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What Does It Mean To Be a Distributor? E-Contract Interaction Rules

Contract Conditions

Contract Terms and Conditions for Vision International People Group Distributors

In case of noncompliance with one of the conditions mentioned below or of the information provided by the Distributor on the reverse side of the Contract being incorrect, sanctions may be applied to the Distributor immediately as per established procedure, including unilateral termination of the Contract by the Company without any compensation whatsoever.
Vision Holdings Limited (hereinafter Vision or the Company) is a company of distributors operating according to the principle of direct distribution of products and/or services, namely, health goods, cosmetics, clothing as well as any other products or services which the Company may decide to sell at any time.

  1. Each new distributor shall be eligible to conclude this Contract, shall be of age, fully legally competent and shall meet the conditions set for the distributor and defined in the Vision Distributor's Work Rules.
  2. Each new distributor undertakes to sign only one Contract with the Company and to confirm lack of any interest whatsoever in any other sphere of the Company’s commercial activities, with the exception of instances when such is explicitly permitted in the Vision Distributor's Work Rules and specifically cleared with the Company or its representative offices.
  3. Having signed this Contract, the Distributor becomes an independent, nonexclusive trader of products or services based at his/her home. The Distributor’s task shall be to distribute the Vision products by means of seeking customers. The Distributor shall be entitled to recruit new traders and undertakes to train them so that they in turn become distributors for the Company.
  4. No investments shall be required to become a Distributor for Vision.
  5. The Distributor shall receive remuneration in accordance with the Marketing Plan which provides for getting commissions on the activities of the distributors in his/her group. The commission scale is given in the Marketing Plan which may be changed from time to time at the Company's discretion.
    When communicating with prospective traders the Distributor shall not give any guarantees as to expected earnings or make any implausible statements regarding earnings, products or the Company’s Marketing Plan.
  6. If in the course of one month the Distributor fails to meet the conditions established by Vision for purchasing and distributing products among end customers, he/she shall not claim commissions for that month. Furthermore, the Distributor shall lose the right to his/her group of distributors, if he/she fails to meet the conditions for distributing products among end customers for 4 (four) consecutive months.
    A Distributor who has failed to make any purchases over the course of 4 (four) consecutive months shall retain his/her sponsor, but on the fifth month that Distributor’s entire group will shift to the active sponsor up his/her line, regardless of possible subsequent resumption of activities. That is called the degrade. If over the course of 6 (six) months after the degrade the Distributor fails to make a single purchase, his/her Contract shall be cancelled.
  7. The task of the Distributor shall be distribution of products by means of seeking end customers. Therefore the Distributor shall distribute the bulk of the products acquired before acquiring (ordering) new products from the Company or its representative offices.
    The Company expressly declares that purchasing products for the sole purpose of obtaining commissions is definitely forbidden and is contrary to the letter and spirit of the Vision Marketing Plan, since it allows to obtain commissions undeservedly.
  8. In case of any kind of indebtedness to the Company on the part of the Distributor, the Company shall deduct the appropriate sum from the commissions due the Distributor. Furthermore, failure to pay the cost of the products ordered and obtained from the Company’s representative offices shall entail automatic termination of the Contract immediately after the Company receives notification of such non-payment. All commissions due the Distributor prior to the Contract termination shall be immediately paid to the Distributor by the Company less said indebtedness.
  9. The Distributor shall be entitled to sell and advertise the Vision products on the Web only via websites licensed by the Company (hereinafter referred to as E-shops). At that the Distributor shall be forbidden to advertise and sell the Vision products via E-shops at the price below the product client's price recommended by the Company (hereinafter referred to as the Client's price). The Distributor shall be entitled to develop his/her own system of discounts on the Vision products. The distributor shall be entitled to utilize the said system of discounts in selling products only after it has been approved by the Company in advance.
  10. The Distributor shall be forbidden to sell or assist in selling the products he/she has purchased from the Company via websites using the online auctions for selling and buying (hereinafter referred to as Online auctions). The Distributor shall be entitled neither to avail him/herself of third parties' services for placing the Vision products on online auctions nor sell products to third parties should the Distributor know or have reasons to believe that the Vision products he/she so sells will be sold via an online auction. The provisions of this clause shall retain their validity after the termination of this Contract as well.
  11. The Company guarantees distributors and, consequently, end customers high quality of the products it distributes. Accordingly, any return of products may be effected by the Distributor only with the prior consent of the Company and in strict compliance with the laws regulating the protection of consumer rights. The Distributor shall be separately liable for possible expenses and losses incurred in his/her activities inasmuch as such activities are entirely independent. No liability for this shall be imposed upon the Company.
  12. The Distributor undertakes to expand the network of the agents under his/her wardship, to assure the training of the new distributors he/she has recruited, and to demonstrate to them best ways to present and deliver products to the end customer. Accordingly, the Distributor undertakes to be in constant touch with his/her newly recruited distributors in order to assure their training and to help them develop their commercial activities. The Distributor declares that he/she is familiar with the special rules for recruiting new members, these rules being specified in the Vision Distributor's Work Rules, and undertakes to comply with them.
  13. The Distributor shall not use names, emblems, symbols, and other markings belonging to Vision without written permission from the Company. Furthermore, he/she shall not advertise the Vision products or commercial practices without the Company’s written permission.
    The Distributor undertakes to advertise the products or the Vision Marketing Plan in strict compliance with the expressions and terms adopted in the documentation developed and disseminated by the Company.
  14. The Distributor undertakes to maintain the secrecy of confidential information regarding the Company, including Vision’s commercial secrets, and also never allow dissemination of information undermining the Company’s business reputation.
  15. The Company and the Distributor can terminate the Contract unilaterally, having so informed the other party by a special notice. In case of the Contract termination on the initiative of the Distributor, the Distributor shall be released from all contractual obligations to the Company as concerns the Marketing Plan and he/she shall lose the right to recruit new distributors and therefore to receive commissions. His/her entire group shall be irreversibly transferred to his/her sponsor.
    A Distributor who has terminated the Contract or whose Contract has been terminated by the Company's decision, shall be entitled to sign a new contract 1 (one) year after the termination date. Termination of the Contract for purposes of changing the sponsor shall be forbidden. The date of the Contract termination shall be the day the Company makes its decision on the matter.
  16. In case of the Contract termination the Distributor’s obligations to the Company shall remain in effect as concerns the products already made available to him/her by the Company or its representative offices as per the conditions specified in Clauses 16-18.
  17. Should the Distributor give notice of his/her intention to terminate the Contract prior to the expiration of 14 (fourteen) days after the moment of its signing, the Distributor shall be entitled to request the return within the following 14 (fourteen) days (starting on the day the special notice was given) of the funds paid by him/her to the Company or its representative offices, minus:
    a) sums payable or already paid for the products actually delivered to and paid for by the end customer;
    b) the price of an order for the products already delivered to the Distributor and not returned by him/her or accepted by a person not authorized by Vision to do so;
    c) the price of an order for the products returned but damaged through the fault of the Distributor, or an amount equal to the estimated value of the damaged products.
  18. In case of the Distributor giving notice of his/her intention to terminate the Contract after the expiration of 14 (fourteen) days after the moment of its signing, the question on return of the products acquired by him/her from the Company or its representative offices shall be decided upon on a case-by-case basis at the Company's discretion. However, in any event a 100% return of the amounts paid by the Distributor attendant to such a termination of the Contract shall not be permitted.
  19. Should the Contract be terminated by Vision, the Company or its representative offices shall be entitled to accept from the Distributor the products sold, if they deem that necessary, at the price and under the conditions established by the Company at its discretion.
  20. This Contract shall be valid for 1 (one) year from the moment it is registered by the Company. Upon expiration of the Contract’s validity period, this Contract shall be extended for a new similar period under the same terms and conditions and provided the Distributor complies with the obligations pursuant to Clause 3 of this Contract, unless one of the parties announces its desire to terminate it not later than 1 (one) month prior to its expiration.
  21. The Distributor acknowledges that his/her activities are entirely independent. He/she shall find his/her clients and deliver products to them regularly as an independent distributor based at home, not being in violation of current laws while so doing.
    The purpose of this Contract shall not be to create partnership relations within the framework of an association or company, or relations of the “employer-employee” type among the Distributor, his/her Sponsor, members of his/her group, sponsored distributors, and/or the Company and its representative offices. The Distributor shall not be entitled to assume obligations and/or to conduct negotiations on behalf of Vision or to impose liability upon the Company and its representative offices in any form whatsoever.
  22. The Distributor shall be separately liable for expenditures necessary to manage his/her commercial activities, and also for his/her tax and social liabilities.
    Neither the Company nor its representative offices under any circumstances whatsoever shall be and can be held liable for the Distributor's compliance with the taxation laws and for the proper reporting and payment by him/her of the necessary taxes and fees due on the amounts of commissions and other payments or benefits received by the Distributor.
  23. The Distributor represents that he/she has familiarized him/herself with the Vision Distributor's Work Rules. The principles of commerce set forth in that document may be revised by the Company due to the economic or commercial necessity. It shall be the Distributor’s duty to keep track of relevant changes in these principles, and also in methods and procedures for conducting business as established by the Company.
  24. The Distributor represents that he/she has familiarized him/herself with the Marketing Plan and that he/she is aware of how it operates. He/she acknowledges that no one in their statements has given him/her hope that he/she can receive income or guarantees, or can gain any other profits from his/her commercial activities without effort, and declares that he/she is not relying upon any such hope in his/her desire to become a distributor. The Distributor is aware that his/her success depends on his/her abilities and real efforts and that he/she shall not receive any commissions other than those provided for by the Vision remuneration plan with the said plan liable to be revised from time to time at the Company's discretion.
  25. The Distributor has been informed and agrees that the Company can change the validity periods and conditions of this Contract, and also the principles of commerce and of the Marketing Plan. These changes, the compliance with which shall be mandatory, shall be brought to the Distributor's attention in writing. The Distributor shall act in accordance with the new conditions. Changes shall be announced either by means of a special newsletter or by means of notification in a generally accessible magazine, or by notification enclosed with the product package. All changes shall come into effect 30 (thirty) days after the Company gives notification of the changes. Said changes may also be brought to the attention of distributors via the Company’s representative offices.
  26. Transfer by the Distributor of his/her rights and duties under this Contact and, accordingly, of his/her status as a distributor for Vision may be effected by him/her only to one of his/her relatives provided they are not distributors for the Company as of the moment of transfer and provided the Company has given its written consent.
  27. The Distributor’s activities shall be carried out in accordance with the laws in effect in the area of his/her operations. The Distributor undertakes to operate strictly within the bounds of the legal, social, and tax rules and regulations applicable to his/her activities.
    Furthermore, during the life of this Contract the Distributor undertakes not to engage in any activities that shall compete with his/her commercial operations with Vision as specified in this Contract, in particular, advertising and distributing the products competing with the Vision products, and also not to be a Distributor for other Companies that use product (service) distribution methods of the multilevel network marketing and direct sales in their operations. The Distributor shall not resort to any kind of illegal commercial operations and misuse them.
    Any violation by the Distributor of the obligations set forth in this clause shall constitute unconditional grounds for the Contract termination on the Company's initiative.
  28. The Distributor undertakes to adhere to the following principles of integrity and forthrightness:
    - describing the products adequately;
    - mentioning clearly the terms and conditions of acquisition, warranties, suitability, and servicing;
    - allowing the end customer the necessary time to reach a decision as for making the purchase;
    - behaving politely and never putting an excessive pressure on the end customer, should the products offered fail to meet his/her needs at the specific moment.
  29. The Distributor acknowledges that he/she has read and understands all the terms and conditions in this Contract and in the Vision Distributor's Work Rules which comprise the legal and moral grounds for the relationship between the Distributor and the Company. Any other circumstance, sponsorship or guarantee shall be only valid insofar as a special written agreement is concluded thereto.
    The provisions of this Contract and of the Vision Distributor's Work Rules jointly comprise the contractual basis of the relations between the Company and the Distributor.
    In case of any possibly ambiguous or contradictory interpretation of the provisions of this Contract and the Vision Distributor's Work Rules, it is this Contract that shall take priority and have the overriding legal validity.
  30. The Distributor hereby gives his/her consent to receiving from the Company information messages (including the messages of marketing nature) sent to the Distributor's mailing address, his/her e-mail address, mobile phone by SMS broadcasting and/or by any other method specified by the Distributor.
  31. All disputes and disagreements arising out of this Contract or in connection with its execution, in case they are not resolved by means of negotiations, shall be brought before the appropriate judicial bodies for consideration pursuant to the rules in effect in the areas where the distributors carry out their operations.