I.- Contractual Party. “Party” is defined according to the following requirements: prior to that web platform sales accessibility, Party shall already be appointed from TOSKANI as Supplier, Collaborator (phase one), otherwise Distributor (phase two) in basis to accepted Contract conditions, and that Agreement shall be in force under its stipulations that governs the effectiveness of the Contract. Therefore, access keys and user rights in that platform sales are valid and effective if and only if the mentioned Contract has previous full effects.
II.- User Rights. Under the Rules framework of the 1st Condition of the document, Party, as user in that platform sales, has no additional rights and authorizations, than the originally written stipulated in the Collaboratorship or Distributorship Contract.
III.- Security Conditions. Party, as user in that platform sales, shall the integrity of the security responsibility in the matter of its computer equipment and Internet system. No security casualty or loss could be reverberated to TOSKANI, due to the fact Party in appointed to secure conveniently its own facilities.
IV.- Owner of the Platform Sales. TOSKANI is the owner of that Platform as a result of its ownership of web e.g. https://www.toskanicosmetics.com/, https://shop.toskani.com/en/, and similar URL referred to its trademark.
V.-Structure of the Platform Sales. Structure of that Platform Sales (that General Conditions, the Duration of that gadget, any improvement or amendment, and as well its design, an so on) could be modified and even cancelled, in any time and only from unilateral TOSKANI decision.
VI.- Access keys. It is forbidden that Party informs or transfer, independently to the means or reason, its Platform Sales Access keys, to third Parties, unless Party and Toskani agree in written and unambiguous terms, with no exception in that written and unambiguous requirement, that it is possible that Third Party special access. Any non-recommended or incorrect use of that Platform, with the Access keys of third Parties unauthorized, is automatically reverberated to the Party which access keys are used for that utilization. As a consequence, all damages and losses generated would be responsibility of that identified Party.
VII.- Contractual conditions. TOSKANI remits and refers for that Platform to the Contractual Conditions of that General Contractual Conditions, to the previously consented Agreement with the Party, in senses that all those stipulation content could be compatible or at least not contradictory to the normal and frequent use of that Platform.
VIII.- Goods catalogue and Stock. TOSKANI, under contractual stipulations and in basis to the Party forecast orders, has the Platform Sales Products and the ordinary and reasonable Stocks to supply it.
IX.- Ex Factory. The procedure in the Order and Supply of Goods is settled EX FACTORY. Party shall bear all risks of loss or damage of the Products until those Products have been delivered.
X.- Packaging and Labelling. The marking of the Products shall ensure the availability and completeness of the information about the Products.
Products shall be manufactured, packaged and marked in accordance with all laws of Spain and European Union, that is, in the case that Territory is not within the UE Region, a regulatory level in principle higher or at least comparable than in the Territory.
In case that there is any special requirement, Party shall inform about and on its imperative reality, to adequate both Parties that requirement to the concerned Product.
Additional to the previous items, Party bears the cost and shall have the final responsibility for the packaging in its Territory, according to its special requirements, and labeling of the Products, including correct translation of its content, trademarks, selection of artwork to be used on the boxes and bottles and in compliance with labeling requirements for boxes and bottles.
X.- Positive obligations of Party. Party shall:
1.- Use its reasonable commercial endeavors to resell the Goods throughout the Territory according to this agreement.
2.- Pay in advance the ordered Products price and, if it is the case, its accessory amounts (according to other Agreements or commitments).
3.- Employ a sufficient number of suitably qualified personnel to fulfill its obligations under this agreement and give them and adequate training.
4.- Advertise into the Territory about the Products.
5.- Research and develop information about prospective customers for the Products as is appropriate in aid of its sales efforts, including obtaining customer feedback about the Products when it is ordinary available.
6.- Ensure the accuracy of each order given and of obtaining any necessary import licenses, paying customs duties, taxes and charges, complying with any applicable and in force regulations depending on importation and sales of the Goods into the Territory, and obtaining any authorization by the corresponding regional Health Authorities and established in the Instructions of Use and product labelling, and, finally, inform, if appropriate, to corresponding administrative Authorities about its commercial activities and plans in the Territory.
7- Prepare presentation materials, on request, for Semester business review and attend these.
8.- Registry the Goods according to the stipulated, including registry in favor to TOSKANI and erase the registry, if any, in favor to the DISTRIBUTOR, at the end of the Contract and always at first TOSKANI requirement.
9.- Provide and defray copies of brochures, catalogues, manuals and other marketing materials used by the DISTRIBUTOR in relation to the Goods, always under the direction of TOSKANI.
10.- Keep full and proper books of account and records showing clearly all enquiries, quotations, transactions and proceedings relating to the Goods, and allow the TOSKANI, on reasonable notice, access to its accounts and records relating to the Goods for the purpose of inspection.
11.- Inform to TOSKANI about its estimation of supply in the future trimesters and in the next year.
12.- Provide on a monthly basis with a report, in such form as TOSKANI may reasonably require, of all sales of the Goods that it has made in the preceding month.
13.- Accept partial delivery of Goods from TOSKANI, if there is fair reason for that non-total delivery of Goods. In that case, Party shall accept the delivery of the remaining Goods in the next Order.
14.- Attend all the related formation proposals from TOSKANI. At least, DISTRIBUTOR shall be present in one Formation per year, in principle in the city of Barcelona.
XI.- Negative obligations (to abstain from certain acts) of Party. Party shall not:
1.- Obtain any of the Goods (or any Goods which compete with the Goods) from any person other than SUPPLIER.
2.- Sell any Product in Internet without written, signed, and previous authorization from SUPPLIER.
3.- Be concerned, either directly or indirectly, in the manufacture or distribution in the Territory of any Goods which compete with any of the before defined Products. If it corresponds, for so long as the appointment of DISTRIBUTOR remains exclusive, DISTRIBUTOR shall resell only the Product. Both Parties accept that, in any case, SUPPLIER will have the final decision on whether a product competes with the Product or not.
4.- Seek customers or establish distribution outlet for any of the Goods or otherwise actively market any of the Goods outside the Territory.
5.- Sell the Goods through any mail order or similar system (via electronic means), to customers either in or outside the Territory.
6.- Sell the original products received from TOSKANI COSMETICS from Spain without the original boxes or under another brand, or sell other products not manufactured or received from TOSKANI COSMETICS under the brand TOSKANI or in its boxes.
7.- Register the Goods disaccording to the proceeding stipulated.
8.- Party undertakes to maintain strict confidentiality regarding to any information provided by SUPPLIER referring to the product, whether clinical, technical, and economic, and so on. This information is just TOSKANI’s property.
9.- Party could not professionally collaborate with Companies or individuals appointed by TOSKANI. Limit of that clause is the non-compete law.
10.- Party could not claim compensations to SUPPLIER, except the specifically stipulated in the Contract.
XII.- Price and payment. TOSKANI shall give to Party written notice concerning any modification of list price of Products. TOSKANI has a right to increase the prices for the Products not more frequently than once every twelve months. Prices are fixed according to competitive, commercial reasons, and include any kind of possible compensation in favor to Party, according to the Contract.
Party shall settle SUPPLIER’s invoices by advanced payment, by the means settled in that Platform Sales.
XIII.- Returns.Any Products not merchantable due to, if any, quality deficiencies, packaging problems or errors committed by SUPPLIER or its suppliers, shall be, firstly, justified by documental means, to demonstrate the quality deficiencies or any mistake directly imputable to SUPPLIER, and, secondly and if justified, TOSKANI shall compensate its concerned amount of deficient Goods or with other agreed kind of compensation. The Products shall be evaluated according to the contractual procedure. In case Party observes the specified conditions, SUPPLIERshall satisfy its claim at its own expense within fifteen days from the date of the claim acceptance. Compensation is, ordinary, the refund otherwise news right products. Anyway, the compensation in products has priority independently other orders.
XIV.- Early Termination. The basic agreement among Party and TOSKANI may be early terminated unilaterally under the Contractual conditions.
XV.- Intellectual Property. TOSKANI grants to Party the right to use in the Territory in relation to the promotion, marketing and sale of the Goods SUPPLIER’s Trademarks. Therefore, Party shall observe and respect all the Intellectual Property rights of TOSKANI.
XV.- Personal data. Referred to personal data, Party shall observe all imperative rules of the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (Text with EEA relevance), even when Party has its main place of business outside the UE.
XVI.- No Agency. Nothing in this Agreement shall be deemed to constitute a partnership between the parties or to constitute either party as agent of the other for any purpose and neither party shall have any authority to bind or agreement in the name of the other or create a liability against the other in anyway.
XVII.- Governing Law, Choice and Forum. According to private international law, this Agreement shall be governed by the Spanish law of Contracts and the United Nations Convention on Contracts for the International Sale of Goods.
Parties hereto shall submit any conflict or potentially litigious issue arising from this agreement or any other legal action, including any based thereon, or as to the validity thereof, to the Ordinary Courts located in the City of Barcelona.