Reseller Agreement

The parties

The Distributor, official Little Dutch Distributor in Estonia, Latvia, Lithuania and Finland (textile), company Lifestylevision OÜ validly represented by Mr. R. Kuusik, Reg. code 11202882 and VAT Number EE101948663
The Reseller, the company authorized by the Distributor for selling Little Dutch products

Terms

Acceptance of these terms is one of the prerequisites for becoming a Little Dutch Reseller. Final confirmation will be given by the Distributor.

The Reseller will do business in a manner that protects and preserves the image of the Products and the brand Little Dutch and the Distributor. The Reseller is obliged to ensure at all times that the honour and good name and the integrity of the Distributor are secured.
The Reseller acts at its own expense and risk and cannot bind the Distributor. The Reseller may present itself to third parties as a Reseller of Distributor, but shall never give the impression that it acts as an authorized representative of the Distributor.
The Reseller guarantees the correctness and completeness of the information that he provides to the Distributor in the context of the conclusion and the execution of the contract and shall always immediately inform the Distributor in writing of changes in the information that has been provided. The Distributor is not liable for claims of the Reseller and/or third parties that are the consequence of or associated with incorrect and/or incomplete information provided by the Reseller to the Distributor or the failure of the Reseller to inform the Distributor in a timely manner of changes in the information that has been provided.
The Reseller is allowed to sell Little Dutch products only in Baltic States- Estonia, Latvia and Lithuania.
The Minimum order is 300 EUR (VAT not included).
Orders are not definitive until they have been confirmed by the Distributor.
The price for an order shall be determined on the basis of the applicable pricelist of the Distributor on the day of the order. The prices are without VAT and shipping costs.
The full price will be invoiced by the Distributor to the Reseller and must be paid in advance by the Reseller to the Distributor. Only after the full price for the order has been received by the Distributor, the Distributor is obliged to process the order further and to supply the ordered Products to the Reseller.
The Reseller is obliged to have paid the invoices from the Distributor by the time of payment specified on the invoices. The time of payment is a deadline. If the Reseller does not pay the Distributor’s invoices on time, the former is legally in default. The Distributor himself shall determine the times of payment. Deviating times of payment established by the Reseller are not acceptable unless parties have agreed upon a different time of payment in writing.
If the Reseller defaults in his obligation to pay the invoices by the established time of payment, he shall owe, in addition to the payable amount, an interest percentage plus 0.5% per day.
If the Reseller is in default or omits the fulfilment of one or more of his obligations toward the Distributor, all the costs incurred in relation to the extrajudicial settlement of payment, such as regarding writing reminders, and injunctions including the actually incurred attorney’s and process-server’s costs shall be for the account of the Reseller. These costs shall equal in any case 15% (in words: fifteen percent) of the total of the outstanding invoice amount not paid by the time of payment. If the Distributor demonstrates that he has incurred greater costs than the above-mentioned percentage, the Reseller shall also owe the Distributor the extra amount.
If the Reseller defaults vis-a-vis the Distributor in the fulfilment of any obligation, including – but not limited to – a payment obligation, all claims of the Distributor against the Reseller become immediately payable, and the Distributor has the right to dissolve the contract or terminate it effective immediately by means of notice or to suspend the fulfilment of the contract, while retaining all possible rights, including the right to damages in the broadest sense of the word.
If parties have agreed upon a time of delivery or if the Distributor has specified a time of delivery, this time of delivery is not to be viewed as a deadline, unless parties have agreed otherwise specifically and in writing. The Distributor does not guarantee that a delivery shall take place at the agreed upon or specified time of delivery.
The risk associated with transport lies with the Reseller. The Reseller must inspect the purchased goods immediately upon their delivery, or have them inspected, or – if this is not possible, as rapidly thereafter as possible. At this time said Reseller should determine such points as whether the delivered goods are consistent with the contract/order, specifically:
1. Whether the correct goods were delivered;
2. Whether the delivered goods are consistent, in terms of quantity (for example, the number and amount) with the contract/order;
3. Whether the delivered goods are consistent with the agreed upon quality requirements or – if these do not exist – the standards that may be set for normal use and/or commercial purposes.
If the purchased goods are not according to order, Reseller is obliged to inform the Distributor of this in writing within 8 (in words: eight) days after the time of the delivery, in the absence of which notification said Reseller no longer has, nor can he enforce, any further rights vis-a-vis the Distributor based on the observed faults.
If the observation of the Reseller of a fault in that which has been delivered to him is correct, and said Reseller has filed a claim regarding it in good time, he only has a right to demand replacement of the goods that demonstrated a fault after two attempts have been made at correcting the fault. Only if correction and/or replacement are not possible does the Reseller have a right to credit, solely with respect to the goods that are not consistent with that which has been agreed upon, of the amount that has been invoiced. All rights to correction of faults, replacement of the goods that demonstrate a fault or a credit can only arise after the goods that the Reseller feels are not consistent with the contract have been returned and after the Distributor has been able to ascertain the correctness of the complaints of said Reseller.
Without the prior written consent of the Distributor, the Reseller is not permitted to sell Little Dutch products through the use of Online Trading Platforms, such as Amazon, Ebay etc. Nor is the Reseller authorised to resell the products to “outlet stores” and/or third parties whose business operations do not normally comprise the sale of the type of products as the products delivered by the Distributor to the Reseller.
The Reseller is not permitted to make changes to Little Dutch products, or to their packaging, or to any goods supplied alongside them, including, but not limited to, changes in the lot number/production number of the Products.
This Agreement may be terminated at any time by the Distributor subject to a notice period of one (1) month, without the Reseller being entitled to claim compensation.
Products can only be returned and credit given for them, subject to the prior written agreement. The Reseller bears the total risk of returning any Products.
During the term of this Agreement and for at least five (5) years after the termination of this Agreement, the Reseller shall observe absolute confidentiality with regard to all data or information, the working methods, the relationships and all other matters pertaining to the Distributor
If the Reseller is in breach of any of the obligations set out in this Agreement, the Reseller is liable to pay the Distributor an immediately payable penalty of 10 000,00 EUR for each breach as well as an immediately payable penalty of 1 000,00 EUR for each day or part of each day that the breach continues, without prejudice to the Distributor’s legal rights to claim specific performance and/or compensation.
Nothing in this Agreement shall be construed as a transfer of any intellectual property right. The intellectual property with regard to delivered products, used logos, brands, trade names, etc. belongs at all times to the Little Dutch Netherlands.
If a product recall is necessary, then the Reseller must cooperate fully, immediately and punctually in accordance with the instructions, directions and orders of the Distributor. The Reseller must have an adequate procedure in place to be able to comply punctually and fully. The Reseller will not receive any reimbursement of the costs in connection with a product recall without the prior written consent of the Distributor.
This Agreement and the resulting purchase agreements are governed by Estonian law and by the United Nations Convention on Contracts for the international sale of goods (CISG). If the parties fail to resolve the disputes related to the agreement through negotiations, the dispute shall be finally settled by the Arbitration Court of the Estonian Chamber of Commerce and Industry in Tallinn (hereinafter referred to as the Arbitration Court) in accordance with the rules of the Arbitration Court. The determination of the arbitral tribunal shall be final and binding on the parties.
The Distributor is authorised to make changes in the present conditions and terms in any time. These changes go into effect at the announced time of their commencement in effect and after the Distributor has sent the changed conditions and terms of sale, electronically or otherwise, to the Reseller.