Appendix to the Agreements on granting exclusive distribution rights
1) The Parties to the Agreement on granting exclusive distribution rights, the details of which are specified in the Contract, have accepted and agreed that this Annex will be permanently applicable to all Contracts of this type.
2) This Annex to the Agreement granting exclusive distribution rights (hereinafter referred to as the Contract, the Contract, the Agreement) was accepted by the Parties with a view to fully fulfilling mutual obligations. This Annex is concluded as follows:
Norland Systems Corporation number 515355014, Bar Yehuda 43, Haifa, Israel 3262732 website address: 7win.org, e-mail: firstname.lastname@example.org (hereinafter referred to as Party 1) and any individuals and legal entities that carry out entrepreneurial activities ( hereinafter referred to as Party 2), together referred to as the Parties that sign the Agreement on the Distribution of Goods on Exclusive Rights, have accepted and agree that the Parties to the Annex to the Treaty are specified in the Treaty signed by the Parties.
3) This Annex to the Treaty becomes inalienable and universally applicable for all Agreements between the Parties, the purpose of which is the desire of the Party 2 to provide Party 1 with a set of exclusive rights that will extend to cooperation.
4) For the convenience of the Parties, Switzerland has been chosen as the jurisdiction for the settlement of disputes under the Treaty, and all disputable issues will be resolved in the Swiss judicial authorities (both the procedural component and the jurisdiction of the decision). In the event that the Swiss court does not accept the case for consideration – disputes under this annex may be considered in any other court at the discretion of the Party 1. In this case, Arbitral awards will be carried out in accordance with the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York, New York Convention), dated June 10, 1958.
5) This application, according to the wishes of the Parties, is free to describe terms and concepts, and also contains non-standard explanations and wording of concepts, which, in the opinion of the Parties, positively affects the understanding of the essence of the Treaty and the terms of cooperation.
6) In a situation where Party 2 does not agree with any provisions of this Annex, it must refrain from signing the Treaty with Party 1 and not using its services.
7) The commencement of the term of the Application – from the moment of adoption of the Company’s Rules and / or the signing of the Agreement.
8) Party 1 will independently evaluate the quality, completeness and authenticity of documents that confirm the quality of the products of Party 2, doing so in the interests of the ultimate purchaser of the product of Party 2. Also Party 1 has the right to request from Party 2 any document confirming the quality of the products of Party 2.
9) The Annex provides that Party 1 shall, in the interests of Party 2, implement a set of activities aimed at facilitating the promotion of the products of Party 2 at the market specified in the Contract. Party 2, in turn, provides for this purpose Party 1 exclusive rights for the entire period of cooperation.
9.1) A contract is deemed to be fulfilled, after the Party 2 has granted the Exclusive Product Exclusivity to the Party. In this case, Party 1 can still work under this Agreement for the duration specified in it.
10) Party 2 by signing the Agreement confirms that it has fully accepted its terms and conditions of this Annex and the Company Rules and insists on the need and benefits of the services of the Party 1.
11) Party 2 agrees that all information posted on the website of Party 1 and received by it from third parties about Party 1 – may be inaccurate and / or untrue. In this regard, Party 2 – is obliged to take all measures aimed at making all the important information for it in the Treaty between the Parties. In the event that Party 2 has not made changes and additions to the Agreement, this means that this information is immaterial and does not matter to the Parties when signing the Treaty and using the services of the Party.
12. It is the responsibility of the Party to verify all information, data, information on Party 1, its agents and associated third parties under the circumstances in which Party 2 can not do so – it must refrain from signing the Treaty with Party 1, her agents and not use the services of the Party.
13. The Parties understand that the nature of this Agreement is the granting of exclusive rights to products on the one hand and obtaining them from the other side.
14. The Parties have agreed that the Annex to the Contract, the Contract and the Rules are understood and accepted by them “as is” and will not be changed or incorrectly interpreted by the Party 2. Party 2 may either accept all conditions provided for by the Treaty, the Annex to it and the Rules, or abandon them in the complex. Mutual claims for non-cooperation – are not allowed.
15. According to the purposes and intentions of the Parties, the subject of the Annex is the provision of Party 1 services to Party 2, which are specified in paragraph 58 of the Annex to the Treaty. Party 1 reserves the right to provide any additional services and services to Party 2, and further expand the list of services aimed at meeting the Parties’ objectives.
16) Party 1 will be able to make a profit after signing the Agreement and obtaining exclusive rights to the products of Party 2, solely as a result of the provision of intermediary services to Party 2 and to any third parties.
16.1) The source of income of Party 1 from cooperation with Party 2 may be, only when concluding sales contracts with the services of Party 1, – assigning exclusive rights to a third party and charging intermediary interest for it from third parties, charging from the Party 2 percent for that it has found a partner for Party 2, the sale of information received from Party 2 to third parties and other actions at the discretion of Party 1. Payment may be accepted by Party 1 in the form of cash, non-cash settlements, crypto-currencies, debentures, juice, movable and immovable property, barter (for example, exchange of other information), and others at the discretion of the Parties.
17) Party 2 has the intention to grant exclusive rights to Party 1, in order to find a buyer with the assistance and assistance of Party 1, for its products specified in the Treaty.
18) A contract concluded and signed by the Parties does not provide for the payment of services by Party 2, that is, the exclusive right is granted to Party 1 at no cost. Party 1 may, in the course of cooperation, use any third parties, at its discretion, without notifying Party 2 of this cooperation.
19) Party 2 asserts that Party 1 fulfills its obligations and implements rights, through the completion of any attempt to promote the products of Party 2 in the specified territory. Such attempts include, among other things, the signing of the Treaty by the Party 1. This provision has been adopted and approved by the Parties, is beneficial and fair to them, not requiring additional efforts and actions from the Party 1, and also takes into account all the purposes and interests of the Party.
20) Contractual relations have been initiated, in the opinion of the Parties, in favorable circumstances. All the terms of cooperation are beneficial and necessary, and the Parties confirm their understanding of the objectives and terms of cooperation in full.
21) The Parties, at the time of signing the Contract, accept that all information of material importance must be entered into the Contract, or in other additional documents provided for by it.
22) The interests of the Parties are fully taken into account in the Annex, the Treaty and the Rules, and Party 2 will bear the full burden of costs associated with the use of the services of Party 1 and their possible modification and addition.
23) Party 1 reserves the right to use in the course of cooperation all personal and other data voluntarily provided by Party 2 for receiving the Company’s services.
24) Place of conclusion of the Agreement – country of registration of the Party 1.
25) Party 1 draws the attention of Party 2 that the Treaty can be ratified, that is, enter into legal force, only after Party 1 helps Party 2 sell the goods. Ratification of the Treaty does not in any way affect the fact that Party 2 adopts the Rules of Party 1 posted on the website of Party 1.
26) Party 2, upon receipt of 1 different information from the Party, will observe confidentiality requirements with respect to them, while Party 1 has the right to use this information at its discretion.
27) The Parties agreed that before the Ratification of each Agreement – Party 1 has the right to request, and Party 2 is obliged to provide any certificates and documents confirming the quality of the products. Ignoring Party 2 of this obligation is a gross violation of the Agreement and, upon receipt of a refusal to provide the requested documents, Party 1 has the right to refuse cooperation with Party 2, without any claims. This condition applies regardless of whether Party 2 has spent any funds at the time of cooperation.
28) No liability for the conduct and actions of any agent of Party 1 can be assigned to it, as well as to any third parties associated with the Treaty, the Annex to it.
29) Party 2 before signing the Treaty is obliged to verify it in all the necessary state institutions (customs authorities, banks, courts, law enforcement agencies, etc.).
30) The transfer of all rights and obligations under the Agreement may occur with any structural or organizational changes of Party 1. In this case, the successor or any other partner of Party 1 will fully answer for its obligations, and the Parties have agreed that Party 1 is not obliged to monitor and monitor the performance of obligations under the Contract before Party 2 after the transfer of their rights and obligations.
31) By signing the Agreement, the Parties express their consent to any active and passive activities of Party 1 aimed at fulfilling obligations and exercising their rights.
32) Party 2 does not object that Party 1 has intentions aimed at concluding as many as possible of exclusive contracts with various producers and distributors, regardless of the name, price and volume of production of the Party. 2. The conclusion of all Agreements on the initiative of the Parties takes place in connection with the fact that it can also provide services aimed at finding buyers of products of Party 2 specified in the Agreements and receive the specified profit from these transactions.
33) Party 1 may also provide: any assistant services, consultations, carry out marketing research aimed at the speedy sale of products of Party 2. All these actions may be regarded as attempts to organize a search for a buyer of the product of Party 2, but the Parties understand that they may not lead to the desired results, and also require additional financial costs for Party 2, and the Parties accept these conditions.
34) Any additional services not specified in the Contract, but necessary for the Parties to fulfill their obligations – may require the conclusion of an additional Agreement, other documents with their separate payment.
35) Party 2 undertakes to pay the additional services it needs, which will be provided by Party 1, in order to fulfill the objectives of the Treaty.
36) Any violation of the requirements of any other points relating to any monetary compensation for Party 2 specified in the Treaty will be accepted by Party 1 only in the event of a relevant court decision specified in the Treaty.
37) Party 1 reserves the right and the opportunity to engage in the implementation of its obligations and the implementation of rights of any third parties, including for the performance of financial transactions.
38) Party 2 understands and accepts that Party 1 is a foreign legal entity that can operate in foreign markets without opening branches or representative offices and without opening accounts with the Banks. Also, Party 1 can interact with any individual or legal entity around the world, use their assistant and / or financial services to accept and send payments.
39) Also Party 1 may, but is not obliged to interact with Agents (legal or natural persons) who provide it with assistant services, in the field of claims processing, legal assessment of transactions and terms of cooperation. Party 2, in turn, in case of claims, is obliged to interact with these Agents of the Party 1.
40) Party 2 agreed that the publication of any business information on the Internet, any other activity of Party 1 related to the promotion of the products of Party 2 – are appropriate efforts aimed at promoting products, implementing the agreed amount of goods, any other assistant services directed to purchase the products of Party 2 by third parties.
41) Party 1 independently determines the methods, volumes and mechanisms for the dissemination of any information received from Party 2, and Party 2 does not have the right to interfere in these processes and impose its own strategies for promoting the goods.
42) The obligation to confirm the proper quality of the goods is assigned to Party 2, and Party 1 – is obliged to indicate methods and mechanisms for verification and quality assurance in the country specified in the Treaty for obtaining exclusive rights. The final stage of quality assurance involves the receipt of an official document, for example: a certificate, a document from an official body, an enterprise, an institution authorized to issue these documents. If Party 2 does not intend to confirm the quality of its products, it shall not sign the Agreement with the Party.
43) This Agreement is not a contract of sale of the goods of Party 2, and after its signing – Party 1 does not have obligations to purchase the products of the Party 2.
In order to purchase and sell products, the interested Party or a third party is obliged to conclude an appropriate Sales and Purchase Agreement, which clearly indicates all the necessary conditions, namely: the period of validity, value, volumes and other information, the date of delivery, according to the requirements of the customs legislation and its analogues of the country registration of the Party 1.
44) The parties must comply with the established form of conduct during the whole period of cooperation, as well as other conditions prescribed by the Annex, the Treaty and the Rules. The parties are satisfied with the full scope of the rights and duties specified in these documents.
45) According to the terms of the Annex, the Parties under “ratification” mean “giving legal effect” to documents or actions.
The parties agree that the ratification of the Treaty will occur after the first order of the products of the Party. 2. Any third party may perform the order through the services of Party 1.
46) Ratification of the Treaty is not related to the acceptance by the Parties of the terms of this Annex and the Rules.
47) Party 1 has the right to start fulfilling any obligations specified in the Contract within 3 (three) years from the date of signing the Treaty.
48) In order to fulfill its possible contractual obligations to third parties, Party 1 may request from Party 2 an extract of the status of its bank account for a calendar year, with the signature and stamp of the authorized employee of the Bank, in order to verify the solvency of the Party. 2. Party 2 must have on its account at least 150% (one hundred and fifty percent) of the amount specified in the Agreement on the granting of exclusive distribution rights, as well as in the Sale and Purchase Agreement (if signed), regardless of who will pay amb products and services. If Party 2 refuses to provide such information – Party 1 has the right to terminate the Agreement without mutual obligations.
49) The parties will agree on prices, volumes and terms for products before each delivery of the goods, for further provision of this information to third parties interested in purchasing products
50) The official version of this Appendix and the Company’s Rules is the version in Russian, and all translations into additional languages are secondary. Party 2 and other third parties should not rely on translating the Appendix and the Rules into a language other than Russian, as it may contain incorrect information.
51) Party 2, before signing the Treaty, is obliged to attract all specialized specialists for the translation of the Treaty, the Annex and the Rules into its own language, and Party 2 is responsible for understanding the translated documents.
52) The Parties assert that the purpose of signing the Treaty is to grant exclusive rights to Party 2 to Party 1. This right of exclusivity Party 1 can be used from the moment of signing the Treaty. Taking into account that, the Parties understand that before the ratification of the Treaty, it has no legal force. Ratification of the Treaty comes after the first order of the products. Thus, Party 1 at its own risk and risk, will carry out activities to promote Party 2, prior to the first order of products, interacting with Party 2 only on the basis of the Rules. Party 2 understands and authorizes the promotion of its products by Party 1 to the first order.
53) The Parties may, at their discretion and by mutual agreement, edit and supplement the Agreement before signing, but this does not affect the operation and acceptance of the Appendix and Rules that occurred before the signing of the Treaty. Party 2, before signing the Treaty, is obliged to find and eliminate all contradictions in these documents, if any. In the event that Party 2 has not indicated the need to eliminate contradictions, they are recognized by Party 2 as not significant and having no influence on all conditions of cooperation.
54) If there is a need for additional familiarization with the documents, the Parties 1 – Party 2 are obliged to request them, and Party 1 is obliged to provide all necessary information and information. In the event that Party 1 does not fulfill its obligation to provide the necessary information – Party 2 may refuse to sign the Treaty.
55) Party 2 explained that in cases where any representatives of Party 1 indicate intention to purchase the products of Party 2, they only mean the procedure, methods and mechanisms taken into account in the Appendix and the Rules of the Company, namely, a set of measures that, after obtaining exclusive rights, will be aimed at selling the products specified in the Treaty.
56) Party 2 agrees that all additional costs and services of the Banks shall be paid by it independently, in a separate order, and payment of the services of Party 1 is beneficial to Party 2 (in the event that services are chargeable).
57) The principles and forms of interaction of the Party 2 with any third parties related to Party 1 concern only Party 2 and third parties, but this does not exempt Party 2 from paying Party 1 an intermediary interest for its services.
58) Party 1 interacting with Party 2 on the basis of the Rules, until the moment of ratification of the Treaty and its entry into force, has the right to enjoy all rights and privileges specified in the Rules, namely: to dispose of all information received from Party 2 at its discretion.
59) Party 1 delegates the authority to conduct negotiations on its behalf with Party 2 to its agents, representatives and other persons providing assistant services (hereinafter referred to as agents). These persons can cooperate with Party 1 on the basis of oral agreements, as well as in accordance with the Service Agreement concluded between the purchaser of services – the “Employer”, and the Employer concludes the relevant Agreement with the Party.
60) Party 1 notifies Party 2 that the Agreement may be signed by a trustee or representative of Party 1 on the basis of the Power of Attorney or the Service Agreement signed with that person. This person may not be an employee of Party 1. It is allowed to use for signing the Agreement individuals who have been delegated these rights. At the same time, responsibility for the fulfillment of the terms of the Agreement rests with this person.
61) Party 2, in the presence of its will and desire, may, before signing the Treaty with Party 1, – familiarize itself with the Treaty between Party 1 and its agents, collect all necessary information about them, and Party 1 must provide it. The request for this information must be properly executed through the e-mails of the Parties and, in case of the Party’s desire, 2 is certified and sent on paper. If Party 2 does not have the opportunity to review these documents, or Party 1 in any way interferes with access to them after receiving the relevant request – Party 2 should refrain from signing the Treaty.
62) Party 2 agrees that the services specified in the Agreement may be provided to it on an unimpeded basis, and not require any financial investments from it. This will happen if Party 1 is unable to find a buyer of the product of Party 2.
63) After signing the Agreement and starting the use of any service of Party 1 and also responding to emails from the representatives of Party 1 – Party 2, it accepts all terms of cooperation, without any reservations or exceptions, as also indicated in each electronic letter of Party 1.
64) “The right to choose” is the main principle of cooperation between the Parties, and in case of disagreement with any of the paragraphs of this Annex and Rules – Party 2 has the right not to sign the Treaty, and by signing the Treaty – Party 2 accepts it as it is , with all the positive and negative features.
65) If it is impossible for any reason to resolve disputes through negotiations and in the court specified in the Treaty – Party 2 delegates to Party 1 the possibility of an independent choice of the court.
66) The Parties agree that Party 1 has the ability to act on its behalf through its agents by signing separate Agreements with them. In the event of disputes, Party 2 understands and accepts that it will have to communicate with a third party, a representative of Party 1, which is responsible for resolving disputes. This individual or legal entity may not be located in the country of registration of the Party.
67) Party 2, before signing the Contract, is obliged to find out the location of the person responsible for resolving disputes and legal protection of the interests of the Party 2, and Party 1 can provide the Party 2 with this person and information about him.
68) Party 2 understands and understands that Party 1 is a foreign legal entity and operates on the international market in different jurisdictions, and therefore it can not and is not obliged to timely monitor and verify requirements for changes in the current local (local) legislation of the country Party 2 In this regard, Party 2 and other persons, before signing the Treaty and the adoption of these Rules in their country and / or jurisdiction – are obliged to timely verify compliance of all documents, statements and Rules to the requirements of its legislation, as well as to conduct legal expertise or its analogue, for the sake of legality and compliance with all local (local) legislation. The data of inspections and expertise Party 2 should be conducted with the involvement of third parties, specialists in this field, for compliance with the terms of the transaction with Party 1 requirements of local legislation. Party 2 confirms that before signing the Treaty and / or accepting these Rules – it has all the possibilities for this and has done so.
69) Party 2, if it is determined that the terms of the Agreement and these Rules do not comply with the requirements and conditions of local legislation, should refrain from signing from the Treaty not to use services. Party 2, after signing the Agreement, confirms that the Contract, the Rules, as well as all other documents of the Party 1 used in the framework of cooperation, are legal, necessary and consistent with the purposes and intentions of the Parties. Party 2 has every opportunity to engage legal professionals and contractual relations, to assess and understand these documents, and also realizes the need for this.
70) This Application is published on the site 7win.org and it is a public document that every visitor to the Internet can familiarize with, and it can not be perceived separately from the Treaty with Party 1 and the Rules.
71) Party 2, after acquaintance, translation and acceptance of the Appendix, the Company’s Rules that are located on the site, is obliged to print all these documents on paper and store together with the Contract, as all the above documents and materials, as well as the essence of the transaction – may be perceived parties only together, a single set of documents, according to clause 14 of the Treaty.
72) In case of circumstances in which Party 2 has violated the terms of the Agreement, the Appendix or the Rules, Party 1 will be exempted from liability for the fulfillment of any terms of the Agreement, without reimbursement of costs for payment of services (if services were chargeable). In these cases – if payment was made, it may not be compensated.
73) After the signing of the Treaty, all other oral and written agreements contradicting it lose their significance and are recognized as insignificant for cooperation, without any additions or exceptions.
74) The act of the executed works is not provided by the given Appendix, the Contract and Rules.
75) The Parties assert that there are no ambiguous and incomprehensible interpretations of concepts and provisions that are not understood in the Treaty, the Annex and the Rules. The Parties have no claims to all these documents, and their designs and compositions.
76) The Parties accept and agree that all the conditions of the Appendix to the Contract, the Company Rules contain all their purposes, desires and intentions, and also because the text and content of these documents do not require additional explanations and special knowledge. At the time of signing the Treaty, the Parties had all the necessary knowledge, tools and capabilities necessary to understand, understand and adopt the Treaty, the Annex and the Rules.
77) Representatives of Party 1 are: persons who conduct correspondence from domain e-mail addresses, persons indicated to Party 2 as representatives from domain e-mail addresses, persons conducting negotiations on behalf of the Party, administrators, controllers, IT specialists acting on a legal basis , having contractual or indirect contractual relations.
78) Before the signing of the Treaty by the Parties, all necessary negotiations, correspondence, coordination of disputable terms of cooperation were conducted. Therefore, the Parties, having signed the Treaty, recognize that it was signed in conditions that do not allow the commission of an error, misrepresentation, with the Parties’ understanding of all the circumstances that have the status of important circumstances for interaction.
79) The provisions of the Annex have priority over the provisions of the Treaty.
80) Party 2 before signing the Agreement – is obliged to familiarize with all the information and requisites of the Party 1.
81) This Appendix to the Contract contains all necessary information, explanations, rights and obligations of the Parties. There are no ambiguities in interpretation, and all the mutual interests of the Parties are taken fully into account.
82) If, for one reason or another, one or more provisions of this Annex to the Treaty are found invalid or unenforceable by a court of any jurisdiction, this does not affect the use of any terms of the Annex to the Treaty.
83) Parties Parties, in the event of disputes, before filing a lawsuit or appealing to any authorities – are required to resolve disputes through mutually beneficial debates.
84) The Parties shall not be liable for non-fulfillment or improper performance of obligations under this Annex to the Contract if they prove that it was due to the occurrence of force majeure circumstances that arose after the conclusion of this Agreement as a result of extraordinary events that the Parties have not could neither be foreseen nor prevented by reasonable measures, and the Parties undertook all possible and depending on them measures for the proper discharge of their duties. Force majeure circumstances include, in particular:
– the impact of the forces of nature (earthquake, flood, etc.), decisions of state bodies;
– Other extraordinary circumstances confirmed by documents of the competent authorities.
On any force majeure circumstances, the Parties may notify each other within 30 (thirty) working days from the date of their occurrence.
85) In the event of force majeure circumstances, the deadline for the fulfillment of obligations under this Annex to the Treaty shall be postponed for a period of time during which such circumstances and their consequences are effective.
86) With the signing of the Treaty, Party 2 understands that it voluntarily renounces the privileges granted by the State and its domestic legislation on the protection of consumers’ rights, because the jurisdiction of the signed Treaty is the jurisdiction of Switzerland, and no activity is provided in the territory of Party 2 .