Terms and Conditions

Tina Davies Professional Distribution Partners Terms & Conditions 

This Distribution Partnership Agreement (hereinafter “Agreement”) is made effective as of ______________ between Tina Davies Professional (the “Supplier”) and ______________ (the “Partner” or “Partners”) to distribute Tina Davies Professional Products (the “Product”) which includes allTina Davies Professional Products.  This Agreement is in addition to the Terms of Service and Privacy Policies which are located at Checkout Terms of Service & Privacy StatementCheckout Terms & Conditions and Privacy Policy when you place an order. In the event of any inconsistency between this Agreement and the Checkout Terms and Conditions and Privacy Policy, this Agreement shall prevail. 

 

  • Grant of Rights
    •
      1. Partner is hereby granted the non-exclusive right to purchase and distribute the Product subject to and in accordance with the terms and conditions of this Agreement.  Partner will not (and will not knowingly allow any third party to) use the Product in connection with any products, services, or materials that constitute, promote or are used primarily for the purpose of dealing in: counterfeit goods, items subject to U.S. or Canadian embargo, unsolicited mass distribution of email (“spam”), multilevel marketing proposals, hate materials,  hacking/surveillance/interception/descrambling equipment, libelous, defamatory, obscene, abusive or otherwise offensive content, stolen products or items used for theft, or other illegal purposes.  Partner acknowledges that the rights granted hereunder are personal and shall not, without the express prior written approval of Supplier, be exercised through a third-party.

     

  • Placing Orders
    •
      1. Order minimum (first order only) – to qualify for Wholesale pricing, orders must be a minimum of USD $5,000.00 in your regional currency (before discounts, shipping and taxes are applied).

     

    1. Pricing – there are times when we have to adjust our prices in response to change in costs. This may happen without notice.

     

    1. Making changes to an order – if you submitted an order and want to make a change, our team will do our best to help. Please reach out to our Partnerships team within 60 minutes of placing your order.

      Please note that we are unable to edit or make changes to orders after 60 minutes of placing your order. If you’d like to cancel your order after 60 minutes of placing the order, our team will do our best however please keep in mind that we are unable to cancel an order once the order is processed.

     

  • Payments
    •
      1. Timing/method of payments – orders must be paid in full before we ship them. We accept Visa, Mastercard, American Express, Paypal and wire transfers. 

     

  • Delivery Expectations
    •
      1. Shipping rates and estimated delivery times are automatically applied at checkout. 
      2. Shipments; Delivery; Title and Risk of Loss.
    • Products purchased through this Site cannot be shipped to any PO Box addresses, APO or FPO addresses. You must provide a physical delivery address.
    • We will arrange for shipment of the products to you. Available shipping options for your products will be on the check-out page. You will pay all shipping and handling charges unless otherwise noted.
    • We generally ship orders of in-stock inventory within two (2) business days. We do not ship on weekends.
    • Title and risk of loss pass to you upon our transfer of the products to the carrier/delivery company.
    • Shipping and delivery dates are estimates only and cannot be guaranteed. Deliveries may be delayed due to events outside of our control, such as inclement weather, natural disasters, or terrorist attacks. We are not liable for delays in deliveries.
    • All duties and taxes are your responsibility and must be paid by you unless otherwise noted at checkout

     

  • Returns/Exchanges
    •
      1. All wholesale orders are final sale and there are no exchanges. If a product is damaged upon arrival or defective, please see 6. Damaged/Defective Products and Fulfillment Errors claims below.

     

  • Damaged/Defective Products and Fulfillment Errors
    •
      1. Inspection of Tina Davies Professional products and timing of rejecting orders – we take pride in the quality of our products and our order fulfillment practices. In the rare event that you receive a damaged, defective or incorrect item in your shipment, you have 3 business days from when you received your shipment to let us know and we’ll have it fixed. Please reach out to our Partnerships team or your dedicated account manager via email for next steps.

     

  • Pricing
    •
      1. Suggested retail pricing - we all want to make a fair return on our sale of Tina Davies Professional products. Please see our standard price list for product MSRPs. Feel free to reach out to our Partnerships team or your dedicated account manager for a copy of our price list if you don’t have it already. 

     

    1. Promotions & discounts - occasionally we will offer promotions or discounts to our products which we will communicate to all our Partners via email. Beyond the promotions or discounts that Tina Davies Professional announces, Partners are not permitted to discount any of our products. 

     

  • Brand Image
    •
      1. Asset guidelines - please ensure that all assets that showcase Tina Davies Professional products are of high quality and respectful of our products. If you need additional imagery or digital assets, please do not hesitate to contact our Partnerships team to provide approved collateral. 

     

    1. Ensuring that only inspected high quality products be sold - the Partner is responsible for ensuring that all products that are sold and shipped to end customers are in perfect condition and free of any defects.

     

    1. Products and Promotions - the Partner agrees not to misrepresent the Products in any way, and Partner shall use its best efforts to prepare all foreign language translations, if any, to be accurate in all respects. For all Products for which Partner is packaging or re-packaging, Partner assumes all responsibility for the finished goods and shall use a packaging/manufacturing facility that is compliant with all required regulations and has all necessary approvals within each and every country where the Product is being distributed. Partner shall comply with all applicable legal requirements with respect to its activities under this Agreement, including those concerning labeling, advertising, promotion tracking, reporting, and record keeping (e.g. complaints, adverse reactions, recall). 

     

    1. Not tarnishing Tina Davies Professional brand - neither party shall make or publish any statement or communication which is or could be construed as disparaging, negative or unflattering with respect to the other party and/or their direct or indirect shareholders, officers, directors, employees, agents, affiliates, customers, clients or financial or credit institutions, as applicable. 

     

  • Ownership and Confidentiality 
    •
    1. Ownership - all Intellectual Property conceived, created, developed, and/or reduced to practice by any employee(s), contractor(s), and/or agent(s) of the respective parties during the term of this Agreement, without the use of any Confidential Information of the other party, shall remain the sole and exclusive property of the respective parties. Notwithstanding the foregoing, however, Partner agrees not to patent or attempt to patent, or to permit any employee(s), contractor(s), and/or agent(s) of Partner to patent or attempt to patent: (a) any formulation(s) that contain(s) any Product(s), or (b) any Invention that is based on or otherwise uses any Confidential Information of Tina Davies Professional, or (C) any improvement(s), enhancement(s), or other modification(s) made to, or any other Invention(s) relating to, any claim(s) of any Tina Davies Professional patent(s), any Tina Davies Professional Material(s), or any Product(s) (all such items in subsections (a), (b), and (c) collectively, “Product Related Inventions”). Partner further agrees that if any patent application(s) is/are filed or any patent(s) is/are obtained on any Product Related Invention(s) in violation of this Agreement, Partner shall promptly assign to Tina Davies Professional, without additional consideration, such patent application(s) and patent(s) and agrees to promptly execute, and/or cause its employee(s), contractor(s), and/or agent(s) to execute, and deliver such documents as Tina Davies Professional believes are necessary to affect the assignment(s). Except as set forth above, the parties agree to not claim any rights to any Intellectual Property originally created by the other Party. 

     

    1. Disclosure - the Partner shall disclose to Tina Davies Professional in writing any and all Inventions that relate in any manner to Tina Davies Professional Products immediately upon its inception, conception, or creation. The parties agree that this duty of Disclosure is a material term of this Agreement. All disclosed information shall remain confidential between Tina Davies Professional and its employees and/or agents and Partner. 

     

    1. Use of Marks, Know-how and Tina Davies Professional Materials -  Any and all use of Tina Davies Professional Marks, know-how and Tina Davies Professional Materials by Partner shall be solely for the purpose of performing under this Agreement, and only in such manner as authorized by Tina Davies Professional. Partner shall immediately advise Tina Davies Professional of any infringements of the Tina Davies Professional Marks or other Tina Davies Professional Intellectual Property which come to Partner's attention. 

    Without limiting the generality of the foregoing, the Partner shall not do any of the following: 

    1. Use the Tina Davies Professional Marks or any words or other Marks confusingly similar thereto, in connection with the sale of any product not provided by Tina Davies Professional, or 
    2. Apply for or seek registration at any time for a Mark confusingly similar to any Tina Davies Professional Mark, or apply for a patent relating to the know-how, Products, or Tina Davies Professional Materials, or 
    3. Perform any act which might prejudice, impair or adversely affect the validity of the Marks, or the goodwill and reputation associated with Tina Davies Professional and its products, the Tina Davies Professional Materials, or any other Tina Davies Professional Intellectual Property. 

    Marks:  Partner shall not at any time use any Mark that is confusingly similar to any Tina Davies Professional Mark, including those associated with Product identification. 

    License: Subject to the provisions of this Agreement, Tina Davies Professional grants to Partner, and Partner accepts, a non transferable, personal license, without right of sublicense (except as expressly provided for herein), to use the Tina Davies Professional Mark's. 

    Use of Marks: Partner agrees to use the Tina Davies Professional Marks only as indicated in this Agreement or agreed to by Tina Davies Professional in writing. Partner agrees that it will take no action which would lessen the quality of products sold under the Tina Davies Professional Marks from the quality produced by Tina Davies Professional. Partner also agrees and acknowledges that Tina Davies Pro may object to any usage of the Tina Davies Professional Marks that Tina Davies Professional believes would demean or devalue the Tina Davies Professional Marks or the goodwill associated therewith. Partner further agrees to cooperate with Tina Davies Professional in facilitating Tina Davies Professionals monitoring and control of the nature and quality of the Products sold and distributed by Partner. 

    1. Confidentiality -  Except as required in order to obtain government approvals for the Product(s) or to respond to government regulatory agencies (which any such disclosures shall not be regarded as a breach of this Agreement), Partner and Tina Davies Professional and their agents and affiliates, shall keep any technical and proprietary information of the other party ("Confidential Information”) strictly confidential. Any failure by either party to cooperate with the other party with respect to any such government required disclosures in the foregoing sentence will operate as a waiver of any and all rights to enforce this. Employees and agents for both parties will receive such Confidential Information only on a “need to know" basis. Each party agrees it will not reveal to any entity or person the nature of the Products in reference to other Partners of Tina Davies Professional. Partner agrees not to reveal to any entity or person that the Products which Partner sells may be generally the same as Products as sold by other Partners of Tina Davies Professional Products, or which are sold under various private labels or under Tina Davies Professionals own label. Partner agrees to pay Tina Davies Professional appropriate damages as compensation for any such breach of confidentiality, which breach shall also give Tina Davies Professional the right to immediately terminate this Agreement, while reserving its right to seek adequate damages and other relief. Any violation of this paragraph by either party shall entitle the other party, in addition to any other claims or remedies it may have, to injunctive relief, without the necessity of proving actual damages and without the need to post any bond or other security. 



    1. General
    1. Successors and Assigns - this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors. Partner shall not assign this Agreement without the written approval of Tina Davies Professional except to a successor of Partner's entire business or portion thereof relating to this Agreement. 

     

    1. Entire Agreement - this Agreement, including all Appendices attached hereto, constitutes the entire Agreement between the parties and supersedes all prior written or oral agreements, understandings and negotiations between the parties with respect to the subject matter of this Agreement. This Agreement may be executed in multiple copies and counterparts; all being one instrument and valid and enforceceable.

     

    1. Governing Law - this Agreement shall be governed and construed in accordance with the laws of the province of Ontario, Canada without reference to any choice of law provisions thereof. The parties hereby acknowledge the exclusive jurisdiction of the province of Ontario and federal courts of Ontario for any and all cases or controversies arising under or otherwise relating to this Agreement. This Agreement shall be construed as if equally drafted by both parties and shall not be construed, in whole or in part, against either party based on draftsmanship. As used in this Agreement, the word “including” shall mean “including, without limitation," unless expressly stated otherwise. If any action arising under or relating to this Agreement is filed by either party, the party that substantially prevails shall be entitled to recover, in addition to any other damages or remedies, its reasonable costs and attorneys' fees.

     

    1. Legal Relationship - this Agreement does not constitute an agency relationship. Neither Partner nor Tina Davies Professional is an employee, partner, agent, legal representative of the other, or is engaged in a joint venture with the other. Neither Partner nor Tina Davies Professional will represent to anyone that it is the other's representative, and neither Partner nor Tina Davies Professional shall create any obligation, legal or otherwise, that must be fulfilled by the other. The parties' responsibilities to one another are solely determined by this Agreement. 

     

    1. Indemnity -  both Parties agree to defend, indemnify, and hold the other party and its affiliates harmless from and against any and all claims, actions, causes of action, proceedings, costs (including reasonable attorneys' fees and other costs), expenses and damages that the other Party or its affiliates may incur as a result of any breach of this Agreement.  Partner further agrees to indemnify, defend and hold harmless Supplier and its directors, officers, employees, and agents from and against any and all causes of action, liabilities, claims, costs, damages and expenses arising out of or related to or in connection with Partner’s (a) misuse of the Product, (b) importation, storage, marketing, sale or distribution of the Product, and (c) failure to comply with any applicable law, regulation, or industry standard regarding the export, import, distribution, marketing or sale of the Product.

     

    1. Remedies -  except as otherwise expressly provided herein, no remedy conferred by any of the provisions of the Agreement is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder, now or hereafter existing at law or in equity or by statute or otherwise. The election of any one or more remedies shall not constitute a waiver of the right to pursue other available remedies. 

     

    1. Force Majeure - neither party shall be liable to the other for failure or delay in the performance of a required obligation if such failure or delay is caused by riot, fire, flood, explosion, earthquake or other natural disaster, act of terrorism, government regulation, or other similar cause beyond such party's control, provided that such party gives prompt written notice of such condition and resumes its performance as soon as possible, and provided further that the other party may terminate this Agreement if such condition continues for a period exceeding sixty (60) days. 
    1. Limitation of Liability 
    1. In no event shall either party be liable to the other party or any other third party for lost opportunity, revenue, or profits, costs of procurement of substitute goods or services, interruption in service, or for any indirect, incidental, special, or consequential damages, incurred by a party or any third party, arising out of the sale or use of or in connection with the products or otherwise relating to this agreement, regardless of the nature of the claims or the theories of liability, whether in contract, tort, warranty, or otherwise, even if advised of the possibility of such damages. Notwithstanding anything else contained in this agreement, the maximum aggregate liability of Tina Davies Professional arising out of or relating this agreement shall not exceed the greater of (a) the amounts that Partner paid to Tina Davies Professional under this agreement for the products and/or services that are the subject of the claim(s), or (b) the amount of any insurance of Tina Davies Professional applicable to such claims (provided that such amount is paid by the insurer and not out of pocket by Tina Davies Professional); regardless of the number of claims, the nature of the claims, or the theories of liability, whether in contract, tort, warranty, or otherwise. The limitations of this section are a material part of this agreement and shall apply even if any remedy fails in its essential purpose. 
    1. Termination of this Agreement
    1. Term of Agreement -  this Agreement is effective on the Effective Date and shall continue for the period of one (1) year from such Effective Date, unless earlier terminated in accordance with this agreement. This Agreement will automatically renew for additional periods of one (1) year each (each a “Renewal Term"), and all other provisions of this Agreement, unless either party sends notice of non-renewal of this Agreement to the other party at least sixty (60) days prior to the end of the Initial Term or any Renewal Term, in which case this Agreement shall expire at the end of the Initial Term or such Renewal Term. 

     

    1. Term and Events of Termination - this Agreement, having become effective as of the Effective Date hereof, shall continue in effect unless any one of the following events shall occur: 
    1. Either party shall be entitled to terminate this Agreement effective immediately upon giving written notice to the other party if, within thirty (30) days after written notice is given by such party of a breach of this Agreement, and such breach is not corrected by such other party within that thirty (30) day period. 
    2. In addition, Tina Davies Professional may terminate this Agreement upon notice to Partner for cause. For purposes of this Agreement, the term “for cause” shall mean the determination by Tina Davies Professional that Partner failed immediately to cease any one of the following: (i) Partner is selling Product(s) outside the authorized Territory; (ii) Partner is using unapproved labeling, packaging, and/or instruction booklet; (iii) Partner's willful dishonesty towards, fraud upon, or deliberate injury or attempted injury to Tina Davies Professional; (iv) Partner's making unauthorized statements or claims concerning Tina Davies Professional and/or its products; (v) two or more complaints during any twelve (12) month period from a customer of Partner and (vi) a forty percent (40%) or more decrease in Product(s) sales for the comparable six (6) month period of the prior year. 
    3. No Product has been purchased for a period of six (6) months. 
    4. This Agreement is declared to be null and void by a court of competent jurisdiction, or the validity or enforceability of this Agreement is successfully contested by either party, or successfully contested by any other person in a court of competent jurisdiction. 
    1. Effect of Termination -  on expiration or termination of this Agreement for any reason, all of the Partner's rights and licenses under this Agreement to purchase and distribute Products and make associated use of Tina Davies Professional Intellectual Property shall terminate. However, if Tina Davies Professional has not terminated this Agreement for cause, Partner will have a reasonable period of time to sell and distribute its then-existing inventory of Products, subject to all of the terms and conditions of this Agreement. Termination or expiration of this Agreement shall not affect any pre-termination obligations of either party under the Agreement, and any termination or expiration is without prejudice to any and all rights or claims that either party may otherwise have against the other under this Agreement. Regardless of any other provision of this Agreement to the contrary, Tina Davies Professional will not by reason of the expiration or termination of the Agreement for any reason be liable to Partner for any compensation, reimbursement, or damages on account of the loss of prospective profits on anticipated sales, or on account of expenditures, investments, leases, or commitments in connection with Partner's business, goodwill, or otherwise.
    1.  Suspension - In addition to Partner’s rights of termination and in its sole discretion, Supplier may suspend Partner’s right and license to purchase and sell the products for cause immediately upon written notice (email is sufficient notice) to Partner, if: (i) Supplier determines that Partner has failed to comply with Applicable Law, (ii) Partner is in material breach of its contractual obligations to Supplier, (iv) Supplier determines, acting reasonably, there is evidence of fraud with respect to the Partner or its exercise of its rights hereunder; or (v) Partner uses the Product other than as expressly permitted in this Agreement.

    Partner will have a commercially reasonable time period (e.g. up to 5 business days) within which to take the required steps to suspend access, except with respect to a suspension on grounds of fraud, in which case termination will be immediate.