This Longrich Distributor Agreement sets out the terms and conditions on which a person who has opened an Account with Longrich International UK Ltd (“Longrich UK” or “Longrich”) acts as a Distributor (as defined) of Products (as defined) in the United Kingdom. A Distributor shall be deemed to have entered into this Agreement with Longrich UK in accordance with sub-Clause 3 of this Agreement when he or she submits an application to become a Distributor, subject always to his or her right to cancel this Agreement as provided for in sub-Clause 4.5 of this Agreement.
1. Definitions and Interpretation
means this Longrich Distributor Agreement;
means a person who has submitted his or her details to Longrich UK via the Longrich UK Website for the purposes of applying to become a Distributor;
means any day when banks are open for business in England;
means a purchaser of a Product for his or her own use from a Distributor;
means an Applicant who has been approved to open an Account as a distributor of Products by Longrich UK;
means persons who have been recruited and approved to become a Distributor by an existing Distributor;
“Longrich UK Website”
means the website owned and managed by Longrich UK having the following address:
means the price list for Products that is published by Longrich and provided to Distributors as part of the Sales Kit;
means the products that Longrich makes available to Distributors for purchase and resale to Consumers including on or through the Longrich UK Website from time to time;
means the promotional materials that are supplied by Longrich in respect of the Products and provided to Distributors as part of the Sales Kit;
means, in relation to the business, affairs, customers, clients or suppliers of either party, information which is disclosed by that party to the other party pursuant to, or in connection with, this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);
means the materials and information designed, produced and made available by Longrich to Distributors that includes the Code of Ethics, the Price List, the Product Brochures;
“Terms of Sale”
means Longrich’s Terms of Sale for the Products which form part of this Agreement;
means the United Kingdom;
means the trademarks that are owned by and/or registered in the name of Longrich and which are attached to or used on any of the Products, Product Brochures or on any other materials or Products supplied by Longrich in connection with this Agreement;
means with regards to a Distributor, their sponsor, or person who recruited them to the business;
1.2 The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.
1.3 Words imparting the singular number shall include the plural and vice versa.
1.4 References to any gender shall include all genders.
1.5 Unless the context otherwise requires, each reference in this Agreement to:
1.5.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
1.5.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.5.3 “this Agreement” is a reference to this Agreement and to Schedules as amended or supplemented at the relevant time;
1.5.4 a Schedule is a schedule to this Agreement;
1.5.5 a Clause or sub-Clause is a reference to a Clause or sub-Clause of this Agreement or a paragraph of the relevant Schedule; and
1.5.6 a "Party" or the "Parties" refer to the parties to this Agreement.
2.1 Longrich wishes to sell its Products to Consumers in the Territory via direct selling.
2.2 The distribution method that Longrich employs for its Products is through Distributors who as independent business owners appointed under and in accordance with this agreement, can purchase Products for their own use, and/or offer Products to Consumers for purchase by way of their personal contacts.
2.3 This Agreement is the contractual basis on which Distributors are required to purchase Products from Longrich and sell and distribute Products to Consumers within the Territory.
2.4 The Compensation Plan sets out the basis on which Distributors, acting as independent business owners, are paid and rewarded by Longrich for their sales of Products. The Compensation Plan regulates the performance criteria that a Distributor must meet in order to be paid the compensation and to earn rewards for successful performance of his or her contractual tasks as an independent contractor.
2.5 Longrich will provide all necessary information concerning the Products to enable the Distributor to promote, market and sell the Products.
3 Appointment, Term and Renewal of Appointment of Distributors
3.1. A person interested in becoming a Distributor must be introduced to Longrich by an existing Distributor.
3.2. An Applicant must fulfil all of the following criteria to become a Distributor:
3.2.1. Not be employed by Longrich or by any of its subsidiaries or related entities;
3.2.2. Be a UK resident with no adverse immigration status
3.2.3. Not be disqualified by provisions of any United Kingdom law or regulations from becoming a distributor for Longrich.
3.3. An Applicant is required to provide details online to become a Distributor via the Longrich UK Website or in such other manner as provided for through the introducing Distributor.
3.4. An Applicant must first carefully read the contents of the Longrich websites terms and conditions including the terms of this Distributors Agreement
3.5. By submitting the application form, the Applicant is deemed to have read, accepted and to be bound by this Agreement.
3.6. Longrich may in its sole discretion accept or reject an Applicant's application without having to provide any explanation for its decision.
3.7. An Applicant shall have no right of appeal or recourse against Longrich if the application is rejected.
3.8. Any Applicant who is found to have submitted false or misleading information to Longrich as part of the Distributor application process shall be immediately removed as a Distributor by Longrich.
3.9. Failure to comply with the code of ethics or other obligations specified in this agreement may result in the distributor losing status as a distributor for Longrich.
4 Distributors’ Rights and Obligations
4.1 Subject to their compliance with the terms and conditions of this Agreement Distributors shall have the following rights during the term of their appointment
4.1.1. To purchase Products from Longrich for sale to Consumers within the Territory on the Terms of Sale at the prices advertised in the Price List;
4.1.2. To introduce an unlimited number of Applicants to become Distributors;
4.1.3. To receive information on the Compensation Plan including the basis on which improved or enhanced returns may be achieved as a Distributor;
4.1.4. To be paid and rewarded in accordance with the Compensation Plan;
4.1.5 To receive details of promotions and special programmes and events being offered by Longrich.
4.2 Distributors shall subject as provided:
4.2.1 Comply in all respects with the Code of Ethics and with all the terms and conditions of this Agreement;
4.2.2 At all times when engaged in promoting or selling any Products to Consumers use the title “Longrich Independent Distributor” and no other title or description;
4.2.3 Make only such statements concerning the Products which correspond to the statements and information contained in the Products Brochures.
4.2.4 Be responsible for paying all income and other taxes (including VAT) that arise and/or become payable in connection with his activity as a Distributor;
4.2.5 Indemnify Longrich for the consequences of any breach of the Code of Ethics or of this Agreement;
4.2.6 Without prejudice to the Distributor’s obligations to comply with the Code of Conduct, he shall:
18.104.22.168 At all times maintain the good name and reputation of Longrich in everything that he does while a Distributor;
22.214.171.124 Use all reasonable endeavours to promote Longrich and the Products to Consumers to secure sales of Products;
126.96.36.199 Use all reasonable endeavours to promote Longrich and the Products to individuals with the intent that they become Distributors;
188.8.131.52 Comply in all respects with the law in relation to all activities carried out and performed in his capacity as a Distributor;
184.108.40.206 Maintain contact with and have good relations with Downlines and provide support and encouragement to achieve sales of Products.
220.127.116.11 Maintain contact and co-operate with other Upline Distributors wherever possible to promote and encourage the wider distribution of the Products.
4.3 Distributors shall not:
4.3.1. state in writing or verbally or in any way give the impression to anyone that there is an employer-employee relationship between the Distributor and Longrich.
4.3.2. claim or otherwise assert that it has any form of exclusive rights as a Distributor of the Products whether in respect of a particular geographic area within the Territory or in respect of a particular type or sector of Consumers;
4.3.3. state or in any other way represent to anyone that he is acting as an agent for Longrich or that he has any authority to bind Longrich and the Distributor shall not pledge or attempt to pledge the credit of Longrich or make any representation or give any undertakings or promises on behalf of Longrich that are not expressly permitted under this Agreement;
4.3.4 mispresent or otherwise mislead Consumers or others in any way the contents, quality, purpose, effectiveness or use of any Products that he promotes or sells or otherwise cause any misunderstandings concerning any of the Products;
4.3.5. repack, delete, remove, damage, replace any labels, stickers or information listed on or attached to any Product packaging, Product Brochures or other selling aids issued by Longrich;
4.3.6. sell any Products that are in any way damaged or out of date;
4.3.7. use any of the Longrich Trademarks other than as expressly permitted in writing by Longrich;
4.3.8. promote or advertise any of the Products using language, words or images, including the Trademarks, other than those that are contained on the official Longrich website and Product Brochures or otherwise provided to the Distributor by Longrich;
4.3.9. create or be party to the creation or attempted creation of a sale and distribution system that is the same as or is similar to Longrich’s direct marketing system or actively promote or join another network marketing organisation by selling or promoting the same or similar products to the Products;
4.3.10. entice, encourage or solicit any Distributor to do any of the things a Distributor is prohibited or restricted from doing under this sub-Clause 4.3;
4.3.11. assign, transfer or sub-contract all or any of his rights under this Agreement to any other person.
4.4 The Distributor acknowledges and agrees that each of the provisions of sub-Clause 4.3 are reasonable and proportionate in their scope to protect and preserve the legitimate business and goodwill of Longrich in the Territory being the sale and distribution of the Products to Consumers.
5. Supply and Return of Products
Longrich will use its reasonable endeavours to ensure that the Products purchased by the Distributor will be of satisfactory quality, fit for their purpose and are as described at the time of purchase by the Distributor and shall match any samples that have been sent to the Distributor by Longrich unless Longrich has brought to the Distributor’s attention any differences between any such sample and the Products purchased by the Distributor.
5.1 If any Products purchased by the Distributor do not comply with sub-Clause 5 the Distributor can contact Longrich at as soon as reasonably possible to inform Longrich of the fault, damage or error, and to arrange for a refund, repair or replacement. The Distributor shall be entitled to the following in the event of purchasing Products that do not conform with sub-Clause 5.1:
5.1.1 As from the day of receipt of the Products the Distributor shall have thirty (30) calendar days within which to reject the non-conforming Products for an exchange.
5.1.2 If the Distributor decides to exercise his right to reject the non-conforming Products, and insists upon a refund instead of an exchange Longrich may reduce any refund to compensate for and reflect the use that the Distributor has had out from the Products and any economic benefits earned as a result of the transaction.
5.1.3 It should be noted that the provision to repair or replace will only have limited applicability to products distributed by Longrich. Longrich trading products are generally not capable of being repaired. In this instance, the available option will only be to replace the product where possible.
5.2 The Distributor shall not be entitled to claim under this Clause 5 if:
5.2.1 Longrich has informed the Distributor of the fault, damage, non-conformity or other problems with the Products before he purchased them;
5.2.2 the Distributor has purchased the Products for an unsuitable purpose that is neither obvious nor made known to Longrich and the problem has resulted from the Distributor’s use of the Products for that purpose; or
5.2.3 the problem with the Products is the result of normal wear and tear, misuse or intentional or careless damage.
5.3 Save as provided and subject to sub-Clause 5.5, the Distributor shall not be entitled to cancel or return Products to Longrich under this Clause because he has changed his mind to purchase them.
5.4 The Distributor has a legal right to a fourteen (14) calendar day cooling-off period within which the Distributor is entitled to cancel and return Products and he will receive a refund of any monies paid to Longrich for any Products purchased, provided that the Products remain in the same condition as when they were supplied to the Distributor; and are returned to Longrich at within seven (7) days of the Distributor’s cancellation notice.
5.5 To return Products to Longrich for any reason under this Clause 5 the Distributor must comply with the returns procedures and the Terms of Sale.
5.6 Refunds (whether full or partial, including reductions in price) under this Clause 5 will be issued by Longrich within fourteen (14) calendar days of the day on which Longrich agrees that the Distributor is entitled to a refund. Longrich shall only agree to refund where the distributor fully complied with the products return procedures and the terms of sale.
5.7 Refunds under this Clause 5 will be made using the same method of payment used by the Distributor when purchasing the Products.
6 Longrich’s Obligations
6.1 Longrich hereby agrees as follows throughout the term of this Agreement:
6.1.1. To keep the Distributor informed of any special promotions or offers in respect of the Products from time to time;
6.1.2. To supply the Products to the Distributor in accordance with the Terms of Sale and the Price List;
6.1.3. To pay and reward the Distributor in accordance with the Compensation Plan;
6.2 If the Distributor is a consumer, Longrich makes no warranty or representation that the Products are fit for commercial, business or industrial use of any kind (including resale). Longrich will not be liable to the Distributor for any loss of profit, loss of business, interruption to business, or for any loss of business opportunity.
7 Longrich’s Rights
7.1 Longrich shall:
7.1.1 Have the right to terminate this Agreement without prior notice to the Distributor if in its sole opinion the Distributor is in breach of any of his obligations or requirements under any of the following:
18.104.22.168. This Agreement;
22.214.171.124. The Code of Conduct;
126.96.36.199. The Terms of Sale;
7.1.2. Without prejudice to its rights under sub-Clause 7.1.1. Longrich shall have the right to issue a written warning to the Distributor if it becomes aware of any breach or default by the Distributor that enables Longrich to exercise its rights under sub-Clause 7.1.1. requiring the Distributor to rectify the breach or default to Longrich’s satisfaction within a specified period of time and if the Distributor fails to do so then Longrich may terminate this Agreement without further notice.
8.1 Each party undertakes that, except as provided by Sub-Clause 8.3 or as authorised in writing by the other party, it shall, at all times during the continuance of this Agreement and for twelve calendar months after its termination:
8.1.1 keep confidential all Restricted Information;
8.1.2 not disclose any Restricted Information to any other person;
8.1.3 not use any Restricted Information for any purpose other than as contemplated by and subject to the terms of this Agreement;
8.1.4 not make any copies of, record in any way or part with possession of any Restricted Information; and
8.1.5 ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that party, would be a breach of the above provisions of this Sub-Clauses 8.1.
8.2 Longrich may:
8.2.1 disclose any Restricted Information to:
188.8.131.52 any sub-contractor or supplier or customer;
184.108.40.206 any governmental or other authority or regulatory body; or
220.127.116.11 any of its employee or officers or of any of the aforementioned persons;
to such extent only as is necessary for the purposes contemplated by this Agreement, or as required by law; and
8.3 The provisions of this Clause shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason.
Notwithstanding anything to the contrary in this Agreement, Longrich shall not, except in respect of death or personal injury caused by the proven gross negligence of the Distributor, be liable to the Distributor by reason of any representation or implied warranty, condition or other term or any duty at common law, or under any of the express terms of this Agreement, for any indirect or consequential loss or damage (whether for loss of profit or otherwise and whether occasioned by the negligence of the Distributor or its employees or agents or otherwise) arising out of or in connection with any act or omission of the Distributor.
10 No Indemnity
10.1 If any claim is made or threatened to be made against the Distributor arising out of or in connection with this Agreement, howsoever the same may arise and whether occasioned by the negligence of the Distributor or otherwise, the Distributor shall be liable for all consequences, losses, costs (including legal costs), expenses and damages arising there from and Longrich shall not under any circumstances be liable in respect of or to indemnify the Distributor in respect of any such losses, costs, (including legal cost), expenses or damages or for any other claim for compensation or any legal or other expenses which are awarded against or incurred by the Distributor or agreed to be paid by the Distributor in settlement of any such claim made or threatened to be made against the Distributor.
11 Force Majeure
11.1 For the purposes of this Agreement "Force Majeure" means, in relation to either party, any circumstances beyond the reasonable control of that party and for the avoidance of doubt it shall include pandemics.
11.2 Neither party shall be deemed to be in breach of this Agreement, or otherwise be liable to other by reason of any delay in performance, or the non-performance of any of its obligations under this Agreement to the extent that the delay or non-performance is due to any Force Majeure of which it has notified the other party. The time for performance of that obligation shall be extended accordingly.
11.3 If the performance by either party of any of its obligations under this Agreement is prevented or delayed by Force Majeure for a continuous period in excess of one month, the parties shall enter into bona fide discussions with a view to alleviating its effects or to agreeing upon such alternative arrangements as may be fair and reasonable.
12 Data Protection
12.1 All personal information that Longrich or the Distributor may use will be collected, processed, and held in accordance with the provisions of any and all legislation and other regulatory requirements from time to time in force governing the collection, holding, and processing of personal data including, but not limited to, the Data Protection Act 2018 or any successor legislation, and EU Regulation 2016/679 General Data Protection Regulation (GDPR) and any other directly applicable EU regulation relating to privacy and data protection (for so long as EU law has legal effect in the UK) (“Data Protection Laws”).
12.2 For complete details of Longrich’s collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, and how to exercise them, and personal data sharing (where applicable), the Distributor should refer to Longrich’s Privacy Notice.
12.3 For the avoidance of doubt the Parties agree that they shall both comply with all applicable data protection requirements set out in the Data Protection Laws. This sub-Clause 12.3 shall not relieve either Party of any obligations set out in the Data Protection Laws and does not remove or replace any of those obligations.
13 Nature of the Agreement
13.1 Longrich shall be entitled to perform any of its obligations and to exercise any rights granted to it under this Agreement through any other member of its group, provided that any act or omission of that other member shall, for all the purposes of this Agreement, be deemed to be the act or omission of the party in question.
13.2 Longrich may assign, mortgage, or charge or sub-license any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations hereunder.
13.3 This Agreement (including, for the avoidance of doubt the documents incorporated by reference including the Terms of Sale, the Code of Ethics, and the Compensation Plan contains the entire agreement between the parties with respect to its subject matter.
13.4 This Agreement supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
13.5 Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
13.6 This Agreement may only be modified by an instrument in writing signed by the duly authorised representatives of the parties.
13.7 No failure or delay by either party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
13.8 No person other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
13.9 If any one or more provisions of this Agreement are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed to be severed from the remainder of the Agreement. The remainder of this Agreement shall be valid and enforceable.
Subject to any express provisions to the contrary each party to this Agreement shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of this Agreement.
15 Notices and Service
15.1 All notices and other communications under this Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
15.2 Notices shall be deemed to have been duly given:
15.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
15.2.2. if transmitted by e-mail, on the first Business Day following transmission; or
15.2.3. on the second Business Day following mailing, if mailed by prepaid first-class post.
15.3 In each case notices shall be addressed to the most recent address or e-mail address notified to the other Party.
16 Relationship of the Parties
16.1 The Distributor acts as an independent business owner under this Agreement.
16.2 Nothing in this Agreement shall be construed to place the Parties in the relationship of agent and principal, partners, employer and employee, or joint venturers.
16.3 Neither Party shall have the right or power to obligate or bind the other in any manner whatsoever.
17 Set Off
The Distributor shall not be entitled to withhold payment of any sums after they become due by reason of any right of set-off or counter claim which the Distributor may have or allege to have or for any other reason whatsoever.
18 Applicable Law and Jurisdiction
18.1 This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with the laws of England and Wales.
The Parties irrevocably agree that any dispute, controversy, proceedings or claim arising out of or in connection with this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the exclusive jurisdiction of the courts of England and Wales.