Background

Torus Pet Limited develops, manufactures and sells the Products described in the Schedule to this Agreement.

The Wholesale Partner is a wholesaler of pet or associated specialty products in the Territories of the United States, UK, Europe and other Territories from time to time. 

Torus Pet and the Wholesaler Partner have agreed that the Wholesale Partner will become an authorized wholesale client of Torus Pet for the Products in the Territory on the terms set out in this Agreement

Territory

1. The Wholesale Partner’s appointment is non-exclusive in the Territory.
2. Wholesale Partner will not market, promote, sell or distribute the Products to customers outside the Territory nor establish any branch or maintain any distribution depot or warehouse for the Products outside the Territory.

Key Commercial Terms

The Products	The Products are those available from time-to-time to the Wholesale Partner by ordering through the Torus Wholesale Ordering Portal.
Territory	The Country in which your business is owned.
Channel(s) and Restrictions	Direct to consumer via the Wholesale Partners own bricks and mortar stores and own online store. The Wholesale Partner is strictly forbidden from selling:  outside of the Territory or facilitating such sale via a third-party; on any of the following online shopping platforms: Amazon, Walmart, Ali-Express, E-Bay
Commencement Date	This Agreement commences on Date upon which Torus Pet confirms acceptance of the Wholesale Partner via the Torus Wholesale Ordering Portal
Term	The Wholesale Partner may continue to order the Products via the Torus Wholesale Ordering Portal, except that Torus Pet reserves the right in all respects to cease this Agreement immediately and without notice, for a breach of terms by the Wholesale Partner or should at its sole discretion, Torus Pet consider that it no longer wishes to continue with this Wholesale Partnership.
Exclusive or Non-exclusive	Non-exclusive
Minimum Order	In accordance with the Wholesale Ordering Portal minimum orders detailed on the portal from time-to-time.
Freight terms	Freight is charged in accordance with the details included on the Wholesale Ordering Portal from time-to-time. If not freight charge is shown then it is included in the wholesale price.
Payment to Torus Pet	All products will be paid for as part of the Product ordering process (being at Torus Wholesale Ordering Portal check-out), and in advance of dispatch or otherwise in accordance with the terms detailed on the Wholesale Ordering Portal.
Product Warranty Period	12-months from purchase by the consumer. Refer to “Warranties, indemnity and limitation of liability” below.
Price Mapping	The Wholesale Partner must adhere to price mapping rules of Torus Pet. These are specifically: Pricing at standard MSRP of each product at all times, except for: The provision of a maximum discount of up to 10% for special promotions, such discount promotions shall not run for more than 14 consecutive days and no more than 14 days in any 6-month period, or more than 28 days in any 12-month period.
Wholesale Partner Promotion of Products	The Wholesale Partner may undertake in-store or online promotions (on Wholesale Partners online store only), and may bundle Torus products on the condition that the price mapping maximum discounts are adhered to, unless otherwise agreed between the Wholesale Partner and Torus Pet in writing. All promotion of products must meet the brand specifications of Torus Pet.
Torus Pets Promotion of Products	Torus Pet will provide the Wholesale Client with promotional materials including images for web and print. Torus Pet will provide one of each product to each Wholesale Partner for promotional purposes in addition to the first order placed by the Wholesale Partner, on the condition that the initial product order includes a minimum of 10 Torus bowl units.

Pricing

1. Prices are stated on the Torus Pet Wholesale Ordering Portal and are exclusive of any taxes payable by Wholesale Partner.  Wholesale Partner shall, in addition to any price, pay tax (if any) on the price against provision by Torus Pet of a valid tax invoice.  The Wholesale Partner acknowledges that it is liable for all taxes and duties.
2. Torus Pet will not be required to provide notice of any changes in the wholesale or MSRP price of the Products and such changes will be reflected in the pricing stated on the Torus Pet Wholesale Ordering Portal.

Ordering and Invoicing

1. The Wholesale Partner may order Products at its discretion by submitting an order and completing payment online via the Torus Pet Wholesale Ordering Portal 
2. Torus Pet will fulfil orders with all reasonable dispatch from its factory warehouse. Deliveries can take around 4-6 weeks. Any delay in delivery for any given order will not be grounds for cancelling the order and there will be no liability on Torus Pet for any delay in delivery of the order, however caused. 

Payment Obligations

If Torus Pet accepts an order placed via the Torus Pet Wholesale Ordering Portal, the Wholesale Partner will pay 100% of that order at the time of ordering, prior to dispatch. Torus Pet does not extend credit unless by separate written agreement.

Wholesale Partner Selling Knowledge

Wholesale Partner shall, at its own expense, ensure that all employees or other persons engaged in the marketing, promotion, sale and distribution of the Products are suitably qualified and knowledgeable of the Products.

 

Intellectual Property Rights

1. All intellectual property and other proprietary rights in the Products (“IP Rights”) are held by Torus Pet.
2. The supply of the Products by Torus Pet to the Wholesale Partner does not confer any right or licence upon Wholesale Partner to use, exploit or otherwise utilise any such IP Rights except in accordance with and in the performance of this Agreement.
3. Wholesale Partner will not represent in any way that it has any title, right or interest to or in the IP Rights nor do anything which might be contrary to the rights or interest of Torus Pet in such IP Rights.

Warranties, indemnity and limitation of liability

1. Torus Pet warrants that the Products will be free from defects in material and workmanship for the Warranty Period set out in the Schedule from the date of purchase by the customer. 
2. If, during the Warranty Period, the Product is discovered to be faulty (subject to damage caused by fair wear and tear, willful damage or by negligence), Torus Pet will at its cost arrange for the repair or replacement of the Product.  If Torus Pet requires the faulty Product to be returned, the cost of return shall be borne by Torus Pet. 
3. To the extent permitted by law, Torus Pet disclaims all other warranties relating to the Products, whether express or implied, including any implied warranties relating to merchantability, fitness for purpose, satisfactory quality or compliance with description. 

Miscellaneous

1. Assignment - Wholesale Partner may not assign, declare itself a trustee of, create any encumbrance in respect of, or dispose of, any of its rights and interests under this Agreement except with the prior written consent of Torus Pet.
2. Governing law - This Agreement and all matters arising from it shall be governed by and construed in accordance with New Zealand law and the courts of New Zealand have non-exclusive jurisdiction in any proceedings relating to it.
3. Entire agreement - This Agreement supersedes all prior agreements, arrangements and undertakings between the parties and constitutes the entire agreement between the parties relating to the subject matter of this Agreement. 

Successors and Assigns                         

This Agreement will be binding on and be for the benefit of the parties, their successors and assigns.