PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE PLACING AN ORDER.

By making a wholesale purchase, you are agreeing to comply with and be bound by the following terms and conditions, as well as the terms and conditions of our Privacy Policy, which together, govern our relationship with you

By applying for a wholesale account and/or placing an order with HAON as a wholesale customer, you accept and agree to be bound by the terms of this Agreement.

For the purposes of this Agreement, “us”, “our”, “we” and “HAON” refers to HAON Studio Company Pty Ltd and “Stockist”, “you” and “your” refers to the legal entity specified in your Wholesale Account Application Form.

We may modify and update the terms of this Agreement at any time, without notice. You need to ensure you review the terms of this Agreement from time to time.

Operative Provisions

DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, unless the contrary intention appears:

Agreed Premises means the Stockist's trading premises specified in the Wholesale Account Application Form, or such other premises as we approve in writing after the date of this Agreement.

ASIC means the Australian Securities and Investment Commission.

Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth).

Business Day means a day other than a Saturday or Sunday and that is not a public holiday or a bank holiday in Australia.

Commencement Date means the date the Stockist places its first order under the terms of this Agreement.

Confidential Information means all data and information, in written, electronic or any other form, belonging or relating to a party, any of its related companies, its or their products, business, business plans, business manuals, affairs, activities, employees, agents, suppliers, customers, customer lists, costs, prices, databases and any other lists, any document item or information marked or otherwise deemed "confidential", and any information which a party has been informed is confidential or which a party might reasonably expect the other party to regard as confidential.

Controller has the meaning given in section 9 of the Corporations Act.

Corporations Act means the Corporations Act 2010 (Cth).

Displays means fixtures, fittings (including branded installation units) and other promotional materials or signage confirming authorised stockist status, provided by us for the display of the Goods.

Force Majeure means a circumstance beyond the reasonable control of the parties including, but not limited to lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disasters and acts of war, acts of public enemies, terrorism, riots, civil commotion, malicious damages, sabotage and revolution, breakages of machinery and strikes.

Goods means HAON branded products, together with any other products supplied by or on behalf of HAON which we may expressly permit the Stockist to market and sell from the Agreed Premises from time to time.

Insolvency Event means the happening of one or more of the following events:

(a) a liquidator, provisional liquidator, Controller or any similar official is appointed to, or takes possession or control of, all or any of the Stockist's assets or undertaking;

(b) an administrator is appointed to the Stockist, a resolution that an administrator be appointed to the Stockist is passed or proposed, or any other steps are taken to appoint an administrator to the Stockist;

(c) the Stockist enters into, or resolves to enter into, an arrangement, compromise or composition with any of, or any class of, its creditors or members, or an assignment for the benefit of any of, or any class of, its creditors, or process is filed in a court seeking approval of any such arrangement, compromise or composition;

(d) a reorganisation, moratorium, deed of company arrangement or other administration involving one or more of the Stockist creditors is proposed or effected;

(e) any action is taken by ASIC with a view to the Stockist's deregistration or dissolution, or an application is made to ASIC that any such action be taken;

(f) the Stockist is insolvent within the meaning of section 95A of the Corporations Act, as disclosed in its accounts or otherwise, states that it is unable to pay its debts or it is presumed to be insolvent under any applicable law;

(g) as a result of the operation of section 459F(1) of the Corporations Act, the Stockist is taken to have failed to comply with a statutory demand;

(h) the Stockist stops or suspends or threatens to stop or suspend the payment of all or a class of its debts or the conduct of all or a substantial part of its business; or

(i) any event or circumstance set out in section 461 of the Corporations Act occurs in relation to the Stockist.

Intellectual Property means rights in relation to Confidential Information, Trade Marks, domain names, business names, goodwill and reputation, designs, patents, copyright, processes, methods, inventions, product formulations and all other rights or forms of protection having an equivalent or similar nature or effect whether within or outside Australia, whether registered or unregistered and including all rights of action, powers and benefits of the foregoing.

Term has the meaning given in clause 3.

Trade Marks means signs, trade marks, brand names, rights in the get up or trade dress of any product or packaging, logos, slogans, stylisations and similar rights, whether registered or unregistered.

1.2 In this Agreement, unless the context requires a different meaning:

(a) the clause headings are for ease of reference only and will not be relevant to interpretation;

(b) words in the singular number include the plural and vice versa and words denoting any gender include all genders;

(c) where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;

(d) a reference to a person (including a party) includes:

(i) an individual, company, other body corporate, association, partnership, firm, joint venture, trust or government agency; and

(ii)the person's personal representatives, successors, permitted assigns, substitutes, executors and administrators;

(e) references to a statute or a statutory provision are references to the same as from time to time amended, consolidated, modified, extended, re-enacted or replaced; and

(f) a reference to the word "including" or "includes" means "including, but not limited to," or "includes, without limitation".

APPOINTMENT OF STOCKIST

    2.1 HAON appoints the Stockist as a non-exclusive stockist to sell and market the Goods to retail customers from the Agreed Premises on the terms and conditions of this Agreement.

    2.2 HAON Studio Pty Ltd retains the unrestricted right to enter into agreements with other stockists for the sale of the Goods, and to sell the Goods directly to customers anywhere, at any time, without liability or obligation to the Stockist of any kind.

    2.3 Stockist may not appoint sub-agents or sub-distributors to sell and distribute the Goods without our prior written consent.

    TERM

      3.1 This Agreement commences on the Commencement Date and continues until terminated in accordance with the terms of this Agreement.

      SUPPLY OF GOODS

        Orders

        4.1 The Stockist shall submit orders for Goods via email to hello@haonstudio.com.  

        4.2 We may refuse to supply Goods to you if any amount due and payable by you, to us, (under this Agreement or any other agreement) is outstanding or if either party has issued a termination notice under the terms of this Agreement.

        CHANGES TO GOODS 

        4.3 We reserve the right absolutely at any time and without notice or incurring any liability to the Stockist to:

        (a) discontinue or limit its production of any of the Goods;

        (b) terminate or limit deliveries of such discontinued or limited Goods;

        (c) discontinue or limit its supply (whether temporarily or permanently) of certain Goods;

        (d) alter the design, construction, specifications, features or attributes of any of the Goods; and/or

        (e) add new, different, modified and/or extra products or lines of products to the Goods.

        DELIVERY

        4.4 We will organise shipment of the Goods to the Agreed Premises on the following basis, or on such other basis as we may advise in writing from time to time:

        4.5 We will organise the shipment of the Goods to the agreed premises. The Stockist must pay the delivery costs. These will be included in the final invoice.

        4.6 We will use our reasonable endeavours to make Goods available punctually but will not be responsible for shortage or delays attributable to the unavailability of Goods from its suppliers or other reasons beyond its control.

        4.7 We may cancel, or suspend delivery of an accepted order if the Stockist is in breach of its obligations under this Agreement.

        4.8 Any claim for non-delivery, shortage in supply or damage occurring during the course of delivery or any claim for rejects must be made by the Stockist within 72 hours of delivery via email to hello@haonstudio.com.  Any Goods returned without our prior written consent will not be credited.

        4.9 If no such claim as described at clause 4.8 is made within 72 hours of delivery, the Stockist shall be deemed to have accepted the Goods as supplied and be deemed to have waived any such claim.

        RECOMMENDED RETAIL PRICE

          5.1 It is recognised that HAON Studio Pty Ltd has knowledge in evaluating market conditions, and developing marketing policy, and may recommend the prices at which Goods may be sold by the Stockist.  Any such recommended retail prices will in no way be binding upon the Stockist, and the Stockist will be free to determine its own selling price for the Goods.

          PAYMENT

            6.1 Unless otherwise agreed, and stipulated by us in writing, the purchase price for the Goods will be as shown in the wholesale lookbook provided to you, current at the time of dispatch of the Goods.  Prices are subject to change on 30 days written notice.

            6.2 HAON works to a CBD (cash before delivery payment). Payment can be made by credit card or by direct into the bank account of HAON.

            6.3 We may in some circumstances, and at our absolute discretion, agree to provide a Stockist with credit terms.  Where we have agreed to provide credit terms, the Stockist must pay all invoices relating to Goods ordered and supplied under clause 4, in full, within 30 days of the date of the invoice. 

             6.4 If the Stockist defaults in the payment of any monies due under this Agreement then all monies owing by the Stockist to HAON (whether under this Agreement or any other agreement) immediately become due and payable.

            6.5 HAON may charge, and the Stockist must on demand pay, administration fees on any monies not paid by the Stockist by the due date for payment.  The administration fees will be calculated daily at a rate not exceeding 2% per month, from the due date for payment until the date HAON receives payment.

            6.6 The Stockist must on demand pay to HAON all expenses, costs or disbursements (including debt collection agency fees and solicitor’s indemnity costs) incurred and paid by us in recovering any monies owing under this Agreement.

            STOCKIST OBLIGATIONS

              General

              7.1 The Stockist must:

              (a) only stock, store, sell and offer for sale, Goods acquired from HAON, and from no other source;

              (b) only stock, store, sell and offer for sale for consumption by its retail customers the Goods from the Agreed Premises and no other premises;

              (c) use its best efforts to sell and promote the Goods and the HAON brand generally;

              (d) conduct its business according to the highest business standards;

              (e) not sell, or offer for sale, any gifts with purchase, bonus stock, samples or testers, or promotional or advertising material;

              (f) maintain sufficient inventory to meet anticipated retail demand 

              (g) use its reasonable endeavours to notify HAON of any potential shortages to ensure that an appropriate range of the Goods is maintained at all times;

              (h) store Goods in suitable conditions, and supply only those in good condition;

              (i) make clear, in all dealings with customers and prospective customers, that Stockist is acting as a stockist of the Goods, and not as a direct agent for HAON;

              (j) act in good faith at all times towards HAON and cooperate with and provide all reasonable assistance to HAON upon HAON's request;

              (k) make the business owner, store manager or relevant HAON brand manager available for regular meetings with representatives from HAON at times and dates as determined at the discretion of HAON;

              (l) obtain and maintain any and all licences, authorisations and approvals required for it to be able to comply with its obligations under this Agreement;

              (m) not engage in misleading or deceptive conduct in accordance with section 18 of the Australian Consumer Law;

              (n) not engage in bribery or corruption;

              (o) obtain independent legal, accounting and business advice and, if required in order to understand the terms of this Agreement, a translation of this Agreement into another  language, prior to entering into this Agreement;

              (p) comply fully with any and all applicable laws, regulations and codes of practice; and

              (q) comply with all other obligations set out in this Agreement.

              7.2 If the Stockist is the trustee of a trust, the Stockist acknowledges that:

              (a) this Agreement applies to the Stockist in its individual capacity and as trustee of the trust; and

              (b) its own assets and the assets of the trust are available (and are sufficient) to meet its payment obligations under this Agreement.

              7.3 The Stockist must immediately notify HAON in writing of any change to the Stockist's details.

              Customer complaints

              7.5 If any customer complaint concerning the Goods is received by the Stockist, the Stockist must:

              (a) promptly inform HAON of all the details of the complaint within 5 Business Days of receipt of the complaint;

              (b) allow HAON access to any documentation or Goods requested by HAON in order to investigate the complaint; and

              (c) cooperate with and provide all reasonable assistance to HAON in dealing with the complaint.

              7.6 Any Goods the subject of a customer complaint that are returned to HAON without HAON’s prior written consent will not be credited to the Stockist.

              MARKETING AND ADVERTISING

                8.1 The Stockist must use its best efforts to promote, advertise, market, sell and distribute the Goods to retail customers at the Agreed Premises.

                8.2 All advertising and promotional activities by the Stockist must comply with HAON’s merchandising, trademark, marketing and communications guidelines and policies, as may be communicated to the Stockist by HAON from time to time.

                8.3 The Stockist must maintain the highest standards of presentation of the Goods and services at the Agreed Premises. HAON will notify the Stockist of presentation standards and of any changes to those standards.  In order to maintain these standards, the Stockist must (without limitation):

                (a) display, within the Agreed Premises, such promotional material as is supplied by HAON in accordance with HAON’s reasonable direction;

                (b) only use HAON’s supplied promotional material to promote HAON products;

                (c) comply with merchandising programs including planograms and Display standards imposed by HAON, which may be varied from time to time;

                (d) ensure that the Goods and the HAON display are kept clean at all times;

                (e) ensure that a minimum of two (2) products are displayed when merchandising the Goods at the Agreed Premises;

                (f) inform HAON well in advance of special advertising campaigns or other activities proposed by the Stockists that might create unexpected demand for the Goods;

                (g) refrain from engaging in any marketing or advertising of a nature which might harm the brand image of HAON;

                (h) maintain an environment of high quality which is compatible with the HAON brand image; and

                (i) participate in any advertising or sales promotion programs and any customer relationship management programs that may be offered by HAON and on such terms and conditions which may be agreed between HAON and the Stockist.

                8.4 The Stockist must not use, display, advertise or promote the Goods or HAON’s Intellectual Property via any medium without the prior written consent of HAON.  HAON may withhold consent in its absolute discretion.  Failure by the Stockist to obtain such approval will entitle HAON, without prejudice to any other rights HAON may have against the Stockist, to terminate this Agreement under clause 16.

                8.5 A representative of HAON may enter and view the Agreed Premises and copies of the Stockist's records relating to compliance with this Agreement at any time during the normal business hours of the Stockist to inspect the condition of the Agreed Premises and to monitor compliance with this Agreement.  HAON may terminate this Agreement in its absolute discretion if the standard of the Agreed Premises falls below HAON’s brand standards and merchandising guidelines under clause 16.

                8.6 The Stockist must not repackage Goods, alter the packaging of Goods, apply anything to the Goods other than prices and the Stockist identification, or market the Goods in altered, defaced, damaged or substituted packaging.

                INTELLECTUAL PROPERTY

                12.1 The Stockist acknowledges and agrees that all right, title and interest in HAON’s Intellectual Property and any other materials supplied to the Stockist under this Agreement are, and will remain, the property of HAON.  Under no circumstances will the Stockist acquire any right, title or interest in HAON’s Intellectual Property other than the right to sell Goods to retail customers as expressly provided by this Agreement.

                12.2 The Stockist must not deal in or offer for sale counterfeit products, products which infringe HAON’s Intellectual Property, or products that bear brand names of HAON (or which may be deceptively similar to HAON’s brand names) which have been obtained from any source other than HAON.

                12.3 The Stockist acknowledges the exclusive ownership of the Trade Marks by HAON.  All uses of HAON's Trade Marks, and all goodwill associated with the Trade Marks, will be to the exclusive benefit of, and/or will belong to, HAON.  HAON will have the exclusive right to register the Trade Marks or trade names, or any mark or name closely resembling any of them and, where applicable, to apply for entry or removal as a registered user of them.  Both during the Term and thereafter, the Stockist must not:

                (a) have or claim any rights in respect of the Trade Marks or otherwise attack the title or any rights of HAON in and to the Trade Marks;

                (b) use or register any trade marks or names that are identical or deceptively similar to, or that incorporate, any of HAON's Trade Marks;

                (c) use the name "HAON" or any variant of that name, as part of its registered corporate or firm name; or

                (d) without the prior written consent of HAON carry on business under any business name containing the name "HAON" or any variant of that name. 

                12.4 The Stockist acknowledges that HAON is the sole owner of the internet domain names that HAON uses in connection with its business, goods and services.  The Stockist must not use the name "HAON", or any variant of that name, as part of its domain name.

                12.5 HAON retains the right to specify and approve the quality and standards of all materials on which its Trade Marks are used.

                12.6 The Stockist may only advertise, promote, market, sell and distribute the Goods under the name specified by HAON and must comply with any trade mark use guidelines issued by HAON from time to time.

                12.7 The Stockist will not obtain any rights in HAON's Trade Marks or other Intellectual Property except as set out in this Agreement.  The Stockist must not:

                (a) apply for registration of any Intellectual Property owned by HAON, or assist a third party to do so; or

                (b) interfere with, or attempt in any manner to prohibit the use or registration of, any Intellectual Property owned by HAON.

                12.8 The Stockist agrees that it will not:

                (a) infringe, or assist others to infringe, any of HAON's Trade Marks;

                (b) copy, alter, modify or in any other way interfere with the Goods or their packaging without the prior written permission of HAON;

                (c) use HAON's Trade Marks in any way which might prejudice their distinctiveness or validity or the goodwill of Koala Eco in them; or

                (d) use or register any trade marks identical or deceptively similar to, or that incorporate, any of HAON's Trade Marks.

                12.9 The Stockist will promptly notify HAON in writing of:

                (a) any unauthorised or improper use or infringement of HAON's rights relating to its Trade Marks that the Stockist becomes aware of during the term of this Agreement; and

                (b) any claim, demand or suit brought against the Stockist involving its sale of the Goods or use of HAON's Trade Marks.

                12.10 HAON will have the sole right to bring and control any claim, demand or suit relating to the improper use or infringement of its Trade Marks, the use of its Trade Marks by the Stockist or the sale of the Goods by the Stockist.  The Stockist will take all steps as HAON may reasonably require in connection with any such claim, demand or suit.

                WARRANTIES

                  13.1 Each party warrants and represents to the other party that:

                  (a) the execution and delivery of this Agreement has been properly authorised by all necessary corporate action on its part;

                  (b) it is solvent and has full corporate power and lawful authority and the legal power to execute and deliver this Agreement and to perform or cause to be performed it obligations under this Agreement;

                  (c) it will perform its obligations under this Agreement with good faith, care and diligence;

                  (d) it has obtained independent legal, accounting and business advice and, if required in order to understand the terms of this agreement, a translation of this Agreement into another language; and

                  (e) the entry into this Agreement does not breach any agreement, undertaking or covenant to which it is a party.

                  13.2 To the full extent permitted by law, except for the express warranties set out in this Agreement and subject to clause 14 below, HAON makes no representations and provides no warranties or guarantees, express or implied, regarding any matter, including as to acceptable quality or fitness for a particular purpose or use, in relation to any Goods provided under this Agreement.  Further, any advice, approvals, suggestions or recommendations provided by HAON in respect of the Stockist's business shall not constitute any assurance, representation or warranty from HAON and it is the responsibility of the Stockist to conduct all appropriate independent reviews and to obtain independent professional advice regarding its business.

                  LIABILITY AND INDEMNITY

                    14.1 Except as expressly provided in this Agreement and to the full extent permitted by law, HAON will not be liable for any loss or damage, including loss of profits, loss of business, loss of goodwill or any other special, incidental, indirect or consequential damages whatsoever (and whether caused by the negligence of HAON or its employees or agents or otherwise) arising out of or in connection with any act or omission of HAON relating to the manufacture or supply of the Goods, their resale by the Stockist or their use by any end-user, whether for breach of contract, tort (including negligence and strict liability), or otherwise, even if HAON has been advised of the possibility of such damages.

                    14.2 Where legislation implies into this Agreement any condition or warranty or provides any other rights or remedies, which avoid or prohibit provisions in a contract excluding or modifying the application of, or exercise of, or liability under such condition or warranty or other rights or remedies, the liability of HAON to the Stockist  for any breach of the condition or warranty or under any other rights or remedies will be limited, at the option of HAON, to one or more of the following:

                    (a) if the breach relates to products:

                    (i) the replacement or the repair of the products, or the supply of equivalent products; or

                    (ii) the payment of the costs of replacing or repairing the products, or acquiring equivalent products; or

                    (b) if the breach relates to services, the supply of the services again or the payment of the cost of having the services supplied again.

                    14.3 The Stockist will indemnify HAON in respect of any and all loss, expenses, damage or liability (including reasonable legal fees), suffered or incurred directly or indirectly by HAON as a result of or relating to any claim, proceeding, action, liability or injury arising out of or relating to:

                    (a) the Stockist's conduct of its business, including its relations with its customers and other third parties;

                    (b) any breach of this Agreement by the Stockist (or any of its officers, employees, agents and sub-contractors), or any negligent acts or omissions, of or by the Stockist or any of its officers, employees, agents or sub-contractors;

                    (c) any unauthorised promise, representation, warranty, act, statement or omission by the Stockist or its officers, employees, agents and sub-contractors;

                    (d) any unauthorised modifications to the Goods; or

                    (e) any unauthorised use of HAON’s Intellectual Property.

                    CONFIDENTIALITY

                    15.1 Each party acknowledges that in the course of performing this Agreement it will receive or otherwise become aware of Confidential Information belonging to the other party.  Nothing in this Agreement gives a party any rights in or to the Confidential Information of the other party.

                    15.2 Each party agrees:

                    (a) to keep confidential all Confidential Information of the other party and to keep and procure the keeping of all Confidential Information secure and protected against theft, damage loss or unauthorised access;

                    (b) to disclose Confidential Information of the other party only to those of its officers, employees, agents and sub-contractors to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under this Agreement, and to procure that such officers, employees, agents and sub-contractors are made aware of and observe the terms of the confidentiality obligations set out in this clause 15;

                    (c) not to use, disclose, exploit, copy or modify any of the other party's Confidential Information, or authorise or permit any third party to do the same, other than for the sole purpose of the performance of the performance of its rights and obligations under this Agreement; and

                    (d) to give notice to the other party of any unauthorised disclosure, misuse, theft or other loss of the other party's Confidential Information, whether inadvertent or otherwise, immediately upon becoming aware of the same.

                    15.3 Upon the earlier of a written request from a party, or the expiration or termination of this Agreement for any reason, the other party will return or destroy, at the first party's option, any and all Confidential Information then in its possession or control and will not retain any copies of the same.

                    15.4 The terms of this Agreement are confidential to HAON and, save as required by law, regulation or order of a competent authority, may not be disclosed to any third party without HAON's prior written consent other than for the purposes of obtaining legal advice and provided that the confidentiality obligations set out in this clause 15 are observed.

                    15.5 The terms of and obligations imposed by this clause 15 shall survive termination of this Agreement but shall not apply to any Confidential Information which a party can demonstrate:

                    (a) is or becomes public other than as a result of a breach of any obligations of confidence;

                    (b) was lawfully obtained from a third party not under any obligations of confidence;

                    (c) was already known to that party before its disclosure under this Agreement other than as a result of any breach of any obligations of confidence; or

                    (d) is required by law, regulation or order of a competent authority to be disclosed by a party, or to a professional adviser of a party, provided that the other party is given reasonable advance notice of the intended disclosure and a reasonable opportunity to challenge the same and, in the case of disclosure to a professional adviser, provided that such professional adviser undertakes in writing to be bound by obligations of confidentiality of at least as high a standard as those imposed under this clause 15.

                    TERMINATION

                      General

                      16.1 Either party may terminate this Agreement on at least sixty (60) days written notice to the other party.

                      16.2 HAON may terminate this Agreement at any time immediately (or at a later date nominated by HAON) by written notice to the Stockist if:

                      (a) the Stockist breaches any clause of this Agreement;

                      (b) the Stockist breaches any other provision of this Agreement which breach is not capable of remedy, or which breach (if capable of remedy) is not remedied within fourteen (14) days of written notice by HAON requiring the same;

                      (c) the Stockist voluntarily abandons the business or ceases or threatens to cease to carry on business or in HAON's reasonable opinion becomes for any reason incapable of performing its obligations under this Agreement;

                      (d) one or more Insolvency Events occur in respect of the Stockist;

                      (e) the Stockist fails to pay any amount owed to HAON under this Agreement when due;

                      (f) the Stockist no longer holds a licence that the Stockist must hold to carry on the business;

                      (g) the Stockist attempts to assign, sell, transfer or subcontract any of the rights or obligations under this Agreement to a third party without the prior written consent of HAON;

                      (h) the Stockist is convicted or charged with any offence;

                      (i) the Stockist is fraudulent in connection with the operation of the business; or

                      (j) the Stockist, in HAON’s opinion, has acted or behaved in a manner which may adversely affect the goodwill of HAON or the HAON brand.

                      Change in control

                      16.3 The Stockist must notify HAON in writing of any change to its directors or shareholders (or the shareholding percentages).  HAON may, in its absolute discretion, terminate this Agreement on receiving such notice. 

                      EFFECT OF TERMINATION

                        Upon termination of this Agreement:

                        (a) the Stockist will immediately, at HAON's election and at the Stockist's cost, either destroy or return to HAON (subject to clauses 9.6 and 10.4):

                        (i) any materials bearing HAON's Intellectual Property in the Stockist's possession or control;

                        (b) the Stockist must immediately:

                        (i) refrain from referring to itself and/or the Agreed Premises as a "HAON stockist" and must cease to use the "HAON" name and HAON's Trade Marks;

                        (ii) cease all activities relating to the Goods and remove all POS Materials and Displays from areas of the Agreed Premises accessible to the public;

                        (iii) deliver to HAON all business, technical and other information, including Confidential Information, in the Stockist's possession or control relating to the Goods; and

                        (iv) comply with any other obligations set out in this Agreement that relate to termination;

                        (c) HAON may at its discretion, but is not required to, to repurchase or to designate another party to purchase such of the Goods that the Stockist has in its possession and are in saleable condition at 75% of the price that such Goods were originally sold to the Stockist or at HAON’s then current list price for such products, whichever is the lesser amount; and

                        (d) the Stockist will have no claim against HAON for the payment of any damages, compensation or liabilities of any kind whether on account of present or prospective loss of profits or distribution rights, loss of goodwill or any similar loss or for expenditures, investments or commitment or otherwise.

                        17.2 Any termination of this Agreement will be without prejudice to any other rights or remedies of either party in respect of the breach concerned (if any) or any other breach of the terms of this Agreement.

                        17.3 Any indemnity or any obligation of confidence under this Agreement is independent and survives termination of this Agreement.  Any other term that expressly or by its nature is intended to survive termination of this Agreement shall survive termination of this Agreement, including clauses 6.5, 6.6, 12.8, 14, 15, and this clause 17. 

                        FORCE MAJEURE

                          18.1 Neither party will be liable to the other to the extent that performance of its obligations under this Agreement (except for an obligation to make a payment) is hindered, delayed or prevented due to Force Majeure provided that each party gives the other party written notice promptly of the occurrence of such Force Majeure and uses its good faith efforts to cure the breach.

                          18.2 In the event of Force Majeure the time for performance or cure of the breach will be extended for a period equal to the duration of the event of the Force Majeure.

                          18.3 If the Force Majeure in question prevails for a continuous period in excess of one (1) month, the party whose performance of the Agreement is not hindered, delayed or prevented by the Force Majeure in question will be entitled to immediately terminate this Agreement by written notice to the other, in which case the provisions in clause 17 will apply.

                          CUSTOMER DATA

                            19.1 The Stockist shall at all times when collecting, using, disclosing, transferring, storing or otherwise handling information relating to customers or any other persons comply with the terms of the Privacy Act 1988 (Cth) as amended from time to time, and all other applicable laws, rules and regulations, including by notifying customers that it may disclose such information to HAON and its related companies.

                            GENERAL

                              20.1 The parties to this Agreement are independent contractors.  The Stockist is responsible for all its own expenses and employees.  Nothing in this Agreement constitutes the Stockist as the legal representative, agent, joint venturer, employee or partner of HAON or HAON as fiduciary of the Stockist for any purpose.

                              20.2 This Agreement may not be amended or supplemented except by a written document executed by all parties.

                              20.3 The rights and obligations of the Stockist under this Agreement are personal and cannot be assigned, charged or otherwise dealt with, without the prior written consent of HAON.

                              20.4 This Agreement records the entire Agreement between the parties as to its subject matter.  Any prior negotiations, agreements, arrangements, representations and understandings related to the subject matter of this Agreement are superseded by this Agreement.

                              20.5 The Stockist must promptly execute all documents and do all things that another party reasonably requests to effect, perfect or complete this Agreement and all transactions incidental to it.

                              20.6 This Agreement is governed by the laws of Queensland. The parties submit to the jurisdiction of the Courts of Queensland.  Any proceeding brought in the Federal Court of Australia must be instituted in its Queensland Registry.

                              20.7 Any provision of this Agreement that is invalid, unenforceable or illegal must be read down to the extent necessary to avoid that effect.  If that is not possible, that provision must be excluded from this Agreement but only to the extent necessary to avoid that effect.  All other provisions of this Agreement continue to be valid and enforceable.

                              20.8 All notices, consents or approvals by a party under this Agreement will be in writing and will be delivered at the address for the party stated in this Agreement or the Wholesale Account Application Form or such other address designated by a party by notice to the other party, except that HAON may, at its discretion, provide its consent or approval in writing by email to the email address provided by the Stockist.

                              20.9 A party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy.  A single or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy.  A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.

                              20.10 Any dispute which cannot be settled amicably between the parties within 14 days shall be referred to an agreed arbitrator, or where agreement on an arbitrator cannot be met within 21 days of the dispute arising, an arbitrator appointed by the Chief Executive of the Institute of Arbitrators and Mediators, Australia.