Wholesale Terms & Conditions

1. Appointment

1.1. The Company and its delegates appoint the Retailer as a non-exclusive retail distributor of ‘Hercules Supplements (AUST) Pty Ltd products.

1.2 The Retailer accepts such appointment as a non-exclusive retail distributor and agrees to purchase and resell products in accordance with the terms of this Agreement.

2 Orders and Product Pricing

2.1 The Retailer will submit orders for Hercules Supplements (AUST) products in writing to the Company, specifying the quantity and type of products requested.

2.2 The Retailer acknowledges the following pricing structure:

(a) As set out in the below pricing schedule.

(b) All GWPs are at the discretion of the Company and cannot be chosen by the Retailer. Such items include, but not limited to, product, apparel and promotional bottles, whisks, massage guns which may be used by the Retailer to either on sell or provide to their customers as Gift with Purchases (GWPs).

2.3 The Retailer acknowledges the Company’s right to price adjustments on all products with a 30-day notice period.

2.4 The Company reserves the right to assess the pricing structures on an annual basis and any changes made will be communicated to the retailer with a 30-day notice period

3 Payment Terms

3.1 Payment of orders shall be made by the Retailer to the Company before dispatch of the order.

3.2 Failure to submit payment as specified in 4.1 will result in the order not being dispatched. The order will be held until payment is completed in the Company’s delegated bank account or bank accounts.

4 Delivery and Shipment

4.1 The Company shall use commercially reasonable methods and efforts to fulfill orders promptly and deliver the products to the Retailer in good condition.

4.2 If the total order exceeds $1000.00 AUD, the Company will bear all shipping costs and expenses associated with the delivery of the products.

4.3 In the event that the Retailer requests delivery of products by pallet or the Company must fulfill delivery by pallet, the shipping costs and expenses associated with such delivery method will be borne by the Retailer. The Company shall not be responsible for covering the costs associated.

5 Product Liability

5.1 For the purposes of this Agreement, “Defects” shall refer to any issues related to the physical condition or appearance of the packaging and products, including but not limited to: broken seals, dents, leaks, misprints, incorrect labelling, and tampered packaging that could affect product integrity and consumer safety.

5.2 The Company warrants that all Products supplied will be free from defects for a period six (6) months from the date of delivery.

5.3 Upon receipt of the shipment, the Retailer shall inspect the packaging of the Products. If any Defects are identified, the Retailer must notify the Company in writing within three (3) business days of delivery, proving photographic evidence and detailed description of the defects. The notice will include the batch numbers and the extent of the affected Products to assist in traceability and quality control effects.

5.4 Upon receipt of the notification from the Retailer regarding the defects, the Company shall, at its discretion:

(a) Replace the defective Products at no additional charge to the Retailer, including covering all shipping costs associated with the replacement.

(b) Offer a credit or refund for the defective products if replacement is not feasible.

5.5 The Retailer must take all reasonable steps to mitigate any further loss or damage to the defective Products once a defect is identified. This includes segregating the defective Products from the inventory to prevent sale or further use and storing them under conditions that do not exacerbate the Defects.

5.6 The Company agrees to conduct a review of its packaging processes if a pattern of Defects emerges. Based on the findings, the Company will make the necessary adjustment to prevent recurrence.

5.7 While the Company takes responsibility for the physical condition of the Products as delivered, its liability for Defects is limited to the remedies specified in clause 6.4. The Company shall not be liable for any indirect or consequential damages resulting from Defects, except as provided by law.

6 Training and Support

6.1 The Company shall provide the Retailer with training to ensure a thorough understanding of the Company's brand and products’ features, benefits, and proper usage. This training will ensure:

(a) Comprehensive information on each product, including ingredients, benefits, target demographics, and any scientific backing.

(b) Education on relevant health and safety regulations, labelling requirements, and any legal compliance related to the sale of dietary supplements.
(c) Effective selling techniques tailored to the supplements market, focusing on customer engagement and conversion strategies.

(d) Handling customer inquiries and complaints effectively, including protocols for adverse reaction reports.

6.2 Training will be provided at no additional costs to the Retailer and will be conducted via:

(a) Online webinars and digital resources.

(b) In person training sessions either at the Company's facilities or at the Retailers primary business location, depending on the scale of the Retailers operation and geographical logistics.

6.3 The Company commits to ongoing support to the Retailer to assist with any product related queries, customer feedback, or additional training needs:

(a) A dedicated phone line to our sales staff and email support for quick resolution of queries regarding products, inventory, and customer service.

(b) Frequent updates regarding new research, product modifications, or changes in regulatory standards that affect the products.

7 Marketing and Branding

7.1 The Retailer acknowledges and agrees that all trademarks, logos, and branding associated with the Company are the exclusive property of the Company.

7.2 The Retailer shall use the Company trademarks, logos and branding solely for the purpose of selling the Company’s products only in accordance with the guidelines provided by the Company.

8 Prohibition of Misuse

8.1 The Retailer agrees not to engage in any activities that may infringe upon, dilute, or tarnish the intellectual property rights of the Company.

8.2 The Retailer shall not register, acquire, or use any domain names, social media handles, or email addresses that incorporate or are confusingly similar to the Company trademarks without prior written consent of the Company.

9 Online Marketing Restrictions

9.1 The Retailer agrees not to engage in any online marketing activities that may directly or indirectly compete with or undermine the online presence of the Company. Additionally, the Retailer shall refrain from engaging in any practices that may damage the reputation or credibility of the Company’s brand name.

9.2 The Retailer shall refrain from using pay-per-click advertising, search engine optimisation techniques, or any other digital marketing tactics that may divert traffic from the Company and its official channels. This includes but is not limited to, bidding on keywords related to the Company or its products in search engines like Google, as well as engaging in aggressive search engine optimisation tactics that may artificially boost the Retailer website ranking at the expense of the Company’s official website.

10 Exclusive Online Distribution

10.1 The Retailer acknowledges that the Company maintains exclusive control over the online distribution of its products. This includes the rights to determine the channels through which the Company’s products are sold and distributed through.

10.2 The Retailer shall not sell or distribute Hercules products through third-party online marketplaces or platforms without the express written consent of the Company. This includes but is not limited to, platforms such as Amazon, eBay, or other online marketplaces where the Company’s products are not officially listed by the Company. Any such distribution without written consent shall constitute a material breach of this Agreement.

11 Promotions and Sales Involving the Company’s Products

11.1 The Company will from time to time have brand wide or specific product promotions that may be made available to Retailers to opt in or opt out of. The Retailer will be provided with:

(a) Details of the Promotion: Description of the promotion, including the products involved, the duration of the promotion, and the specific terms and conditions.

(b) Opt-In/Opt-Out Mechanism: Clear instructions on how the Retailer can opt-in or opt-out of the promotion. The Company will provide a reasonable deadline by which the Retailer must communicate their participation decision.

11.2 In such events the Company will provide: Credit for Discounts:

(a) For any products sold under the promotional terms, the Company will compensate the Retailer for the value of the discount applied during the promotion. This compensation will be provided in the form of a credit to the Retailer’s account with the Company.

(b) Calculation of Credit: The credit amount will be calculated based on the percentage discount from the RRP that the Retailer provides to customers as part of the promotion.

(c) Application of Credit: Credits will be applied to future orders or, where agreed upon, as direct refunds to the Retailer’s designated financial account.

11.3 Not all promotions will be available to every Retailer. The Company reserves the right to selectively offer certain promotions based on geographic region, sales performance, or market focus. When a promotion is not made available to all Retailers, the Company will provide reasons for the exclusion and, if possible, suggest alternative promotions or incentives that may be applicable.

11.4 The Retailer is required to track and report sales of promotional items accurately during and after the promotion period to assess the promotion’s impact.

11.5 Both parties agree to share relevant sales data and participate in a post-promotion review to evaluate the effectiveness of the promotion and to plan future marketing strategies accordingly.

12 Shelf Placement and Presentation

12.1 The Company shall provide the Retailer with detailed guidelines regarding the placement and presentation of the Products within the Retailer’s premises. These guidelines are designed to optimize the visibility and attractiveness of the Products to potential customers and ensure brand consistency across all retail locations.

12.2 The Products shall be positioned on shelves at eye level, or another prime location as specified in the display guidelines. The Company will specify the positioning that maximizes product visibility and accessibility to customers.

12.3 Products should be grouped according to the Company’s categorisation, which may be by product type, use case, target demographic, or any other categorization method that enhances product appeal and customer convenience.

12.4 The Company will provide training to the Retailer’s staff on effective merchandising techniques and the rationale behind the product placement strategies. This training will help ensure that the Retailer’s staff can maintain the display areas to the standards required by the Company.

12.5 The Company reserves the right to periodically review and inspect the Retailer’s compliance with the agreed shelf placement and presentation standards. These inspections may be conducted during regular business visits by Company representatives.

12.6 If the Company determines that the Retailer is not in compliance with the display requirements, the Company will notify the Retailer in writing, detailing the specific areas of non-compliance. The Retailer will have a specified period, typically no more than ten (10) business days, to correct these deficiencies. Repeated failure to comply may result in penalties, including reductions in supply or termination of the distribution agreement.

13 Data and Record

13.1 The right to request access to records to verify compliance and all data will be kept in accordance with the Privacy Policy set by the Queensland Government’s The Information Privacy Act 2009 (Qld) (IP Act).

13.2 The Company requests the data monthly from Retailers to ensure viability of the product in said Retailer including but not limited to the below:

(a) Market Penetration Analytics.
(b) Sell Through Rates.
(c) Volume and Frequency.

14 Promotional Material and Marketing

14.1 The Company will provide approved marketing material such as posters and any other such materials we deem necessary to help people understand our products.

14.2 The Company will provide the Retailer with marketing and promotional materials to enhance product visibility and sales, which include:

(a) Promotional Materials: Posters, flyers, sample packs, and digital content for use in physical and online marketing campaigns.

(b) Cooperative Advertising: Support for local advertising initiatives, potentially including cost-sharing arrangements.

(c) Seasonal Promotions: Information and materials for participating in national or regional promotional campaigns initiated by the Company.

14.3 To assist in the effective presentation and sale of the products, the Company will supply: Display units, informational brochures, and FAQs that can be used directly at point of sale. Digital content such as product videos and customer testimonials that can be displayed in-store or online.

14.4 The Company shall provide taste testings for clients and staff of the Retailer upon request as well as attend events by negotiation with the Retailer free of charge.

15 Product Innovations, Updates and Launches

15.1 The Company shall provide the Retailer with advance notice of any new products or significant updates to existing products. This notification will include:

(a) Product Details: Complete information on the product, including specifications, intended use, target customer demographics, and any relevant scientific or clinical research support.

(b) Expected Launch Date: The planned market introduction date to allow sufficient lead time for marketing and sales preparations.

(c) Pricing and Margins: Details on the pricing strategy, wholesale costs, and recommended retail pricing to ensure the Retailer can plan inventory and financials accordingly.

15.2 Prior to the launch of any new product, the Company will provide comprehensive training to the Retailer’s staff to ensure a deep understanding of the product’s features and benefits:

(a) Training Materials: Provision of detailed training manuals, online tutorials, and FAQs. Live

(b) Training Sessions: Arrangement of live, interactive training sessions via online seminar or at the Retailer’s location, as necessary.

15.3 The Company will support the Retailer with targeted marketing materials and promotional strategies specifically designed for the new product launch:

(a) Marketing Kits: Provision of customized marketing kits that include promotional materials, digital marketing content, and a media plan.

(b) Launch Promotions: Details of introductory offers, discounts, or special promotions to drive initial sales and product awareness.

(c) Social media and Online Marketing: Guidance and content for use in digital marketing campaigns, including social media posts, email newsletters, and online advertisements.

15.4 To facilitate the successful introduction of new products, the Company will:

(a) Initial Stock Quantities: Provide recommendations on initial order quantities based on market analysis and anticipated demand.

(b) Flexible Reordering: Offer flexible reordering terms during the initial launch period to adjust stock levels based on actual sales performance.

15.5 Post-launch, the Company seeks active feedback from the Retailer regarding customer reactions, sales performance, and any issues encountered:

(a) Feedback Mechanisms: Establish regular check-ins and review meetings to gather insights and discuss performance.

(b) Adjustments Based on Feedback: Commit to making timely adjustments to product formulations, marketing strategies, or inventory based on the Retailer’s feedback.

(c) Continuous Innovation: Inform the Retailer of any subsequent innovations or enhancements made to the product based on initial market feedback.

16 Confidentiality

16.1 The Retailer agrees to maintain the confidence of any Confidential Information that they have access to or become aware of during this agreement or thereafter.

16.2 The Retailer will not disclose any information without the prior written consent of the Company or as otherwise required by law and agree to prevent its unauthorised disclosure or use by any other person.

16.3 The Retailer agrees that ‘Confidential Information’ means the terms of this Agreement and any information of any type acquired includes but is not limited to trade secrets, formulations, technical knowledge, concepts, designs, plans, precedents, processes, methods, techniques, know-how, innovations, ideas, procedures, research data, financial data, databases, personnel data, computer software and programs, client lists, candidate lists, customer lists, pricing structures, business plans, information on client projects, correspondence and letters and papers of every description including all copies or extracts of same relating to the affairs or business of the Company or any client of the Company.

16.4 You agree not to use or disclose the Confidential Information for any purpose other than for the benefit of the Company and agree to return any or all Confidential Information on request by the Company.

17 Intellectual Property

17.1 The Retailer acknowledges that the Company is the sole and exclusive owner of all Intellectual Property Rights (IPR) created or conceived, in whole or in part, by you during your agreement with the Company, however and whenever created or conceived, whether solely or jointly with others and whether during regular office hours or otherwise.

17.2 Intellectual Property Rights (or IPR) means all intellectual property rights, including the following rights:

(a) patents, copyright, rights in circuit layouts, registered and unregistered designs, trademarks, domain names, business names and any right to have confidential information kept confidential; and

(b) any application or right to apply for registration of any of the rights referred to in paragraph (a).

17.3 The Retailer must promptly disclose to the Company all IPR or moral rights and moral rights conferred under the Copyright Act 1968 (Cth) and rights of a similar nature.

17.4 The Company may waive its rights to IPR in relation to any matter where it agrees to do so, and if required will enter into a written agreement confirming the extent of the waiver.

18 Survival

18.1 This survival includes, but is not limited to, the obligation to maintain the confidentiality of the Confidential Information, which shall remain in place indefinitely/until such Confidential Information becomes known publicly, through no fault of the receiving party, or until the Confidential Information is no longer considered proprietary or a trade secret, whichever occurs first.

19 Compliance and Enforcement

19.1 Failure by the Retailer to comply with the provisions and sections outlined in this agreement will constitute a material breach of this agreement. Such a breach may lead to penalties as deemed appropriate by the Company, including but not limited to suspension of supply, and immediate termination of the agreement, at the Company’s discretion.

20 Termination of Agreement

20.1 This Agreement may be terminated on thirty (30) days’ notice from one party to another.

20.2 On or before termination of this Agreement, each Party must return all copies of Confidential Information owned by the other Party.

21 Remedies

21.1 Each party acknowledges that:

(a) the Confidential Information remains the property of the party who provided the Confidential Information.

(b) a breach of this agreement will be harmful to the business interests of the other party;

(c) a party may seek urgent injunctive relief against the other to prevent any breach or the continuance of any breach of this agreement;

(d) a party will be entitled to seek all appropriate remedies, including monetary damages and interim, interlocutory, and permanent injunctions, against the other party in the event of a breach of a provision of this agreement.

(e) A party must immediately notify the other party if it suspects or has become aware that a person has disclosed or is suspected of disclosing or is intending to disclose any Confidential Information to any person otherwise than strictly in accordance with this agreement.

22 Indemnity For Costs

22.1 Each Party indemnifies the other Party against all costs, expenses, actions or claims directly or indirectly incurred or suffered by the other Party as a result of any breach of this agreement by that Party.

23 Scope of Indemnity

23.1. The indemnity in clause 5 extends to and includes all costs, damages and expenses incurred by the other Party in defending or settling any such costs, expenses, actions, suits proceedings, claims or demands (including legal costs and disbursements on a full indemnity basis).

24 Governing Law

24.1. This Agreement will be governed by, and construed in accordance with, the laws of the State or Territory in which the Company resides in.

(a) Queensland, Australia

25 Variation

25.1. Any variation of this Agreement will be of no force and effect unless confirmed in writing and signed by the parties.