Filteroo manufactures and/or markets certain Authorised Products under the “Filteroo” trademark and other proprietary brand names and desires to authorise the Dealer to sell these Authorised Products to end-user consumers.

The Dealer agrees to promote and sell Authorised Products according to the Terms and Conditions provided below.

Now, in consideration of the promises made, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

1. Purpose

This Agreement sets out the terms and conditions under which the Dealer is authorised to sell, distribute, market, and promote the Authorised Products. Filteroo will provide these products to the Dealer at wholesale prices, allowing the Dealer to resell them in line with the guidelines outlined in this Agreement.

 

2. Definitions

For the purposes of this Agreement, the following terms are defined as follows:

• Filteroo Websites: Refers to websites maintained and supported by Filteroo, currently including:
  • www.filteroo.com.au
  • www.filteroo.co
• Authorised Products: Refers to products manufactured or sold by Filteroo or any of its affiliated entities, as specified within this Agreement.
• Filteroo Content: Encompasses all information, tools, materials, and services available on Filteroo’s websites, which may be updated periodically
• Protected Materials: Includes Filteroo’s patents, patent applications, copyrights, trademarks, service marks, brand names, trade names, images, and any other intellectual property used, licensed, or claimed by Filteroo, including but not limited to materials from literature, website(s), and advertising.
• Parties: Filteroo and Dealer are individually referred to as a “Party” and collectively as the “Parties”.
• Business Day: Refers to Monday through Friday, excluding recognised public holidays.

 

3. Complete Agreement

This Agreement represents the full and complete understanding between the Parties regarding the subject matter covered and supersedes any prior agreements, representations, or understandings, whether oral or written, related to the subject matter herein.

 

4. Amendment

This Agreement cannot be modified or changed through any oral agreement or previous practices. No sales representative or unauthorised employee of the Dealer has the authority, whether expressed or implied, to alter or amend this Agreement. Filteroo reserves the right to modify or amend this Agreement at any time by providing thirty (30) days’ written notice, which may be sent electronically, by fax, or as a hard copy to the Dealer. 

Any activity by the Dealer after receiving notice of an amendment will be considered acceptance of the amendment, regardless of whether the Dealer has reviewed the updated terms.

By agreeing to this, the Dealer commits to selling, marketing, and advertising the Authorised Products in compliance with Filteroo’s policies (excluding any policies marked as “unilateral”), rules, and regulations detailed in this Agreement or otherwise communicated to the Dealer. The Dealer is responsible for keeping Filteroo informed of any changes to its contact information and agrees to review Filteroo policies, guidelines, rules, and regulations as they pertain to the marketing and resale of Authorised Products.

 

5. Authorised Sales Channels and Distribution Rights

Under this Agreement, the Dealer is authorised to market, advertise, offer for sale, sell, and fulfil orders for the Authorised Products exclusively through the sales channels listed in Appendix A and B. The Dealer agrees not to market, advertise, offer for sale, sell, or fulfil orders for the Authorised Products through any other channel or platform, whether electronic or physical, without prior written consent from Filteroo.

The Dealer operates as a non-exclusive Reseller of the Authorised Products, and no exclusive territory is granted under this Agreement. Filteroo reserves the right, at its sole discretion, to adjust or revoke the Dealer’s authorisation to sell through any specified channel, with notice to the Dealer.

 

6. Licence to Use Protected Materials

Filteroo grants the Dealer a non-exclusive, non-transferable, revocable licence to use its Protected Materials solely for the purposes of marketing, advertising, selling, and distributing the Authorised Products to end customers in ________ . The Dealer acknowledges that Filteroo’s Protected Materials—including trademarks, branding, and other intellectual property—are proprietary and solely owned by or licensed to Filteroo.

The Dealer agrees to comply with all Filteroo policies related to the use of these Protected Materials, which may be updated periodically. The Dealer is not permitted to grant access to or use of the Protected Materials to any third parties. Additionally, the Dealer will not register or use any of the Protected Materials in connection with any of its other business operations except as authorised in this Agreement.

The Dealer agrees not to alter, decompile, or reverse-engineer the Protected Materials, nor remove any markings or identifiers placed by Filteroo on the Authorised Products. The Dealer further acknowledges that its use of the Protected Materials does not create any ownership or proprietary interest on its part. If Filteroo initiates any action to protect or enforce its rights, the Dealer agrees to assist in reasonable ways when requested by Filteroo.

 

7. Use of Filteroo Trademark in Dealer’s Domain Names

The Dealer may use the Filteroo trademark in a website domain name only with written permission granted through this Agreement. This limited right is valid solely while the Dealer remains authorised under this Agreement. The Dealer acknowledges that using the Filteroo trademark in a domain name does not grant any ownership rights and is intended only for promoting Authorised Products.

The Dealer agrees not to advertise any competing products on any domain containing the Filteroo trademark. Upon termination of this Agreement, this limited licence ends immediately, and the Dealer agrees to transfer access, including all passwords and permissions, for the domain to Filteroo. The Dealer must list all domain names containing the Filteroo trademark in Appendix B, and any new domains must be approved in writing by Filteroo prior to us.

 

8. Cessation of Use of Protected Materials

Upon termination of this Agreement, the Dealer agrees to remove all references to Filteroo’s Protected Materials from its websites, advertisements, and any other promotional materials. Filteroo reserves the right to purchase any domain names containing the Filteroo trademark or Protected Materials at a price not exceeding the Dealer’s cost for pre-paid licensing, up to $20.00 per year. The Dealer must provide proof of licensing costs and the term length of any domain or platform licence upon request.

The Dealer further agrees that, should they fail to comply with this removal requirement, Filteroo has the right to seek injunctive relief at the Dealer’s expense, including reasonable attorney’s fees. The Dealer acknowledges that such enforcement is reasonable and agrees that Filteroo is not required to post a bond or other security to obtain an injunction prohibiting the Dealer from advertising the Authorised Products. The Dealer also agrees to cover any costs Filteroo incurs in enforcing its rights to the Protected Materials.

 

9. Retail Sales Only

The Dealer is authorised to sell the Authorised Products directly to end-users only. The Dealer agrees not to sell these products to sub-dealers, distributors, or any third party who may intend to resell them, unless specifically approved in writing by Filteroo.

If there is any question regarding a potential breach of this provision, Filteroo’s determination will be final and binding.

 

10. Independent Entities

This Agreement does not create any partnership, joint venture, franchise, or agency relationship between Filteroo and the Dealer. The Dealer and Filteroo are independent entities, and neither Party shall be considered a representative or agent of the other.

Filteroo holds no responsibility for the Dealer’s websites or any transactions conducted through them. The Dealer agrees not to represent itself, its business, or its employees as being agents, employees, or representatives of Filteroo or any of its subsidiaries or affiliates. Furthermore, the Dealer shall make it clear that any opinions or views expressed by the Dealer are its own and do not necessarily reflect those of Filteroo.

 

11. Policies, Procedures, and Website Terms

The Dealer agrees to comply with all policies and procedures established by Filteroo, including but not limited to terms related to payment, shipping, advertising, returns, refunds, website content, terms of use, and privacy policy. Filteroo may update these policies and procedures at any time, and the current versions can be found on Filteroo’s Dealer Policy Folder.

The Dealer is responsible for reviewing the Filteroo website regularly to stay informed of any updates or changes. Please note, this section does not apply to any policy identified as “unilateral” by Filteroo, such as a Minimum Advertised Price (MAP) Policy, which is maintained independently by Filteroo without Dealer agreement.

 

12. Advertising Guidelines

Filteroo reserves the right to review and approve any advertising materials, including printed media, websites, social media, and online storefronts, that promote the Authorised Products. This oversight is to ensure that all advertising aligns with Filteroo’s standards and policies.

If Filteroo identifies incorrect information or misrepresentations in the Dealer’s advertising, the Dealer agrees to correct these issues within three (3) business days of receiving notification. Failing to make the required adjustments may result in suspension or termination of this Agreement. The Dealer is also responsible for regularly checking Filteroo’s official website for any updates that may affect how products should be presented.

The Dealer further agrees not to make any unauthorised claims, including performance or health-related claims, regarding the Authorised Products, beyond what is expressly provided by Filteroo. While Filteroo strives for accuracy, it cannot be held liable for typographical errors on its websites or in any published materials.

 

13. Regional Sales Restrictions

The Dealer acknowledges that certain Filteroo products are restricted from sale in specific territories, including the states of California and Iowa, or other regions as designated by Filteroo. The Dealer agrees to comply with these territorial restrictions, as well as any additional limitations that Filteroo may establish regarding the sale or promotion of Authorised Products in other areas.

 

14. Compliance with New Product Regulations

The Dealer agrees to comply with any regulatory restrictions that may accompany the launch of new Authorised Products. The Dealer acknowledges that Filteroo may impose additional requirements or limitations specific to new products, and the Dealer commits to adhering to these requirements as they arise.

 

15. Policy on Counterfeit Products

The Dealer agrees to comply with Filteroo’s Policy Regarding Counterfeit Products, which aims to protect the integrity of the Filteroo brand and support all authorised dealers. Any violation of this policy is considered a direct breach of this Agreement and may result in immediate termination.

Violations of the Counterfeit Products Policy include, but are not limited to:

• Introducing counterfeit Filteroo products or components into the marketplace.
• Attempting to locate or contact any of Filteroo’s suppliers or sources of raw materials.
• Using the Filteroo name or SKU numbers in the description of non-Filteroo products.

 

16. Minimum purchase requirement

To maintain status as an Authorised Dealer, the Dealer is required to purchase a minimum of $6,000 in Authorised Products from Filteroo over a twelve (12) month period. If this minimum purchase amount is not met within the specified timeframe, Filteroo reserves the right to either terminate the Dealer’s Agreement or place the Dealer on probation, which may restrict further purchasing privileges.

 

17. Term and Termination

This Agreement remains effective until terminated by either Party. Filteroo reserves the right to terminate this Agreement immediately if the Dealer breaches any of its terms, or with a thirty (30) day notice for any other reason.

Upon termination, Filteroo may, at its discretion, repurchase any remaining Authorised Products in the Dealer’s inventory. The Dealer will have a period of thirty (90) days to sell off its remaining stock and complete any outstanding orders.

 

18. Transfer and Assignment

The Dealer is not permitted to transfer or assign this Agreement to any other party without obtaining prior written approval from Filteroo.

 

19. No Waiver of Rights

The failure of either Party to exercise or delay in exercising any right or remedy provided in this Agreement shall not be considered a waiver of that right or remedy. Additionally, a single or partial exercise of any right or remedy does not prevent further exercise of that right or any other rights or remedies.

 

20. Limitation of Liability and Indemnification

The Dealer agrees to indemnify and hold harmless Filteroo, along with its subsidiaries, affiliates, shareholders, officers, agents, employees, and directors, from any claims, liabilities, losses, costs, or expenses, including legal fees, arising from the Dealer’s activities, any breach of this Agreement, or any failure to adhere to Filteroo’s policies.

 

21. Legal Compliance

The Dealer agrees to follow all applicable federal, state, and local laws and regulations in conducting its business related to the sale, marketing, and distribution of the Authorised Products.

 

22. Governing Law and Jurisdiction

This Agreement is governed by the laws of Queensland, Australia. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located within Queensland.

 

23. Tax Requirements

The Dealer agrees to provide all necessary tax information, including a valid state retail sales tax licence if required, to enable Filteroo to process the Dealer’s application. The Dealer also agrees to keep this information current and up-to-date. Failure to provide or update required tax or business information may result in the termination of this Agreement by Filteroo.