Sales Agency Agreement
This Agreement is made on the date of the last signature set out below or by ticking the “I agree with the Terms and conditions of this agreement box of the Sales Agent Registration Form on www.healthybaker.co.uk website.
Subject to approval of the form by the Principal.
Upon approval, below terms and conditions set out on Sales Agency Agreement are agreed by both parties as follow ;
(1) Healthy Baker Ltd. a company incorporated in England and Wales with registered number 09463837 whose registered address is 62 Hatton Park Road, Wellingborough, Northamptonshire, NN8 5AQ (the Principal); and
(2) (the Agent).
1. These words and phrases have defined meanings:
|Agreement||this document including any amendments;|
|Effective Date||the date of signature of this Agreement;|
|Confidential Information||all confidential information (however recorded or preserved) disclosed by either party to the other party concerning the disclosing party's a) business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities; b) operations, processes, product information, know-how, designs, trade secrets or software; and c) any information developed under this Agreement;|
|Commercial Agents Regulations||The Commercial Agents (Council Directive) Regulations 1993;|
|Intellectual Property||any patent, copyright, registered design, unregistered design right, trade mark or other industrial or intellectual property owned or used by the Principal in the Territory and any current applications for any patent, design or trade mark;|
|Minimum Sales Target||the minimum sales set out in Schedule 3 or as the parties otherwise agree in writing;|
|Net Price||the price for the Products actually charged to the customer, excluding any (i) value added or other sales tax and (ii) transport, insurance charges and rebates, included in the price;|
|Products||the Products described in Schedule 1 of this Agreement and any other Products which the Principal allows the Agent to sell under this Agreement;|
|Quarter||each period of three calendar months ending on March 31, June 30, September 30 or December 31;|
|Territory||the countries or areas specified in Schedule 2;|
|Working Day||any day other than a Saturday, Sunday or public holiday in England and Wales;|
|Year||the period of 12 months from the Effective Date and each consecutive period of 12 months for the period of this Agreement.|
2. Unless the context requires a different interpretation:
a. all singular words include plural ones and vice versa;
b. all references to paragraph, sub-paragraphs, schedules or appendices are to the ones in the Agreement;
c. all references to a person includes firms, companies, government entities, trusts and partnerships;
d. the term 'including' does not exclude anything not listed;
e. all references to statutory provisions include any changes to those provisions;
f. no headings or sub-headings form part of the Agreement.
Basis of appointment
3. The Principal appoints the Agent as its non-exclusive agent to sell the Products in the Territory on the terms of this Agreement and the Agent accepts the appointment on these terms. The Principal is entitled to appoint other agents, distributors or franchisees to sell the Products in the Territory except the customers gained and registered with the Agent..
4. The Principal is entitled to sell the Products directly to customers in the Territory, rather than having to refer them to the Agent.
Duration of Agreement
5. The Agreement commences on the Effective Date and continues until either party serves a notice to end it as permitted under the Agreement.
6. The Agent must:
a. act conscientiously and in good faith, and follow all reasonable instructions to best promote and sell the Products and not allow its own interests to conflict with its duties to the Principal;
b. use its best endeavours to promote and sell the Products in the Territory with all due care and diligence.
c. refer to itself as "an agent" of the Principal in all dealings with the Products and in any associated promotional material, vehicles and premises;
d. maintain, at its own expense, appropriate premises, offices, stores, display and administration facilities and any vehicles and systems necessary to carry out its duties under this Agreement;
e. on request, give the Principal access to any books and records relevant to the Agent's activities in the Territory and send to the Principal any information and documents concerning the Agent's activities, including:
i. the previous, current and anticipated volumes of sales;
ii. the state of the market;
iii. any complaints or after sales enquires;
iv. any leads outside the Territory;
v. up to date customer lists;
vi. any outstanding payments due from customers;
vii. any individual customer details; and
viii. any policy of insurance or claims.
f. To ensure business continuity, in the three months before the Agreement ends, the Principal can appoint a successor to the Agent, introduce the successor to customers and potential customers and allow the successor to market itself as the Principal's agent.
g. Except as may be authorised by the Principal, the Agent shall not in any way incur any liabilities on behalf of the Principal or pledge the credit of the Principal.
h. The Agent must not assign, transfer, charge or deal in any manner with the Agreement or its rights under it, nor sub-contract or appoint sub-agents of any of its obligations under the Agreement, without the prior written consent of the Principal.
The Principal's obligations
7. The Principal must:
a. act dutifully and in good faith in its relations with the Agent;
b. arrange, at its own expense, the delivery of stock to the Agent's customer in such volumes as the customer requires
c. where appropriate, inform the Agent within a reasonable time of any problems about being able to meets its obligations under any contract concluded by the Agent;
d. deal with any complaint, dispute or after-sales enquiry relating to the Products raised by a customer in the Territory.
e. Update all customer activities related to Sales Agent’s customers on www.healthybaker.co.uk website for the exclusive view of the Agent including payment, order, emails and despatch information
Minimum Sales Target
8. The Parties can agree to amend the Minimum Sales Target in Schedule 3 at any time.
9. If the Agent does not reach the Minimum Sales Target, but only if (i) the failure is significant and the reasons for it are attributable to the Agent and (ii) the Principal has given the Agent 3 months written notice, the Principal can:
a. appoint another agent to promote and sell the Products in the Territory
b. remove or add Products from Schedule 1 without the permission of the Agent
10. If the Agent fails to achieve the Minimum Sales Target, the Principal can also end the Agreement under the paragraph below (termination).
Sales and marketing
11. The Agent must sell the Products at the Principal's list prices provided by the Principal and subject to any discounts or deductions the Principal allows. The Agent must:
a. do business only on the Principal's terms and conditions, attached as Schedule 4 of this Agreement, as such may be updated from time to time.
12. Unless the Principal agrees otherwise, the Agent can only make the representations, warranties or other promises about the Products contained in the Principal's literature and/or terms and conditions.
13. The Principal and Agent will agree any stock levels and target service volumes for the next Quarter, so that the Agent can meet orders and contracts from customers promptly.
14. The Principal must give the Agent reasonable notice of any changes in the prices of the Products or of its intention to extend the range or discontinue any Products.
15. The Principal must, at its own cost, provide the Agent with information on advertising and promotion and any materials, information and support reasonably needed for the Agent to carry out its duties under this Agreement. The Agent must display advertising materials and other signs provided by the Principal.
Agent's commission and payment
16. In consideration of the obligations undertaken by the Agent under this Agreement, the Principal will pay the Agent commission equal to 10% of the Net Price of all Products sold by the Agent on behalf of the Principal.
17. All sums payable under this Agreement are exclusive of any value added tax or other applicable sales tax, which will be added to the sum in question. A VAT invoice must be provided against any payment.
a. Principal self invoices and remits funds to Agent’s bank on two weekly intervals.
18. Agent has a direct online access to his account and can monitor it’s all activities with customers, view and can withdraw commissions when they are due.
19. The Agent acknowledges that the Intellectual Property in the Products and the Principal's business and goodwill are the Principal's property.
20. The Agent agrees that it:
a. can only use the Intellectual Property for the purposes of, and during the term of, this Agreement, and only as authorised by the Principal. It must not do, or fail to do, or authorise anyone else to do, anything which could invalidate the Intellectual Property; and
b. must not use its own, or any other trademarks, trade names or get-up which resemble those of the Principal; nor alter, remove, or otherwise tamper with any trademarks, trade names or get-up which would be likely to confuse or mislead the public.
21. The Agent must notify the Principal as soon as it becomes aware of any actual, threatened or suspected infringement of the Intellectual Property.
22. The Agent must, at the request and expense of the Principal, take all steps during the period of this Agreement as the Principal reasonably requires to assist in maintaining and enforcing the Intellectual Property. This may include bringing or defending any court or other legal proceedings concerning Intellectual Property matters.
23. Each party must at all times (i) keep confidential and not disclose to any person any Confidential information and (ii) only use such Confidential Information for the purposes of performing its obligations under this Agreement.
24. A party may disclose Confidential Information to its employees, officers, sub-contractors, representatives or advisers (Permitted Disclosees) who need to know such information for the purposes of carrying out the party's obligations under this Agreement. The party disclosing Confidential Information on this basis shall ensure that the Permitted Disclosees comply with the provisions of this paragraph.
25. The Principal can terminate this Agreement if the Agent fails to achieve the Minimum Sales Target set out in Schedule 3 for any given period, in which case the Principal must give written notice of termination to the Agent within 2 months' of the end of the period in question.
26. Without prejudice to any rights and remedies under this Agreement or by statute, either party can terminate this Agreement by giving the following written notice to the other party:
a. one month for the first Year;
b. two months for the second Year;
c. three months for the third Year; and
d. three months if the agreement lasts longer than three Years.
27. Either party can terminate this agreement if the other party commits a material breach of the Agreement and fails to remedy it within 30 days after being given written notice giving full particulars of the breach and requiring it to be remedied.
28. Either party can terminate this agreement by written notice to the other if:
a. that other party commits a material breach of the Agreement which is not capable of remedy; or
b. that other party, being an individual, dies or as a result of illness or incapacity becomes incapable of managing his or her own affairs; or
c. that other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
29. The Agent can terminate this Agreement if the Principal stops producing or supplying the Products.
30. Termination of this Agreement will not affect either party's accrued rights (including the rights of the Agent to be paid) as at the date of termination.
Consequences of Termination
31. Other than as set out in this Agreement, neither party will have any further obligation to the other under this Agreement upon termination.
32. Unless Regulation 18 of the Commercial Agents Regulations applies, the Agent will have the right to be indemnified as provided in Regulation 17 of those Regulations. The Agent shall have no right to any compensation under those Regulations on termination of this agreement.
33. On termination the Agent must immediately stop:
a. promoting, marketing or selling the Products;
b. describing itself as an Agent of the Principal; and
c. using any trademarks, trade names and brand names of the Principal (including on stationery, premises and vehicles).
Circumstances beyond the control of the parties
34. Neither party will be liable for any failure or delay in performing an obligation (including a delivery delay or failure) resulting from any cause beyond its reasonable control, but it must as soon as reasonably practicable notify any unaffected party who can then suspend or terminate the obligations of the Agreement on notice taking effect immediately on delivery.
35. The Agreement contains the whole agreement between the parties relating to its subject matter and supersedes all prior discussions, arrangements or agreements that might have taken place about the Agreement.
36. The Contracts (Rights of Third Parties) Act 1999 does not apply to the Agreement and no third party will have any right to enforce or rely on any provision of the Agreement.
37. Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
38. Provisions which by their intent or terms are meant to survive the termination of the Agreement will do so.
39. If any court or competent authority finds that any provision of the Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Agreement will not be affected.
40. Unless specifically provided by the parties, nothing in the Agreement will establish any partnership or joint venture between any of the parties, or mean that any party becomes the agent of another third party, nor does the Agreement authorise any party to enter into any commitments for or on behalf of any other third party.
41. Any notice (other than in legal proceedings) to be delivered under the Agreement must be in writing and delivered by pre-paid first class post to or left by hand delivery at the registered address or place of business of the notified party, or sent by email to the other party's main business email address as notified to the sending Party. Notices:
a. sent by post will be deemed to have been received, where posted from and to addresses in the United Kingdom, on the second Working Day and where posted from or to addresses outside the United Kingdom, on the tenth Working Day following the date of posting;
b. delivered by hand will be deemed to have been received at the time the notice is left at the proper address;
c. sent by email will be deemed to have been received on the next Working Day after sending.
Governing law and jurisdiction
42. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.
The Agent agreed and electronically signed this Agreement by completing the online form of Sales Agent on website www.helathybaker.co.uk by ticking the “I agree with the Terms and Condition” box of the same form
Schedule 1 The Products
Gluten Free or traditional cakes and bars and other products the Principal introduces as and when developed.
Schedule 2 Territory
The territory of the Sales Agents is not a geographical area nor a specific sector in the trade but restricted to database of the customers registered online by the agent
Schedule 3 Minimum sales targets
The minimum sales target is £500 per month and depending on the territory, can be reviewed between the Agent and the Principal.