Wholesale Terms


  1. Definitions

  2. Interpretation

  3. Relationship of parties

  4. Entire agreement

  5. Appointment of Distributor

  6. Obligations of the distributor

  7. Obligations of the merchant

  8. Compliance and regulation

  9. Products recall

  10. Minimum sale requirements

  11. Distributor’s marketing obligations

  12. Distributor’s liaison and reports

  13. The Price

  14. Orders and acceptance

  15. Delivery

  16. Payment terms

  17. Risk and retention of title

  18. Products defective or not as ordered

  19. Warranty and service policy

  20. Disclaimers and limitation of liability

  21. Mutual indemnities

  22. Assignment

  23. Sale of business or change of Control

  24. Confidential Information

  1. Intellectual property

  2. Data Protection Act 2018 Compliance

  3. Duration and termination

  4. Upon termination

  5. Miscellaneous matters

Schedule 1 Schedule 2 Schedule 3

Products and Prices
After sales service
Data Protection Act 2018 Compliance


This agreement is dated: It is made between:

And Of

Accurascale Limited

71-75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom

[Distributor’s name] [address] (the “Distributor”)

These are the agreed terms:

1. Definitions

These definitions apply unless the context requires a different interpretation:


“Confidential Information”

means all information about the parties to this agreement, including any information which may give a commercially competitive advantage to any other person.

It does not include information that it is reasonably necessary to disclose to a customer or other person in the usual course of business so far as that information is disclosed in those circumstances.

It includes among other things:

information about staff and their personal contact information,

data or information relating to product plans, marketing strategies, finance, operations,

customer relationships, customer profiles, sales estimates, business plans, and internal performance results of a party, and the customers, clients and suppliers of any of them;

It includes information about the Intellectual Property and the Know-how.



(including all derived terms), means, with respect to the relationship between two or more corporate bodies, the possession, directly or indirectly, of the power to direct the affairs or management of a corporate body, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of that corporate body.

means a customer of the Distributor who buys the Products.

means intellectual property owned by the Merchant, of every sort, whether or not registered or registrable in any country, including intellectual property of kinds coming into existence after today; and including, among others, patents, trade marks, unregistered marks, designs, copyrights, software, domain names, discoveries, Know-how, creations and inventions, together with all rights which are derived from those rights.

means any product offered for sale from time to time by the Merchant to the Distributor.

means the country of [territory].

means the prices at which the Merchant sells the Products to the Distributor, as set out in Schedule 1.

“Customer” "Intellectual Property"


“Territory” “Price” / “Prices”

2. Interpretation

In this agreement unless the context otherwise requires:

  1. 2.1.  A reference to one gender shall include any or all genders and a reference to the singular may be interpreted where appropriate as a reference to the plural and vice versa.

  2. 2.2.  A reference to a person includes a human individual, a corporate entity and any organisation which is managed or controlled as a unit.


  1. 2.3.  In connection with any benefit given by this agreement, a reference to a party includes reference to its parent company, affiliates and subsidiaries.

  2. 2.4.  A reference to a person includes reference to that person’s successors, legal representatives, permitted assigns and any person to whom rights and obligations are transferred or pass as a result of a merger, division, reconstruction or other re-organisation involving that person.

  3. 2.5.  A reference to a paragraph or schedule is to a paragraph or schedule to this agreement unless the context otherwise requires. The schedules form part of this agreement.

  4. 2.6.  The headings to the paragraphs and schedules to this agreement are inserted for convenience only and do not affect the interpretation.

  5. 2.7.  Any agreement by any party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing;

  6. 2.8.  Any obligation of any person arising from this agreement may be performed by any other person;

  7. 2.9.  The words “without limitation” shall be deemed to follow any use of the words “include” or “including” herein.

  8. 2.10.  A reference to an act or regulation includes new law of substantially the same intent as the act or regulation referred to.

  9. 2.11.  All money sums mentioned in this agreement are calculated net of VAT, which will be charged when payment is due.

3. Relationship of parties

  1. 3.1.  Each of the parties warrants that it has the authority to enter into this agreement.

  2. 3.2.  Nothing in this agreement shall create a partnership, franchise or agency or other relationship between any of the parties, other than the contractual relationship expressly provided for in this agreement.

  3. 3.3.  Neither party shall have, nor represent that it has, any authority to make any commitment on the other party’s behalf, except as provided in this agreement.


  1. Entire agreement

    1. 4.1.  This agreement contains the entire agreement between the parties and supersedes all previous agreements and understandings between the parties.

    2. 4.2.  Each party acknowledges that, in entering into this agreement, it does not rely on any representation, warranty, information or document or other term not forming part of this agreement.

  2. Appointment of Distributor

    1. 5.1.  The Merchant now appoints the Distributor as its non-exclusive distributor in the Territory for the sale of the Products, and the Distributor now agrees to act in that capacity, subject to the terms and conditions of this agreement.

    2. 5.2.  Subject to this agreement, the Distributor is free to promote and market the Products in any way that it may think fit at the recommended retail prices provided by the Merchant for at least 6 months following release.

  3. Obligations of the Distributor

The Distributor agrees that he will at all times:

  1. 6.1.  use all reasonable efforts to distribute the Products;

  2. 6.2.  comply with all relevant governmental rules and regulations relating to the sale of the Products in the Territory;

  3. 6.3.  make no representations or warranties with respect to the Products other than those specifically authorised in writing by the Merchant;

  4. 6.4.  not appoint any other person as a distributor or agent for the Products in the Territory without the express written permission of the Merchant.

But the Distributor shall not be liable to the Merchant if some person sells Products within the Territory without the permission of the Distributor.


  1. Obligations of the Merchant

    1. 7.1.  The Merchant warrants that:

      1. 7.1.1.  it has the unrestricted authority to grant the rights and licenses required or contemplated by this agreement;

      2. 7.1.2.  it has all the Intellectual Property rights that are necessary to market, distribute, and license the Products.

    2. 7.2.  The Merchant agrees that it will at all times:

      1. 7.2.1.  provide marketing assistance and guidance to the Distributor;

      2. 7.2.2.  maintain comprehensive general liability insurance, including product liability, contractual liability, and cover for all business risks usually insured against, in the Territory;

      3. 7.2.3.  provide to the Distributor a reasonable quantity of informational literature, brochures, and other materials;

      4. 7.2.4.  maintain warranty and post-warranty repair services for the Products, appropriate to its applicable warranty policies for them.

  2. Compliance and regulation

    1. 8.1.  The Merchant agrees to assist and cooperate with the Distributor in securing regulatory approval for the Products during the term of this agreement, if applicable.

    2. 8.2.  The Distributor shall obtain at his own expense, all registrations and regulatory approvals necessary to promote, sell and use the Products in any part of the Territory.

    3. 8.3.  Each party shall maintain records of complaints about the Products.

  3. Products recall

9.1. Each of the parties has the right to recall products or contact buyers with a warning message or letter. In an emergency, either party may initiate a recall without consulting the other of them, provided fullest information is sent to the other of them when or before the recall is made.


  1. 9.2.  As far as possible a party suggesting a recall shall inform the other party with an agenda for discussion. Terms of the recall, including liability for cost, shall be agreed.

  2. 9.3.  The cost of the recall, including sales refunds and compensation to Customers, shall be paid by the party responsible for the recall, or proportionately with that responsibility.

  3. 9.4.  The Distributor shall send to the Merchant copies, in the language in which they were generated, of all reports, data and correspondence with the regulatory authorities in all countries in the Territory, including applications for regulatory approval, as soon as reasonably practicable after such documents and data are available to the Distributor. If the Distributor requires translation of any such material, the Distributor shall provide it, at the cost to the Merchant.

10. Minimum sale requirements

The Merchant shall be entitled to terminate this agreement if in any calendar year the total value of Products sold by it is less than the amount shown in the table below, subject to stock availability from the Merchant.


Per annum Per order

Total value

£ 3,500 £ 150

11. Distributor’s marketing obligations

  1. 11.1.  The Distributor is solely responsible for compliance with all laws relating in any way to the importation, marketing and sale of the Products within the Territory.

  2. 11.2.  The Distributor will:

    11.2.1. Provide an after sales service for Customers in accordance with the procedures set out in Schedule 2;


  1. Distributor’s liaison and reports

    The Distributor will provide to the Merchant:

    1. 12.1.  informally, on request, an estimate of his requirements for the Products for the following twelve month period;

    2. 12.2.  as often as may be appropriate, details of any regulation applicable in the Territory which affects the substance, packaging, description, sale or price of any of the Products.

  2. The Price

13.1. The Price of the Products shall be the price stipulated in the Merchant’s published price list current at the date of despatch of the Products.


  1. 13.2.  Once agreed, the Price for the Products shall remain fixed unless otherwise agreed in writing by the parties.

  2. 13.3.  The Prices are exclusive of value added tax or any other sales tax for which the Distributor is also liable.

14. Orders and acceptance

  1. 14.1.  The Merchant reserves the right to reject any order or to cancel any order previously accepted, in writing if, in the Merchant' discretion, it is of the opinion that the Distributor will be unable to make payment as required by this agreement.

  2. 14.2.  If it rejects an order, or cancels an order previously accepted, the Merchant shall give to the Distributor prompt written notice of its cancellation.

  3. 14.3.  Nothing said or done by the Merchant is an acceptance of an order until it actually dispatches the Products. At any point up until then, it may decline to supply the Products to the Distributor without giving any reason.


15. Delivery

  1. 15.1.  Prices are “ex works” and accordingly the Distributor is responsible for arranging and paying for transport and insurance.

  2. 15.2.  If the Distributor asks the Merchant to arrange transport and insurance and the Merchant does so, it acts as agent for the Distributor, who shall make good to the Merchant the full cost expended by the Merchant including the Merchants overhead cost.

  3. 15.3.  The Merchant will use its best endeavours to supply the Products to the Distributor within one week from receipt of the Distributor’s order to the Merchant.

  4. 15.4.  The Merchant may from time to time change any specification relating to any of the Products or to the range of Products offered for sale without reference to the Distributor.

  5. 15.5.  Each order from the Distributor to the Merchant is a separate contract.

  6. 15.6.  Upon receipt of each order from the Distributor the Merchant will inform the Distributor of the estimated delivery date. The Merchant will use its best endeavours to meet the delivery date but it will not be liable for any cost in the event of delay.

16. Payment terms

  1. 16.1.  Payment of the Price shall be due when the Product is ready to deliver to the Distributor.

  2. 16.2.  All sums due under this agreement:

    1. 16.2.1.  shall be made in full, without any set-off or counter claim and without deduction of or withholding for any tax now or subsequently imposed by or in any country.

    2. 16.2.2.  shall be paid by the due date, failing which the Merchant may charge the Merchant interest on late payments on a daily basis at a rate equivalent to 8%;

    3. 16.2.3.  Payments will be made by the Distributor in Sterling by direct transfer to the Merchant’s bank account as notified to the Distributor.


  1. 16.3.  On request, the Merchant will supply details of its bank account so as to enable the Distributor to pay directly via the Internet.

  2. 16.4.  If any applicable law requires any tax or charge to be deducted before payment, the amount due under this agreement shall be increased so that the payment made will equal the amount due as if no such tax or charge had been imposed.

  3. 16.5.  Any sum due under this agreement not expressed in Sterling shall be converted into Sterling at the official rate of exchange in London at the close of business on the last day before the payment became due.

  4. 16.6.  Banking charges by the receiving bank on payments to the Merchant will be borne by the Merchant. All other charges relating to payment in a currency other than euro will be borne by the Distributor.

  5. 16.7.  The parties shall collaborate to take advantage of any double taxation treaty in force.

  6. 16.8.  Where credit has been agreed in writing between the parties, all invoices shall be paid by the Distributor within 30 days of the date of invoice.

  7. 16.9.  No right of set off shall arise.

17. Risk and retention of title

  1. 17.1.  Ownership of the Products shall not pass to the Distributor until it has paid the Price in full, but the risk in the Products shall be borne by the Distributor from the date of the delivery by the Merchant or their agents.

  2. 17.2.  In spite of delivery having been made, property in the Products shall not pass from the Merchant until:

    17.2.1. the Distributor has paid the Price in full; and

    17.2.2. no other sums whatever shall be due from the Distributor to the Merchant.

  3. 17.3.  Until property in the Products passes to the Distributor, it shall hold the Products on a fiduciary basis as bailee for the Merchant.


  1. 17.4.  Despite any of the Products being owned by the Merchant, the Distributor may sell or use the Products in the ordinary course of its business at full market value for the Merchant’s account.

  2. 17.5.  Any sale or dealing shall be a sale or use of the Merchant’s property by the Distributor on the Distributor’s own behalf, so that the Distributor deals as principal and not as agent for the Merchant.

  3. 17.6.  Until property in the Products passes from the Merchant the entire proceeds of sale of the Products shall be held in trust for the Merchant and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Merchant’s money.

  4. 17.7.  The Merchant is entitled to recover the Price notwithstanding that property in any of the Products has not passed from the Merchant.

  5. 17.8.  If the Merchant asks the Distributor to return Products unpaid and unsold, the Distributor must do so.

  6. 17.9.  If, when asked, the Distributor fails to return the Products, the Merchant may enter the Distributor’s premises and repossess the Products.

  7. 17.10.  The Distributor must not pledge or in any way charge by way of security any of the Products owned by the Merchant. If the Distributor do so, all money owing to the Merchant shall immediately become due and payable.

  8. 17.11.  The Distributor must keep the Products insured to their full value against ‘all risks' to the reasonable satisfaction of the Merchant until sold on by the Distributor.

  9. 17.12.  If, when the Merchant asks, the Distributor fails to deliver to the Merchant a copy of the Distributor’s insurance policy covering risks to the Products, all money owing by the Distributor to the Merchant shall immediately become due and payable.

  10. 17.13.  The Distributor will not move any Products to which this retention of title provision applies to any different place without the consent of the Merchant.

18. Products defective or not as ordered

18.1. The Merchant shall use all reasonable endeavours to ensure that the Products:


18.1.1. comply with their description on the order; and

18.1.2. are of satisfactory quality and/or fit for their purpose.

  1. 18.2.  Immediately upon taking delivery of any Products, the Distributor shall examine the Products and shall satisfy himself that they comply with the order, are of merchantable quality and in safe, clean and usable condition.

  2. 18.3.  If the Distributor finds any defect in the quality or quantity of the Products, or a failure to comply with the order, it must immediately inform the Merchant of that defect. If no notice is received by the Merchant within 7 days from the time of delivery, then it shall be presumed that the Distributor has accepted the Products.

  3. 18.4.  If the Distributor claims that the Products were under-delivered or defective, the Distributor will return any damaged Products at its own expense to the Merchant.

  4. 18.5.  If the Merchant agrees with the shortage or defect, it will top up the order to the correct number and / or will replace the damaged Products at its own cost and refund to the Distributor the cost of returning the Products.

  5. 18.6.  The Merchant will repair or replace Products showing a defect in the following circumstances:

    1. 18.6.1.  the defect is reported to the Merchant within 12 months of purchase;

    2. 18.6.2.  the defect results only from faulty design;

    3. 18.6.3.  the Distributor has returned the defective Products or parts to the Merchant if it has so requested.

  6. 18.7.  If the Merchant agrees that it is liable, it will refund the cost of return carriage and will repair or replace the Products free of charge.

  7. 18.8.  If the Merchant repairs or replaces Products, the Distributor has no additional claim against the Merchant either under this agreement or by statute or common law, in respect of the defect.

19. Warranty and service policy

The Merchant now warrants to the Distributor that:


  1. 19.1.  the Products will be of merchantable quality and will comply with the agreed specification;

  2. 19.2.  it is not aware of any rights of any third party in the Territory which would prejudice the promotion or sale of the Products by the Distributor or the use of any of the Intellectual Property.

  3. 19.3.  each Product will be free from defects in performance for its intended use for a period of one year from the date of its initial sale by the Distributor to the final Customer.

  4. 19.4.  In the event that the Distributor or Customer finds any Product to be defective, it should call the Merchant’s Customer service and provide full information.

  5. 19.5.  If the Merchant accepts the possibility of the Product being defective, it will ask the Distributor to return it to the Merchant, at the Distributor's expense. If the Product proves to be defective, the Merchant shall repair or replace it as the Merchant shall choose. It shall then return it to the Distributor free of charge and repay to the Distributor the cost of having returned the product to him.

20. Disclaimers and limitation of liability

  1. 20.1.  The law differs from one country to another. This paragraph applies so far as the applicable law allows.

  2. 20.2.  Conditions, warranties or other terms implied by statute or common law in any country, are excluded from this agreement to the fullest extent permitted by law.

  3. 20.3.  The Merchant is not liable to any person in any circumstances if at any time:

    20.3.1. the Product has been damaged in any way whatever;

    20.3.2. the Product that has been repaired or serviced by someone not authorised by the Merchant to provide that service;

  4. 20.4.  The Merchant shall not be liable to the Distributor for any loss or expense which is:

    20.4.1. indirect or consequential loss; or


20.4.2. economic loss or other loss of turnover, profits, business or goodwill even if such loss was reasonably foreseeable or the Merchant knew the Distributor might incur it.

  1. 20.5.  This paragraph (and any other paragraph which excludes or restricts the liability of the Merchant) applies to the Merchant’s directors, officers, employees, subcontractors, agents and affiliated companies as well as to the Merchant itself.

  2. 20.6.  Except in the case of death or personal injury, the total liability of the Merchant under this agreement, however it arises, shall not exceed the sum of 10,000. This applies whether the Distributor’s case is based on contract, tort or any other basis in law.

  3. 20.7.  Nothing in this agreement shall be construed as limiting or excluding the liability of the Merchant for death or personal injury caused by its negligence.

21. Mutual Indemnities

  1. 21.1.  The Distributor agrees to indemnify the Merchant against any loss, damage or liability suffered by the Merchant resulting from either a breach of this agreement by the Distributor or from some other event connected with the sale of the Merchant’s Products in the Territory, including:

    1. 21.1.1.  any act, neglect or default by the Distributor's agents, employees, licensees or Customers;

    2. 21.1.2.  the Distributor’s breach of the intellectual property rights of any person;

    3. 21.1.3.  the Distributor’s failure to comply with the law of any part of the Territory;

    4. 21.1.4.  any successful claim by any third party alleging libel or slander in respect of any matter arising from the supply of Products by the Distributor.

  2. 21.2.  The Merchant agrees to indemnify the Distributor against any loss, damage or liability, suffered by the Distributor and resulting from:

    21.2.1. any act, neglect or default of the Merchant or its agent, employee, licensee or customer;


21.2.2. the proven infringement of the intellectual property rights of any third party;

provided that such liability has not been incurred by the Distributor through any default in carrying out the terms of this agreement.

22. Assignment

  1. 22.1.  Neither party may assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this agreement without the prior written consent of the other party, except that:

  2. 22.2.  A party may assign and transfer all its rights and obligations under this agreement to any person to which it transfers all of its business, provided that the assignee undertakes in writing to the other party to be bound by the obligations of the assignor under this agreement.

  1. Sale of business or change of Control

    1. 23.1.  Any change of Control of the Distributor whether in contract or by operation of law is a fundamental breach of this contract entitling the Merchant to terminate it.

    2. 23.2.  If the Merchant terminates the contract on account of a change of Control, the Merchant shall have no obligation to accept the return of any goods whatever, and all money due at any time by the Distributor to the Merchant shall become due immediately.

    3. 23.3.  The fact that after the change of Control, the Merchant may continue to be willing to complete the contract shall not be a relevant consideration.

    4. 23.4.  The Distributor agrees that this provision is fair.

  2. Confidential Information

24.1. In respect of the Confidential Information of the other, each of the parties now agrees that it will:

24.1.1. from today until the expiry of five years from the termination of this agreement, keep the Confidential Information secret and


not divulge or make it known to anyone nor use it for the benefit of himself or any other person.

  1. 24.1.2.  not store, copy, or use the Confidential Information in any place or in any electronic form which may be accessible to any other person;

  2. 24.1.3.  not use or disclose Confidential Information except to such extent as is necessary for the purposes of this agreement, or with the consent of the other of them;

  3. 24.1.4.  explain to all relevant employees agents and sub-contractors about the provisions of this paragraph and will take appropriate steps to ensure compliance with these provisions by their employees agents and sub-contractors.

24.2. This paragraph does not apply to disclosure as may be minimally necessary to give effect to the purposes of this agreement whilst ever the agreement is operational.

The obligations set out in this paragraph shall continue to be fully effective indefinitely even if the Distributor has destroyed or returned the Confidential Information.

25. Intellectual Property

The Merchant now authorises the Distributor to use certain Intellectual Property in connection with the promotion, marketing and sale of the Products. The Distributor agrees that it will not:

  1. 25.1.  use the Intellectual Property otherwise than as permitted by this agreement;

  2. 25.2.  interfere with any of the Products or its packaging;

  3. 25.3.  change or remove any means of identification placed on the Products by the Merchant;

  4. 25.4.  use any of the Intellectual Property in any way which might prejudice its distinctiveness or its value;

  5. 25.5.  cause or permit anything which may damage or endanger the Intellectual Property or the Merchant’s title to it;

  6. 25.6.  use in its own business, any name or mark similar to or capable of being confused with the Trade Name;


But that it will:

  1. 25.7.  notify the Merchant of any suspected infringement of the Intellectual Property;

  2. 25.8.  take such reasonable action as the Merchant shall direct at the Merchant's expense in relation to any infringement which may be found or suspected;

  3. 25.9.  mark the Products and their packaging or advertising associated with them as the Merchant shall direct;

  4. 25.10.  compensate the Merchant for any use by the Distributor of the Intellectual Property otherwise than in accordance with this agreement;

  5. 25.11.  on the expiry or termination of this agreement immediately stop using the Intellectual Property except as expressly authorised by the Merchant in writing;

  6. 25.12.  assist the Merchant in registering the Trade Mark in any jurisdiction as the Merchant may require.

  1. Data Protection Act 2018 Compliance

    1. 26.1.  To satisfy the Merchant’s and the Distributor’s legal obligations in connection with the personal data of a customer located in the European Union, each of the Merchant and the Distributor agrees that he will comply with the principles set out in the Data Protection Act 2018. These are fully described in the Schedule 3, which forms part of this agreement.

    2. 26.2.  Those obligations shall continue to apply after expiry or termination of this agreement for any reason.

  2. Duration and termination

    1. 27.1.  The Distributor acknowledges that the Merchant shall be under no obligation to renew or extend this Agreement and that it has no expectation or right to the contrary.

    2. 27.2.  This agreement shall continue until terminated:
      27.2.1. by 3 months’ notice in writing by either party to the other;



  1. 27.3.  on 28 days’ notice by the Merchant if the Distributor fails to pay any sum due within 28 days of the due date; or

  2. 27.4.  immediately by either party if the other commits any material breach of any term of this agreement and which in the case of a breach capable of being remedied is not remedied within 30 days of a written request to remedy it; or

  3. 27.5.  immediately by either party if a trustee, receiver, or similar officer is appointed in respect of all or any part of the business or assets of the other party or if a petition is presented or any other step is taken for the winding up of the other party or for the making of an administration or bankruptcy order (otherwise than for the purpose of an amalgamation or reconstruction).

28. Upon termination

Upon termination of this agreement for whatever reason, the terms set out below shall have effect.

  1. 28.1.  The Merchant will continue to supply to the Distributor such Products as were ordered by the Distributor before the date of termination.

  2. 28.2.  The Merchant may within seven days of the date of termination, subject to agreement with the Distributor, offer to re-purchase from the Distributor all or any part of the stocks of the Products held by the Distributor at the date of termination. If it exercises this option the price for the Products shall be the price previously charged by the Merchant to the Distributor and the Products shall be returned at the cost and risk of the Merchant.

  3. 28.3.  So far as the Merchant does not re-purchase the Products, the Distributor may continue to sell them until such stocks of the Products held are exhausted. If it does so, the obligations of the Distributor as set out in this agreement shall continue in full force and effect so far as they are applicable to the sale of the balance of its stock of the Products.

  4. 28.4.  In any event, within 28 days of the date of termination the Distributor will dispose of or deal with all samples of the Products and all marketing material supplied by the Merchant in accordance with the directions of the Merchant except that the Distributor may retain such


marketing material as is reasonably necessary to enable him to sell the balance of its stock of the Products.

  1. 28.5.  All Intellectual Property rights and licenses granted to the Distributor in this agreement shall immediately terminate, except that the Distributor may continue to use such rights as are reasonably necessary to enable him to sell the balance of its stock of the Products.

  2. 28.6.  Invoices for Products ordered before termination shall become payable immediately upon submission.

  3. 28.7.  The Distributor shall have no claim against the Merchant for compensation for loss of the distribution rights on the termination of this agreement.

  4. 28.8.  All claims or actions that one party has against the other shall remain intact despite termination.

29. Miscellaneous matters

  1. 29.1.  No amendment or variation to this agreement is valid unless in writing, signed by each of the parties or its authorised representative.

  2. 29.2.  The parties acknowledge and agree that this agreement has been jointly drawn by them and accordingly it should not be construed strictly against either party.

  3. 29.3.  So far as any time, date or period is mentioned in this agreement, time shall be of the essence.

  4. 29.4.  If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.

  5. 29.5.  The rights and obligations of the parties set out in this agreement shall pass to any permitted successor in title.

  6. 29.6.  Any obligation in this agreement intended to continue to have effect after termination or completion shall so continue.


  1. 29.7.  No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.

  2. 29.8.  Any communication to be served on either of the parties by the other shall be delivered by hand or sent by first class post or recorded delivery or by e-mail.

  3. 29.9.  In the event of a dispute between the parties to this agreement, then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.

  4. 29.10.  So far as the law permits, and unless otherwise stated, this agreement does not give any right to any third party.

  5. 29.11.  Neither party shall be liable for any failure or delay in performance of this agreement which is caused by circumstances beyond its reasonable control.

  6. 29.12.  In the event of any conflict between any term of this agreement and the provisions of the constitution of a limited company or any comparable document intended to regulate any other corporate or collective body, then the terms of this agreement shall prevail.

  7. 29.13.  Each party shall bear its own legal costs and other costs and expenses arising in connection with the negotiation and drafting of this agreement.

  8. 29.14.  The validity, construction and performance of this agreement shall be governed by the laws of Ireland and the parties agree that any dispute arising from it shall be litigated only in that country.

Signed by Stephen McCarron on behalf of Irish Railway Models Limited as its representative who personally accepts liability for the proper authorisation by Irish Railway Models Limited to enter into this agreement

Signed by [Distributor name]



Schedule 1: The Products and Prices

A ‘real time’ list is maintained at the URL below with discounts and ranges of Product offered to the Distributor.

https://docs.google.com/spreadsheets/d/ 1OIukFbCtBzHPzN5lTgnMejaWwEY8qkhPjd8q7WqOuwI/edit?usp=sharing

page26image38357248 page26image38357440


Schedule 2: After sales service

See specific After Sales documentation.


Schedule 3: Data Protection Act 2018 Compliance 1. Definitions

In this Schedule, the following words shall have the following meanings:

“Act” “Associate”


means the Data Protection Act 2018.

means any corporate or other form of organisation or any individual person with whom the Merchant and the Distributor has an association which does, or could, entail the transfer of personal data for processing.

means Directive (EU) 2016/680 of the European

Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data by competent authorities for the purposes of the prevention, investigation, detection or prosecution of criminal offences or the execution of criminal penalties, and on the free movement of such data, and repealing Council Framework Decision 2008/977/JHA.

means the Data Protection Commission.

means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation).

means all or any of:
(a) the Data Protection Regulations, (b) the Act,
(c) the Data Protection Act 1988, (d) the Data Protection Act 2003, (e) regulations made under the Act, (f) Directive.


“the Data Protection Regulations”

“the Law”

2. Data Protection


  1. 2.1.  The obligations described in this Schedule are in addition to the parties’ obligations under the Law.

  2. 2.2.  The Merchant and the Distributor agrees that personal data may move between the Merchant and the Distributor and vice versa in such a way that either of the Merchant and the Distributor may be controller of some personal data and processor of others.

  3. 2.3.  Details of the anticipated processing activities are set out at Appendix 1 to this Schedule.

3. How the Merchant and the Distributor shall process data

Each of the Merchant and the Distributor agrees that it shall at all times comply with the provisions and obligations imposed by the Law and, in particular, shall:

  1. 3.1.  process personal data only to the extent necessary to provide their respective obligations under this agreement and only in accordance with prior written instructions of the other (if required);

  2. 3.2.  immediately inform the other party if its instruction infringes the Law;

  3. 3.3.  ensure that every person processing personal data under this agreement does so strictly on a need-to-know basis, has received training on their obligations relating to handling of personal data and is bound by confidentiality obligations no less stringent than our confidentiality obligations under this agreement;

  4. 3.4.  in order to use commonly accepted international communications and money transfer protocols, it will be necessary to use sub-contractors for certain service provision. The parties shall not necessarily be aware of the identity of every organisation involved in the train of communications. When that happens, each of the Merchant and the Distributor accepts full responsibility for compliance with the Law.

  5. 3.5.  subject to the exceptions mentioned in the last previous sub- paragraph, the Distributor will not use sub-processors for personal data processing under this agreement without prior written consent of the Merchant.

  6. 3.6.  wherever possible, enter into a written contract with each such sub- processor, which includes the same obligations on the sub-processor as those imposed on each of the Merchant and the Distributor under this agreement.


  1. 3.7.  subject to the other provisions of this Schedule, not process personal data or permit any third party to process personal data outside of the European Economic Area (EEA) unless:

    1. 3.7.1.  EU standard contractual clauses approved by the European Commission or the DPC are entered into between the Merchant and the Distributor or relevant Associate as data exporter, and the relevant recipient of the personal data as data importer; or

    2. 3.7.2.  the recipient of the personal data has entered into a data processing agreement with the data exporter; or

    3. 3.7.3.  the recipient of the personal data is regulated within the United States of America solely by the U.S. Department of Commerce, is certified under the EU/US Privacy Shield framework, and continues to be certified for the period within which it processes the personal data; or

    4. 3.7.4.  the recipient of the personal data has entered into binding corporate rules, which are valid in respect of the processing of personal data under this agreement and have been approved by the European Commission or the DPC; or

    5. 3.7.5.  the transfer is to a recipient located within a jurisdiction whose law relating to the processing of personal data has been approved by the European Commission or the DPC (subject to any applicable restrictions).

  2. 3.8.  have in place at all times appropriate technical and organisational measures to ensure a level of security appropriate to the risk presented by processing the personal data, to prevent accidental, unauthorised or unlawful destruction, loss, alteration, or access to personal data, including as a minimum whatever security measures the Merchant and the Distributor requires of each other and notify to that other. Examples of such measures are:

    1. 3.8.1.  the pseudonymisation and encryption of personal data;

    2. 3.8.2.  the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services; and

    3. 3.8.3.  a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of processing;


  1. 3.9.  maintain a written record of all categories of processing activities carried out on behalf of the other party and when that other party asks, copy the record to him. The record shall contain:

    1. 3.9.1.  name and contact details and (where applicable) those of our approved sub-processors and details of their respective data protection officers;

    2. 3.9.2.  the categories of personal data, data subjects and processing activities carried out on behalf of the Merchant and the Distributor or Associates;

    3. 3.9.3.  where applicable, transfers of personal data to a third country (i.e. non-EU Member State) or an international organisation, including identification of that third country and documentation evidencing implementation of suitable safeguards; and

    4. 3.9.4.  a general description of the technical and organisational security measures we have installed as referred to in Article 32(1) of the Data Protection Regulations;

  2. 3.10.  when the Merchant asks, give to the Merchant or to the DPC, access to the Distributor’s employees, data processing facilities, procedures, and records to inspect and audit compliance with the Law and the terms of this agreement. The Merchant and the Distributor agree that each of the Merchant and the Distributor shall (and shall ensure any sub- processor shall) give all reasonable cooperation and assistance.

  3. 3.11.  immediately tell the other party (and in any event within 24 hours) after becoming aware of any actual or suspected unlawful destruction, loss, alteration, disclosure of, or access to, personal data transmitted, stored or otherwise processed by us or any sub-processor under this agreement;

  4. 3.12.  provide reasonable assistance to each other in:

    3.12.1. responding to data subject's requests to exercise their rights under the Act;

    3.12.2. responding to communications received from the DPC relating to the processing of personal data under this agreement, including notifying the other immediately of any such communication;

    3.12.3. taking measures to address data security incidents, including, where appropriate, measures to mitigate their possible adverse effects;


  1. 3.12.4.  promptly upon request, transfer personal data to a third party in compliance with a request from a data subject to exercise their right to data portability;

  2. 3.12.5.  make available to other on request all information necessary to demonstrate compliance with the obligations set out in this Schedule; and

3.13. at the Merchant’s request (no more than once in every calendar year) the Distributor shall complete and return without delay information security and data protection questionnaires.

  1. Post termination

    1. 4.1.  Upon termination the Merchant and the Distributor and any sub processor shall:

      1. 4.1.1.  physically destroy all copies of media upon which any personal data was supplied and any further copies;

      2. 4.1.2.  return all personal data stored in hard copy to other party;

      3. 4.1.3.  delete all personal data stored in soft copy, by some method which prevents future re-activation of that data;

      4. 4.1.4.  certify within 14 days of such request that the requirements of this paragraph have been complied with.

    2. 4.2.  Where either the Merchant and the Distributor or his processor, sub- processor is required to retain personal data in order to comply with applicable law, that party will tell the other party and will retain such personal data only in the capacity as set out in this Schedule and shall comply with the obligations as far as applicable law permits.

  2. Warranty and acceptance of liability

    1. 5.1.  Each party represents and warrant that the information provided in any response to any request by other shall be complete, true and accurate, and will not misrepresent his business or practices in respect of his ability to comply with the Law and his obligations under this agreement.

    2. 5.2.  If any act or omission of a party or his processors, sub-processors results in data transmitted or processed under this agreement being lost or degraded so as to be unusable, then that party shall be liable to the other for the cost of reconstituting the data and/or his and his Associate's costs in recreating such data.


Appendix 1 to Schedule 3

Data Processing Activities What either party may process in each category

  1. The Merchant and the Distributor shall process this basic personal data

    1. 1.1.  Name

    2. 1.2.  Address

    3. 1.3.  Email address

    4. 1.4.  Telephone number

    5. 1.5.  Product, service, technology or other business-associated information together with information relating to electronic communication, which may be personal information only when associated with the name or identity of the data subject.

    6. 1.6.  Technical information relating to electronic communication, which is personal information only when associated with the name or identity of the data subject

  2. Processing the data of these data subjects

    The Customers or prospective customers of the parties who do now or might in the future use the products together with any other people whose data is acquired in the course of business between the parties.

  3. This is why and how the Merchant and the Distributor shall process personal data

    1. 3.1.  Personal data will be processed in order to satisfy the respective obligations of the Merchant and the Distributor under this contract.

    2. 3.2.  Personal data will be processed in ways that are usual and reasonable in conducting the businesses of distribution.

  4. Retention period

    1. 4.1.  Each of the Merchant and the Distributor may retain personal data, along with much other data, for six years, for these reasons:

      1. 4.1.1.  for accounting and taxation purposes;

      2. 4.1.2.  to provide evidence if required in connection with a legal claim;

      3. 4.1.3.  for any other reason where the law provides a six years limitation period;

    2. 4.2.  If any event occurs which requires the Merchant or the Distributor lawfully to continue to retain data beyond that period, then it may do so.