THIS AGREEMENT (“AGREEMENT”) IS MADE BETWEEN ROSENDA BACK TO NATURE HEALTH AND BEAUTY PRODUCTS TRADING, ALSO KNOWN AS (“MERCHANT”), AND THE PERSON OR BUSINESS ENTITY (“VENDOR”) THAT HAS SIGNED AN ORDER FORM, QUOTATION, OR OTHER DOCUMENT FOR ORDERING OR PURCHASING THAT REFERENCES THIS AGREEMENT (“ORDER FORM”).
WHEN YOU SIGN AN ORDER FORM, VENDOR CLEARLY ACCEPTS AND AGREES TO THE TERMS OF THIS AGREEMENT AS OF THE DATE THAT IS LISTED IN THE ORDER FORM (“EFFECTIVE DATE”). IF YOU ARE SIGNING THIS AGREEMENT FOR AN ENTITY LIKE YOUR EMPLOYER, YOU CONFIRM THAT YOU HAVE THE LEGAL POWER TO BIND THAT ENTITY, AND “VENDOR” WILL MEAN THAT ENTITY. IF YOU DO NOT HAVE THIS AUTHORITY OR IF YOU DISAGREE WITH THE TERMS OF THIS AGREEMENT, DO NOT SIGN THE ORDER FORM.
1. TERM. This Agreement will start on the Effective Date and will continue until either party gives a written notice of termination at least thirty (30) days in advance (“Term”). If an order for a Product is placed that requires the Vendor to deliver a Product after the end date of the current Term, the Term will automatically extend until all obligations related to that order are completed. After that, the Agreement will end without any further action needed from either party. If there is a serious violation of the Agreement, and the party at fault is given 10 days’ written notice to fix it, the other party may terminate this Agreement for cause. If this happens, the party that did not breach the Agreement must fulfill all obligations that were due up to the termination date.
2. PRODUCT AND SALES. The Merchant has the right to offer its customers the Product(s) listed on the order form through its website www.rosendabacktonature.com. If any Product is out of stock, the Vendor must quickly inform the Merchant. The Merchant will handle all customer interactions, which includes collecting payments, shipping details, and any other necessary information to deliver the Product.
3. DATA PROTECTION. The Vendor agrees to keep customer information provided by the Merchant confidential, using at least the same level of security as it uses for its own customer data. The Vendor will not use this data for its own business purposes.
4. ORDER PROCESS. The Merchant will send orders for the Products via email to the address on the Order Form, or, if both parties agree in writing, through an acceptable automated order system or another method that they agree upon. Each order sent will include a list of the Product(s) ordered, the shipping address, the shipping method, and any other important information needed to complete the order. The Vendor will take care of all picking, packing, and shipping tasks.
5. FULFILLMENT / SHIPPING. The vendor will handle drop shipping and send out products. The cost for this service will be included in the Commission Rate found on the Order Form. The vendor must give the merchant a list of shipping choices and prices for each product. The vendor agrees to ship the products within the Fulfillment Period stated on the Order Form. If the merchant requests it, invoices will follow the format provided by the merchant. The vendor cannot add any promotional materials, catalogs, or inserts that the merchant has not approved in writing.
6. CUSTOMER SERVICE / RETURNS. The vendor will inform the merchant about its return policy for damaged or defective items and will offer the merchant the best return terms it gives to other retail channels. The merchant will be responsible for all customer communication, including questions and support. After receiving a customer claim, the merchant will inform the vendor about any damaged or defective products. If product returns are necessary, they must be sent to an address given by the vendor, which the merchant can share with its customers.
7. PAYMENT. The payment terms will match what is stated on the Order Form. The merchant will pay the vendor through the merchant’s Accounts Payable system for the products sold. Before making any payments, the vendor must provide all necessary tax and banking information to the merchant’s Accounts Payable team.
8. MARKETING. The Merchant can use the Vendor’s marketing materials, such as photos, videos, or product descriptions, to help with selling and promoting. The Vendor keeps the rights to any materials they provide and can stop any use of them. Any materials made by the Merchant will belong only to the Merchant. The Merchant can use their websites, social media, or other ways to promote Product sales.
9. TAXES. The Merchant understands that it is entirely their job to collect and pay sales taxes in the Philippines when needed, but they are not responsible for any import duties, VAT, or other similar taxes.
10. CONFIDENTIALITY. According to this Agreement, either party or its subsidiaries (“Discloser”) can share certain information with the other party (“Recipient”) that is labeled as confidential or proprietary when it is shared, or that a reasonable person would recognize as confidential or proprietary based on the situation (“Confidential Information”). Confidential Information does not include information that: (i) is or becomes widely known or available to the public without any fault from the Recipient; (ii) the Recipient already knew without restrictions before getting it from the Discloser; (iii) comes from a third party who is allowed to share it without any limits on use or disclosure; or (iv) is developed independently without using any Confidential Information from the Discloser. The Recipient will: (a) take appropriate steps to protect the Discloser’s Confidential Information, using at least the same level of care it uses to protect its own confidential information; (b) only use the Confidential Information as stated in this Agreement; (c) not share the Confidential Information with any outside parties except for its group companies, employees, agents, and third-party contractors who need to know it, and only if these parties are also bound by rules that are at least as protective as those in this Agreement; and (d) not export or share any Confidential Information in a way that breaks any export control laws. The Recipient may share the Discloser’s Confidential Information if required by law or regulation, but must give reasonable advance notice (as allowed by law) so that the Discloser can try to prevent or limit the disclosure. Both parties agree that the terms and conditions of this Agreement will not be shared with any third party; however, each party can disclose the terms and conditions of this Agreement: (1) when required by any court or government authority with proper jurisdiction; (2) as mandated by law; (3) to the legal representatives of the parties involved; (4) confidentially, to accountants, banks, and potential or actual sources of funding and their advisors; (5) to enforce this Agreement or the rights under it; (6) confidentially, in relation to a current or planned merger, acquisition, or similar deal; or (7) as agreed upon by both parties.
11. COVENANTS, REPRESENTATIONS, AND WARRANTIES OF THE PARTIES.
A. Indemnity. Each party promises to protect, defend, and keep the other party, along with its affiliates and their officers, directors, and employees, safe from any and all claims, legal actions, demands, costs, liabilities, expenses, and/or damages (including reasonable attorney fees and costs) that arise due to any breach of this Agreement by that party.
B. Authority. Both the Vendor and the Merchant assure that: (i) they have all the necessary rights and authority to enter into the Agreement for themselves; and (ii) they will follow all applicable laws, rules, and regulations that relate to their duties under the Agreement. The Vendor confirms that joining the Agreement does not interfere with any of its existing agreements and that it owns or has the rights to all products and services needed to fulfill its responsibilities.
C. Disclaimer. EXCEPT FOR THE SPECIFIC REPRESENTATIONS AND WARRANTIES MENTIONED IN THIS SECTION 14, ROSENDA BACK TO NATURE DOES NOT MAKE ANY OTHER REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY LAW), OR STATUTORY, REGARDING ANY ISSUE WHATSOEVER. ROSENDA BACK TO NATURE CLEARLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT.
12. LIMITATIONS OF LIABILITY.
A. Disclaimer of Indirect Damages. Regardless of what this agreement states, Rosenda Back to Nature will not be responsible for any indirect damages, including consequential, incidental, special, or exemplary damages related to this agreement. This includes, but is not limited to, lost profits or loss of business, even if Rosenda Back to Nature has been informed about the possibility of such damages happening.
B. Cap on Liability. Under no circumstances will the total amount Rosenda Back to Nature is liable for, in relation to this agreement (including warranty claims), exceed the total amount that the Merchant paid to the Vendor in the 12 months leading up to the claim. This applies regardless of the type of claim—whether it’s based on contract, tort, or something else—and is determined as of the date of the final judgment in any case.
C. Independent Allocations of Risk. Each part of this agreement that limits liability, disclaims warranties, or excludes damages is meant to share the risks between the parties. This risk-sharing is reflected in the prices that Rosenda Back to Nature offers to the Vendor and is a crucial part of the agreement. Each of these parts stands alone and is separate from the others in this agreement. The limitations mentioned in Sections 11 and 12 will still apply even if any limited remedy in this agreement does not achieve its main purpose.
13. ASSIGNMENT. Neither party can transfer its rights or duties under this Agreement without getting written approval from the other party first. This approval won’t be unreasonably denied or delayed. However, if a party is involved in a merger, consolidation, or if all or most of its assets or stock are purchased, then no prior approval is needed. Also, the Merchant can assign this Agreement to an affiliate without needing permission.
14. GENERAL.
A. Relationship of Parties. This Agreement does not create any partnership, joint venture, or agency relationship between the parties. It does not give either party the authority to act on behalf of the other or to create obligations for the other. The Agreement is meant only for the benefit of the parties involved and is not designed to help any outside parties.
B. Survivals. When this Agreement ends or expires, Sections 10 to 14 will still apply.
C. Force Majeure. Neither party will be responsible for any failure or delay in fulfilling its duties under this Agreement due to events that are beyond its control. This includes things like power outages, Internet service failures, riots, wars, fires, floods, earthquakes, explosions, and other natural disasters.
D. Governing Law. This Agreement will be governed by, and understood according to, the laws of the Philippines, without considering any conflicting laws that would apply a different legal system.
E. Notices. Any notice that needs to be given under this Agreement will be considered valid if it is in writing and sent by email to the address listed on the Order Form, or through certified or registered mail, or an insured courier with a return receipt requested, to the appropriate party at the address shown on the signature page of this Agreement, with the correct postage attached. Either party can change their notice address by informing the other party according to this Section. Notices are considered given two business days after they are mailed or one business day after being delivered to a courier.
F. Waiver. If either party chooses to overlook a breach of any part of this Agreement, it does not mean they will overlook any future breaches. If one party does not insist on strict adherence to any rule or obligation in this Agreement, it does not mean they lose their right to demand strict compliance in the future.
G. Severability. If any section of this Agreement is found to be illegal, unenforceable, or invalid, the other parts of this Agreement will still be valid and in effect.
H. Counterparts. This Agreement can be signed in several identical copies, even if the parties do not sign the same copy, and it will have the same effect as if they all signed one document. All copies will be treated as one agreement. This Agreement can also be signed and sent by fax, and this will hold the same value as an original document with original signatures.
I. Entire Agreement. This Agreement, along with all exhibits and any relevant Order Form, represents the complete and final understanding between the parties involved. This Agreement takes precedence over all previous spoken and written discussions about these topics, as they are all included in this document. However, this Agreement does not replace any earlier nondisclosure or similar agreements made by the parties before this one. No employee, agent, or representative of the Merchant can make any promises or claims on behalf of the Merchant unless it is specifically stated in this Agreement. No common practices or trade usages between the parties will change, interpret, add to, or modify the terms of this Agreement. Changes to this Agreement can only be made through a written document signed by an authorized representative of the party that is being held to the terms. The Merchant will not accept or be bound by any terms, conditions, or provisions that differ from or add to this Agreement (even if they would significantly change it) that the Vendor presents in any receipt, acceptance, confirmation, correspondence, or in any other way, unless the Merchant agrees to those terms in writing and it is signed by an authorized representative of the Merchant.
Signed by Merchant:
Date:
Signed by Vendor:
Date:
