- Appointment
Carmién appoints the Reseller as a non-exclusive reseller of selected Carmién branded products within the following territory:
Territory: ___________________________
This Agreement does not grant exclusivity, ownership, partnership, agency or franchise rights.
- Non-Circumvention
Carmién shall, where reasonably practicable, take steps to protect customer relationships and sales channels developed by the Reseller by informing other potential resellers of customer accounts, sales channels or business opportunities that have been previously established by the Reseller and communicated to Carmién.
To qualify for such protection, the Reseller shall provide Carmién with written notification of the relevant customer, sales channel or business opportunity, including sufficient details to identify the account and the status of the engagement. Carmién shall not be liable for any approach, offer, sale or engagement by another reseller with the same customer or sales channel where Carmién had not been informed in writing of the Reseller’s prior involvement, or where such reseller independently identified, approached or engaged the customer without Carmién’s prior knowledge or involvement.
Protection of a customer account, sales channel or business opportunity shall remain in effect for a period of twelve (12) months from the date of notification, provided the Reseller continues to actively pursue the opportunity. Such protection shall lapse if no sales, meaningful commercial discussions, or demonstrable business development activities occur during that period.
- Products
Products covered under this Agreement are listed in purchase orders, quotations, product schedules, or agreed price lists issued by Carmién from time to time.
- Permitted Resale
The Reseller may market and sell Carmién branded products only within the agreed Territory and through approved sales channels.
The Reseller may not:
- sell outside the Territory without written approval;
- distribute products through unauthorised third-party marketplaces;
- alter, relabel, repack or modify products or packaging;
- make misleading or unapproved product claims.
- Use of Carmién Brand
Carmién grants the Reseller a limited, non-transferable right to use Carmién trademarks, logos, product imagery and approved marketing materials solely for resale and promotion of Carmién products.
All intellectual property rights remain the sole property of Carmién.
No modifications to logos, packaging, claims, artwork or promotional materials may be made without prior written approval.
- Regulatory Compliance
The Reseller shall comply with all applicable laws, regulations and requirements relating to the importation, distribution, labelling, marketing and sale of Carmién products within its market.
The Reseller shall be responsible for informing Carmién, at the time of placing an order, of any market-specific import, labelling, food safety, packaging or regulatory requirements applicable to the products in its market. Carmién shall not be liable for any costs, delays, penalties or non-compliance arising from requirements that were not communicated to Carmién in writing prior to order confirmation.
The Reseller shall not make or use any certification, sustainability or product claims, including but not limited to Organic, Fairtrade or Rainforest Alliance claims, unless such claims are valid for the relevant products, comply with all applicable certification requirements and have been approved in writing by Carmién.
- Forecasting
Where requested, the Reseller shall provide reasonable sales forecasts to support production and supply planning. Forecasts are indicative only and do not constitute binding purchase commitments.
- Pricing and Payment
Pricing, payment terms, currency and Incoterms shall be governed by Carmién quotations and purchase orders issued from time to time. Carmién reserves the right to revise pricing upon 3 months’ notice.
- Product Quality and Complaints
The Reseller shall store, handle and distribute Carmién products in accordance with Carmién’s guidelines and any applicable legal or regulatory requirements.
The Reseller shall promptly notify Carmién of any customer complaints, quality concerns, product defects or product-related incidents. Any such notification shall be supported by reasonable evidence, including where available, photographs, batch numbers, production codes, product descriptions and any other relevant information required to investigate the matter.
Failure to provide sufficient supporting information may limit Carmién’s ability to assess the claim and determine any appropriate corrective action.
- Term and Termination
This Agreement shall commence on the Effective Date and shall remain in force for an initial term of one (1) year. Thereafter, it may be renewed annually by mutual agreement, subject to the Reseller’s performance and continued market development activities.
Either Party may terminate this Agreement upon thirty (30) days’ written notice to the other Party.
Carmién may terminate this Agreement immediately upon written notice if the Reseller:
- Misuses or infringes Carmién’s intellectual property rights;
- Commits a material breach of this Agreement;
- Engages in conduct that damages or is likely to damage Carmién’s reputation or brand;
- Becomes insolvent, enters business rescue, liquidation or any similar proceeding;
- Fails to comply with applicable laws, regulations or industry requirements;
- Remains inactive in the market for a period of six (6) consecutive months, evidenced by the absence of meaningful sales, customer engagement or market development activities.
Upon termination, the Reseller shall immediately cease all use of Carmién trademarks, branding, marketing materials and other intellectual property, and shall discontinue representing itself as an authorised Carmién reseller with immediate effect.
- Stock Remaining Upon Termination
Upon termination or expiry of this Agreement, the Reseller shall immediately cease representing itself as an authorised Carmién reseller and discontinue use of Carmién branding and promotional materials, except as permitted during any approved sell-off period.
- Voluntary Termination or Expiry:
Where this Agreement ends other than due to Reseller breach, the Reseller may sell existing inventory for up to ___ days after termination, provided products are sold in accordance with this Agreement and remain within shelf life.
- Termination for Material Breach:
Where this Agreement is terminated due to Reseller breach, Carmién may, at its sole discretion:
- permit a sell-off period of up to ___ days; or
- require destruction of remaining inventory at the Reseller’s cost, with written proof of destruction.
No sell-off rights shall automatically apply in cases involving intellectual property misuse, regulatory breaches, unauthorised claims or conduct harmful to the Carmién brand.
- Governing Law
This Agreement shall be governed by the laws of the Republic of South Africa. Any dispute arising from this Agreement shall first be resolved through good-faith negotiations and failing resolution, by arbitration in South Africa.
- Domicilium and Notices
Each Party chooses as its domicilium citandi et executandi for all purposes arising from or in connection with this Agreement, including the giving of notices and the service of legal process, the physical address set out below, or such other address as may be notified in writing from time to time.
Any notice given in terms of this Agreement shall be in writing and shall be deemed to have been received:
- If delivered by hand, on the date of delivery;
- If sent by courier, on the third (3rd) business day after dispatch;
- If sent by email, on the date of transmission, provided no delivery failure notification is received by the sender.
Either Party may change its domicilium address or email address by giving written notice to the other Party.
