Rev. 2022-001
PLEASE MAKE SURE TO READ THE ENTIRE DOCUMENT.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND FOREVER FRESH FOODS (PTY) LTD. IT DESCRIBES HOW WE WILL WORK TOGETHER AND OTHER ASPECTS OF OUR BUSINESS RELATIONSHIP AND IS A REQUIREMENT FOR YOUR PARTICIPATION IN OUR WHOLESALE PROGRAM.
1. Definitions
Throughout the document, the following definitions will apply.
1. Wholesaler, “you”, “your”, “yours” means the legal entity agreeing to participate in the Program, and who will legally be bound by the terms and conditions herein.
2. Wholesale Agreement refers to these Terms and Conditions of the Wholesale Program.
3. Wholesale Pricing refers to the pricing offered to registered Forever Fresh Wholesalers, which price is offered at an agreed wholesale price percentage off the standard MSRP.
4. MSRP refers to Manufacturer’s Suggested Retail Price for Forever Fresh Products “Products” which price is equal to the public retail price of Forever Fresh Products, inclusive of VAT, but exclusive of shipping, as displayed on the Forever Fresh Website.
5. Forever Fresh, “we”, “us”, “our”, “manufacturer” refers to Forever Fresh Foods (Pty) Ltd, and its applicable subsidiaries, which is the designated operator of the Wholesale program, whose terms and conditions are set out herein.
6. Forever Fresh Wholesale Program (“Wholesale Program”) refers to the Wholesale program operated by Forever Fresh.
7. Forever Fresh Website(s) refer to www.foreverfresh.co.za or any of its subdomains.
2. Introduction
Forever Fresh is a South African manufacturer of freeze dried products, including outdoor leisure and adventure meals and confectionery products.
Wholesaler operates a retail (physical and/or online) presence, offering complementary products and wishes to stock and promote Forever Fresh products for sale to Wholesaler’s end customers. The Parties wish to enter a business relationship that supports mutual business profitability and growth and which relationship with be run according to the terms of this Wholesale Program.
3. Wholesale Program Terms
The Wholesale Agreement will begin to apply to you upon your registration and acceptance of the terms of the Wholesale application and will continue indefinitely unless terminated hereunder.
3.1 Minimum Order Value
Although we are confident that our products may sell themselves, we do recognise that, in the absence of minimums being implemented, there is a very real chance that our range will not be reasonably available to your end customers and this may lead to undesirable commercial outcomes for both Forever Fresh and you.
To this effect, our minimum order value is R2,000 (two thousand South African Rand), exclusive of VAT and shipping fees.
3.2 How to place order
All orders are to be placed electronically on our website foreverfresh.co.za or emailed to info@foreverfresh.co.za.
3.3 MSRP
Products or goods purchased from Forever Fresh shall only be sold at our stipulated MSRP. In the event that you choose to place our Products or goods for sale at a discount, you shall not discount the products more than 15% below MSRP. Permission for special sale events beyond the 15% discount by you must be requested from us in writing.
3.4 Wholesale Pricing
All prices are listed in South African Rand and unless otherwise stipulated are VAT Exclusive.
Registered Wholesalers will, upon approval, receive email confirmation of wholesale pricing and wholesale discount percentage off MSRP.
MSRP prices are subject to change without notice and Wholesaler is to check the Forever Fresh Website for current MSRP pricing.
3.5 Shipping
Shipping is not included in the cost of goods. On all orders freight will be charged on each invoice and will automatically be calculated at time of checkout on the Forever Fresh Website.
We do not ship international orders at this time.
3.6 Returns
Other than defective or incorrect orders, (see Par. 3.8 below), due to the nature of the products being food items, for safety reasons, no returns are possible.
3.7 Payments
Preferred payment method is by EFT, please email your Proof of Payment to info@foreverfresh.co.za.
Payment by EFT to be made to:
ACCOUNT: FOREVER FRESH FOODS (PTY) LTD
ACC No.: 62821170488
BANK: FIRST NATIONAL BANK
BRANCH: 200912
Wholesaler can also elect to use Credit Card as an alternative payment method and all major South African issued cards are accepted.
3.8 Damages and Defects
Please inspect all shipments immediately upon arrival. Please contact us by email within 5 days of receipt of damaged or defective shipments for us to investigate. Defective Products will be replaced with new Products once our investigation has been satisfactory concluded. Returned Products will not be accepted if it is held for more than 15 days after receipt.
3.9 Delivery Window
We endeavor to get out each order ASAP. Please allow at least 5-7 days from the time of your order for completion of items. Larger orders may require more time; please contact us for information about availability.
4. Termination
4.1 Either the Wholesaler or Forever Fresh may end this Wholesale Agreement at any time, with or without cause, by giving the other party written notice. Written notice can be sent by email to either party.
4.2 Upon termination, the Wholesaler will lose access to the Forever Fresh Website.
4.3 This Wholesale Agreement will terminate immediately without notice upon any material breach of the Terms and Conditions by the Wholesaler.
5. Modification
We may modify, add or remove any of these Terms and Conditions at any point in time. In such event, you will need to comply with a revised version of these Terms and Conditions when prompted to do. If any modification is unacceptable to you, you may end your association with the Wholesale Program by closing your account. If you do not accept the modified Wholesale Program Terms within 30 days of the update, we reserve the right to terminate your account. Continued participation in the Wholesale Program will indicate your agreement to the changes and your adherence to any modified Terms and Conditions.
6. Disclaimer
FOREVER FRESH MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING FOREVER FRESH SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF FOREVER FRESH’S ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
7. Representations and Warranties
You represent and warrant that:
7.1 This Wholesale Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
7.2 You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Wholesale Agreement, without the approval or consent of any other party;
8. Limitations of Liability
TO THE EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. Indemnification
You hereby agree to indemnify and hold harmless Forever Fresh, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on
(i) any claim that our use of trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party,
(ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or
(iii) any claim related to your business, site, including, without limitation, content therein not attributable to us.
10. Confidentiality
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Wholesale Agreement which is marked “Confidential,” will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
11. Miscellaneous
11.1 You certify that you are an independent business or contractor, and as such, nothing in this Wholesale Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Forever Fresh. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your website or any other website or otherwise, that reasonably would contradict anything in this section.
11.2 Neither party may assign its rights or obligations under this Wholesale Agreement to any third party, except to a party who obtains all or substantially all of the business or assets of a party to this Wholesale Agreement.
11.3 This Wholesale Agreement shall be governed by and interpreted in accordance with the laws of the Republic of South Africa without regard to the conflicts of laws and principles thereof.
11.4 You may not amend or waive any provision of this Wholesale Agreement unless in writing and signed by both parties.
11.5 This Wholesale Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
11.6 The headings and titles that are contained in this Wholesale Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Wholesale Agreement.
11.7 If any provision of this Wholesale Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this Wholesale Agreement shall have full force and effect.
11.8 The Wholesale Agreement is an electronic contract that sets out the legally binding terms of your participation in the Forever Fresh Wholesale Program. You indicate your acceptance of this Wholesale Agreement and all of the terms and conditions contained or referenced in this Wholesale Agreement by completing the Wholesale Program registration process. This action creates an electronic signature that has the same legal force and effect as a handwritten signature.