to Section 8 and Intellectual Property Section 9 Reseller acknowledges and acknowledges that the Company treats it as the essence of the contract.
Article 11 Force Majeure
11.1 In the event that either party is unable to perform any of the contracts or unable to comply with the period specified in this contract due to force majeure or any other reason which is not a fault or was not caused by negligence of performing duties or corruption or negligence Must notify in writing at the first practicable opportunity and prove to the other party that the aforesaid event actually occurred.
Article 12 Termination of Contract
12.1 The parties agree in writing to terminate this Agreement.
12.2 Either party has the right to terminate this Agreement before the expiration of the period specified in Article 3 by giving written notice to the other party at least 30 (thirty) days prior to the date of resulting in termination of the contract
12.3 If the dealer breaches any of the contracts Let the company notify in writing with a time limit together for the dealer to correct the remedy. If the dealer continues to ignore or fail to complete the remedy within the time period specified by the Company according to the written notice The company has the right to terminate the contract.
12.4 If one or more cases occur As stated below, the Company has the right to terminate this Agreement immediately by written notice.
12.4.1 The dealer is insolvent. or becomes bankrupt or has a final judgment, shall be liable to criminal penalties, any criminal cases or cases arising from an offense arising from the use of checks.
12.4.2 The dealer breaches the contract as a material offense.
12.4.3 The dealer acts in violation. Code of Conduct Rules for Being The company's merchandise dealers in a serious misrepresentation.
12.4.4 The dealer acts without the Company's prior consent in accordance with the terms and conditions of this contract.
Article 13 Effect of Termination of Contract
13.1 When this contract is terminated for any reason Both parties agree to proceed as follows:
13.1.1 The dealer shall cease to exercise his/her right to do business under this Agreement, cease to use the Intellectual Property, Marks and Systems permitted to use under this Agreement.
13.1.2 The dealer must remove any signs or symbols that appear, intellectual property images, marks, both affixed inside and outside of the store as specified. As detailed in 2.2, immediately in the event that the dealer fails to comply, the dealer agrees to allow the company and/or its representative to have the right to enter the dealer's shop to dismantle and destroy the sign by the dealer. surrender Claims for damages and will not be held liable to the company including representatives of employees, employees and service providers The company, whether it is a civil case Criminal cases or any other cases
13.1.3 The Distributor agrees to pay all outstanding payments to the Company within 45 (forty-five) days from the date of termination of this Agreement.
13.1.4 The Distributor agrees to the Company to return all merchandise under its trademarks at a rate of 10 (ten) percent of the retail price of each item. The dealer will complete the return of the product to the Company within 7 (seven) days.
13.1.5 The dealer must deliver sales materials, manuals, confidential information. Any documents and other information in written form or in electronic form obtained from the licensor of this Agreement to the Company within 7 (seven) days from the date of termination of this Agreement.
13.1.6 termination of this contract for any reason will not affect the rights and obligations of the parties incurred prior to the date of termination of the contract Including the party that did not commit the offense has the right to claim damages that should have from the offending party.
13.2 If the contract is terminated by reason of breach of contract under clause 10 or by reason of termination under clause 12.3 or clause 12.4, the dealer is liable. More as follows
13.2.1 The company has the right to claim damages against the dealer and/or the co-worker, which causes the breach of the contract until it damages the company Claim the use of assets from any special gratuity or/and reward which the Distributor receives from the Company, including withholding, termination of any pledge About rights previously granted to dealers
Article 14 Miscellaneous Chapters
14.1 This contract cannot be altered orally. but must be made in writing signed by both parties
14.2 In the event that it later appears that any part of this Agreement is invalid uncontrollable Violation of the law, regulations or voiding, the incomplete or void portion of the contract shall be deemed to be lost in part. The said contract does not affect the validity of the contract in other parts.
14.3 If at any time the contractual message or any document in which the contract is referred to as a text or document that is void, unlawful, incomplete or unenforceable in any way under the law, the remaining provisions, as the case may be, remain lawful complete and enforceable by law and not impaired by void unlawful, incomplete or unenforceable of the text or document under the contract or such document
14.4 All correspondences, notices or any other letters to be sent to the other party whether sent by registered mail. Or have someone bring it to deliver themselves. If sent to the place specified above in this contract. or in the case of moving the office If sent to a place that has been notified to the other party in advance whether there is a recipient or not shall be deemed to have been duly sent to that party and even if unable to deliver because the said location has changed or has been demolished by the parties that did not notify the change Or demolish it in writing to the other party is good. It shall be deemed that that party has duly received such notice or notice.
14.5 This Agreement is governed by and construed in accordance with Thai law.
