Reseller Agreement

This agreement is between Retail Smart Group Pty Ltd (ABN 49 658 892 105), trading as Earths Water ("Company", "we", "us"), and the business we have approved as an Earths Water Authorised Reseller ("Reseller", "you").

It starts on the date we confirm your approval in writing and applies to every order you place with us.

1. Definitions

1.1 "Approved Claims Sheet" means our current written list of approved product claims, with their required wording, qualifiers and disclosures, as updated by us from time to time.

1.2 "Authorised Channels" means the websites, marketplaces and physical stores we approve in writing for you to sell through.

1.3 "Customers" means end users who buy the Products from you for their own use and not for resale.

1.4 "Products" means the Earths Water products we agree to supply to you, as listed in our current wholesale price list.

1.5 "Territory" means the country or countries we approve in writing. If none are stated, the Territory is Australia.

1.6 "Trademarks" means EARTHS WATER and all other trademarks, logos and get-up we use in connection with the Products, whether registered or not.

2. Appointment

2.1 Appointment. We appoint you as a non-exclusive, non-transferable Earths Water Authorised Reseller of the Products to Customers in the Territory, through the Authorised Channels.

2.2 Non-exclusive. We may appoint other resellers and distributors, and sell the Products ourselves, anywhere, including in the Territory.

2.3 Relationship. You buy and resell the Products on your own account. You are not our agent, partner, franchisee or employee, and cannot bind us.

2.4 Your obligations.

2.4.1 You will only sell the Products through the Authorised Channels, and only to Customers in the Territory. Selling outside the Territory, or to anyone who is not a Customer, requires our written approval.

2.4.2 You will list each Product with its correct product name, SKU and barcode.

2.4.3 You will promote the Products professionally, using the images, descriptions and Brand Materials we supply.

2.4.4 You will buy the Products only from us or a distributor we have authorised in writing.

2.4.5 You will not sell counterfeit, imitation, or grey-market Earths Water products, and will not substitute any other product, including a non-genuine cartridge, for a Product a Customer has ordered.

2.4.6 You will not open, repackage, modify or alter the Products or their packaging, labels, instructions, serial numbers or batch codes.

2.4.7 You will store and handle the Products as we reasonably direct, including keeping them dry and away from direct heat.

2.4.8 You will comply with our reasonable policies and brand guidelines as notified to you in writing.

2.4.9 You will comply with all laws that apply to marketing, selling, storing and delivering the Products in the Territory, including consumer, product safety, labelling, advertising and privacy laws.

2.4.10 You are the seller to your Customers. You are responsible to them for their consumer rights, returns and refunds under the law and your own policies.

2.4.11 You will tell us promptly in writing of any complaint, claim, injury, safety concern or regulator enquiry about a Product, and cooperate with us in dealing with it.

2.4.12 You will provide competent customer service to your Customers, including first-line help with setup and use, before referring a technical question to us.

2.4.13 You will not bid on our Trademarks or misspellings of them in paid search or social advertising, or use them in any domain name, social handle or business name, without our written approval.

2.4.14 Reseller agrees to make only such representations as to quality, capacity, performance, and related matters with respect to the Products as shall periodically be specified in writing by Company and shall provide no warranties, either express or implied except for Company’s standard warranties.

2.4.15 For the purposes of clause 2.4.14, our Approved Claims Sheet is our written specification of permitted representations. You will use only its exact wording, including every qualifier and disclosure, and will change or remove any listing, advertisement or content that does not comply within 48 hours of our request.

2.4.16 You will give us sell-through and stock-on-hand data for the Products on reasonable request, in a format we reasonably require.

2.4.17 You will cooperate with any product recall, safety notice or regulator requirement relating to the Products, including by stopping sales and contacting your Customers where we ask.

2.5 Our obligations.

2.5.1 We will supply you with Product images, descriptions, instructions, the Approved Claims Sheet and reasonable product training.

2.5.2 We will give you reasonable technical support for questions you cannot resolve.

2.5.3 We will tell you promptly of any recall or safety issue affecting Products we have supplied to you.

3. Orders, pricing and payment

3.1 Orders. You order by purchase order or through our wholesale ordering channel. An order is accepted when we confirm it or dispatch it.

3.2 Prices. Prices are as set out in our wholesale price list current at the date we accept your order. We may change the price list with 30 days' written notice. Accepted orders keep their price.

3.3 Your resale prices. You set your own resale prices. Any retail price we publish is a recommendation only.

3.4 Payment. You pay on the terms set out in your account approval. If none are stated, payment is due before dispatch. We may suspend supply while any amount is overdue.

3.5 Minimum order and freight. Minimum order quantities and freight charges are as set out in our wholesale price list.

3.6 Delivery and risk. Risk in the Products passes to you on delivery to your nominated address or your carrier.

3.7 Ownership. Ownership of the Products passes to you only when we have received payment in full for them. Until then you hold them for us, keep them separate and identifiable, and we may enter your premises to recover them if payment is overdue. You may resell them in the ordinary course of business before then.

3.8 Security interest. You acknowledge that clause 3.7 creates a security interest under the Personal Property Securities Act 2009 (Cth), which we may register. You waive your right to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of that Act, and agree that sections 125, 142 and 143 do not apply, to the extent the law allows.

3.9 Damaged or incorrect deliveries. You must tell us of any shortage, damage or incorrect item within 5 business days of delivery, with photos.

4. Warranty

4.1 Products are covered by our standard 12-Month Warranty, which you must pass on to your Customers without adding to or changing it.

4.2 Where a Customer's warranty or consumer guarantee claim is caused by a defect in a Product we supplied, we will replace the Product or credit you its wholesale price, on return of the Product or evidence we reasonably require.

4.3 Nothing in this agreement excludes any right you have that cannot lawfully be excluded, including any right to be indemnified by us as the manufacturer or importer under the Australian Consumer Law.

4.4 Subject to clause 4.3, we give no warranty other than those in this agreement and our standard warranty.

5. Trademarks

5.1 We give you a non-exclusive, non-transferable licence to use the Trademarks and Brand Materials in the Territory only to promote and sell the Products under this agreement.

5.2 Your use must follow our brand guidelines. You must stop any use we reasonably object to.

5.3 All goodwill from your use belongs to us. You will not register or use any trademark, domain name or social handle that includes or resembles our Trademarks.

6. Confidentiality

6.1 You will keep confidential our pricing, terms, sales data, business plans and any other non-public information we give you, and use it only for this agreement.

6.2 You may disclose it to your professional advisers under a duty of confidence, or where the law requires, in which case you will tell us first where the law allows.

7. Term and ending the agreement

7.1 This agreement continues until ended under this section.

7.2 Either of us may end it by giving 30 days' written notice.

7.3 We may end it immediately by written notice if you breach clauses 2.4.1, 2.4.4, 2.4.5, 2.4.13, 2.4.14 or 2.4.15, fail to pay an overdue amount within 14 days of a reminder, or become insolvent.

7.4 When it ends:

(a) you must stop describing yourself as an Earths Water Authorised Reseller and remove our Trademarks and Brand Materials from your channels within 14 days;

(b) orders already accepted will be fulfilled, unless we ended the agreement under clause 7.3;

(c) you may sell your remaining stock of Products for 3 months, in compliance with this agreement, or we may choose to buy it back at the price you paid us, less freight;

(d) amounts owing by either of us remain payable.

8. Liability

8.1 Each of us is responsible for loss the other suffers because of its breach of this agreement, its negligence, or its breach of the law.

8.2 You are responsible for claims made against us arising from your breach of clauses 2.4.14 or 2.4.15, representations you make about the Products that are not on the Approved Claims Sheet, or your dealings with your Customers.

8.3 Neither of us is liable for loss of profit, revenue or opportunity, or for indirect loss.

8.4 Subject to clause 4.3, our total liability under this agreement in any 12 months is limited to the amounts you paid us for Products in that period.

8.5 Nothing in this agreement excludes liability that cannot lawfully be excluded.

9. General

9.1 Changes. We may change this agreement by giving you 30 days' written notice. If you do not agree, you may end it under clause 7.2 before the change takes effect.

9.2 Governing law. This agreement is governed by the law of Victoria, Australia. Each of us submits to the non-exclusive jurisdiction of the courts of Victoria.

9.3 Disputes. Before starting proceedings, each of us will try to resolve a dispute in good faith for 30 days after written notice, except where urgent court relief is needed.

9.4 Notices are given by email to the address each of us last provided.

9.5 Assignment. You may not transfer this agreement without our written consent. We may transfer it to a business that takes over the relevant part of our business.

9.6 Entire agreement. This agreement, your account approval, our wholesale price list, the Approved Claims Sheet and accepted orders are the entire agreement between us. Your purchase order terms do not apply.

9.7 Severance. If any part is unenforceable, it is severed and the rest continues.

9.8 Waiver. A delay in enforcing a right is not a waiver of it.

9.9 Contact: support@earthswater.com