For Distributors (Tiens Distributor Agreement)
[Tianshi South Africa (Pty) Ltd.]
1. Nothing in this appointment, whether expressed or implied, shall be construed as creating a relationship of employer and employee between the parties. It is specifically recorded that the distributor is an independent contractor and not an employee of TIANSHI and is, as such, not entitled to any of the benefits available to TIANSHI employees. The Distributor shall acquire no rights in respect of redundancy or retrenchment and accordingly no retrenchment procedures shall be followed upon termination of this agreement for any reason whatsoever. The Distributor is furthermore not an agent of TIANSHI and shall have no authority to bind TIANSHI in any way or incur any debt or other liability or to obtain any credit facilities, either in the name of or on behalf of TIANSHI.
2. Distributors are limited to the right to sell TIANSHI products, to recommend new clients to join the TIANSHI business, and to be rewarded in accordance with the bonus system of TIANSHI. Each Distributor is an independent entity, and the success or failure of the distributorship is dependent on the individual effort of that Distributor. Distributors may conduct their business as they decide, provided that they adhere to the rules laid out in the TIANSHI Business Manual. Distributors are however further prohibited from changing TIANSHI products in any way.
3. Neither TIANSHI not the distributors may represent the other party or sign any contract or make any promises in the name of the other party.
4. The Distributors shall observe and comply with all applicable Laws, Rules, Regulations, Codes or conduct and service standards relating in any manner to the performance of the Distributor.
5. The Distributor undertakes to complete the Application for International Distributorship accurately, ensuring that all necessary formalities have been completed. Distributors are also responsible for all government imposed taxes and levies.
6. An applicant is not a Distributor until he or she receives their Distributor Identification Number and card.
7. The Distributor will uphold the TIANSHI group’s reputation and make fair and accurate presentation of TIANSHI and its products at all times.
8. The Distributor will respect other Distributors down lines and networks, and the Distributor undertakes to never interfere with the network of any other TIANSHI Distributor.
9. The Distributor undertakes not to participate in any activity which may bring the name of TIANSHI into disrepute.
10. The Rules, Terms, Conditions, Warranties and Stipulations as contained in the TIANSHI Marketing Plan and the TIANSHI Business Manual, which embodies the rights and/or obligations of TIANSHI and the Distributor respectively, shall be applicable to this agreement as fully and effectively as if all such rules, terms, conditions, warranties and stipulations were contained herein, and the applicant agrees to abide by such rules, terms, conditions, warranties and stipulations.
11. The Distributor indemnifies and holds TIANSHI harmless against all claims, fines, penalties, actions, proceedings, judgements, damages, losses, costs, expense or other liabilities caused whether negligently or otherwise, by the non observance or non compliance by the Distributor in terms of this agreement.
12. TIANSHI guarantees to supply the Distributor with products, which meet with the relevant stipulations and promised quality requirements and standards.
13. The Names, Trademarks and logos of TIANSHI and its affiliates, are owned outright by TIANSHI and are protected under the applicable laws.
No institution or individual may use them, unless authorised by TIANSHI in writing.
14. TIANSHI reserves the right to deduct all amounts owing to TIANSHI from that Distributors bonus.
15. Distributors are not allowed to display or sell TIANSHI products in any formal retail environment without written consent from TIANSHI.
16. Distributors must buy the products from TIANSHI and sell them at only the prescribed price.
17. Distributors are not permitted, unless authorised by TIANSHI in writing, to use any other literature or marketing aids other than those provided by TIANSHI to sell the products.
18. The responsibilities of both TIANSHI and the Distributor shall be null and void in a case where fire, natural disaster, or other force majeure leaves TIANSHI or its Distributors unable to fulfil the terms of this agreement.
19. TIANSHI reserves the right to amend the TIANSHI Business Manual at any time, and the changes will remain binding on the Distributor.
20. The Distributor irrevocably authorised TIANSHI to obtain from any person any information, which TIANSHI may need according to their practice from time to time to assess the risks to which this agreement relates. In addition the Distributor authorised any person so concerned to give TIANSHI the information which TIANSHI requests under the authorisation above.
21. The Distributor undertakes to, and for a period of 12 (twelve) Months from the date of termination of this agreement, he or she will not, without the written consent of TIANSHI, either directly or indirectly, persuade, induce, encourage or procure any Employee or Distributor to:
a. become employed by or interested in any manner whatsoever in any field or activity in which TIANSHI participates; or
b. terminate his or her agreement as a distributor with TIANSHI.
22. The Distributor undertakes, from the time of attaining 5 Star status and for a period of 12 (twelve) months from the date of termination of this agreement, not to become involved directly or indirectly, employed by or interested in any manner whatsoever in any field or activity in which TIANSHI participates.
23. Should the Distributor wish to terminate Distributorship. TIANSHI will delete his or her Distributor Identification Number from their records, and the Distributor may return the products purchased, in accordance with the provisions set out in the product Return and Replacement section of the TIANSHI Business Manual and in conjunction with the specific rules of TIANSHI calculation department.
24. Termination of TIANSHI membership will be rendered in writing and submitted with the relevant completed documentation, as required by TIANSHI by the Distributor along with proof of identity and the membership card.
25. TIANSHI reserves the right to terminate Distributorship with immediate effect if the Distributor is found to be in breach of any of the terms of this agreement.
26. The intellectual property rights in respect of TIANSHI products and marketing methods, are and shall remain the exclusive property of TIANSHI
The Distributor acknowledges that:
a. For the duration of this agreement, the distributor may come into possession of trade secrets and confidential information which is the property of TIANSHI which shall include, but shall not be limited to, the techniques, know how, methods of marketing or distribution, operating costs and names of customers and clients; and
b. The unauthorised disclosure of this confidential information may give rise to irreparable damage to TIANSHI.
Accordingly the Distributor undertakes without limiting his or her obligations under common law, that:
c. Any confidential information shall be maintained under conditions of strict confidentiality;
d. Such confidential information will not be disclosed to any other person without the express written consent of TIANSHI;
e. Without the express written consent of TIANSHI, the Distributor will not use or copy any of the confidential information for any purpose other than for performing his or her obligations or exercising his or her rights in terms of this agreement.
The provisions of this clause shall service the termination of this agreement for any reason whatsoever.
27. No indulgence granted by either party shall constitute a waiver of that parties rights under this agreement. Accordingly, that party shall not be precluded, as a consequence of having granted such indulgence, from exercising any rights against the other which it may have or may arise.
28. This agreement contains the entire agreement between the parties and neither party shall be bound by any undertaking, representations or warranties not recorded in this agreement. No agreement varying, adding to, deleting from or cancelling this agreement shall be effective unless it is reduced to writing and signed by TIANSHI.
29. This agreement is the standard for the responsibilities and rights of both TIANSHI and its Distributors. Any dispute between TIANSHI and its Distributors will be handled in accordance with the relevant law of the specific country of registration.
[Tianshi South Africa (Pty) Ltd.]
[Co No. 98/024068/07]
WEBSITE TERMS AND CONDITIONS OF SUPPLY
Welcome to the Tianshi South Africa website at web.zaf.tiens.com (the “Website”)
These Terms and Conditions are binding and enforceable against every person that accesses or uses this Website (“you”, “your” or “user”), including without limitation each user who registers as distributor and customer.
These Terms will apply to any contract between us for the sale of Products to you (Contract).
Please click on the button marked "I Accept" at the end of these Terms if you accept them, which means, you acknowledge that you have read and agree to be bound by these Terms and Conditions. If you refuse to accept these Terms, you will not be able to order any Products from our site.
You should print a copy of these Terms or save them to your computer for future reference.
We amend these Terms from time to time as set out in paragraph 6. Every time you wish to order Products, please check these Terms to ensure you understand the terms, which will apply at that time.
1. INFORMATION ABOUT US
1.1 We operate the website [web.zaf.tiens.com]. We are [Tianshi South Africa (Pty) Ltd.] (in the following “Tianshi”, “Tiens”, “we”, “us” and “our”), a company registered in South Africa undercompany number [98/024068/07] and with our registered office at [Bram Fischer Drive, Randburg2125, Johannesburg, Gauteng, South Africa]. [Our VAT number is [GB VAT GB 8153514]
1.2 To contact us, please email at email@example.com or see our Contact Us page [http://web.zaf.tiens.com/About/ContactTiens.aspx?id=21].
2. REGISTRATION AND USE OF OUR SITE
2.1 You may only register and purchase Products from our site if you are at least 18 years old.
2.2 Your registration and use of our site is governed by our Terms of Website Use. Please take the time to read this, as it includes important terms.
2.3 Registration as a customer on the Website is free and does not oblige you to purchase anything. However, if you are already a Tiens distributor, you can use your Tiens ID to register/ activate. You must register with us before placing your first order online.
2.4 You agree to provide certain personal details to register. When registering, an email address and a password is necessary which will be used as your username in our Website. Please keep your password private as Tiens accepts no liability for any damages suffered or losses incurred from the use or misuse of your account. Please notify us immediately upon becoming aware of or reasonably suspecting any unauthorized access to or use of your username and password.
2.6 As a consumer, you have legal rights in relation to Products that are faulty or not as described. Nothing in these Terms and Conditions is intended or must be understood to unlawfully restrict, limit or avoid any right or obligation, as the case may be, created for either you or Tiens in terms of the CPA.
3. OUR PRODUCTS
3.1 The images of the Products on our site are for illustrative purposes only. Although we have made every effort to display the colors accurately, we cannot guarantee that your computer’s display of the colors accurately reflect the color of the Products. Your Products may vary slightly from those images.
3.2 The packaging of the Products may vary from that shown on images on our site.
3.3 All Products shown on our site are subject to availability. We will inform you by e-mail as soon as possible if the Product you have ordered is not available and we will not process your order if made.
4. HOW WE USE YOUR PERSONAL INFORMATION
5. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US
5.1 For the steps you need to take to place on order on our site, please see our web page.
5.2 Our order process allows you to check and amend any errors before submitting your order to us. Please take the time to read and check your order at each page of the order process.
5.3 After you place an order, you will receive an e-mail from us acknowledging that we have received your order. However, please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in paragraph 7.4.
5.4 We will confirm our acceptance to you by sending you an e-mail that confirms that the Products have been dispatched (Dispatch Confirmation). The Contract between us will only be formed when we send you the Dispatch Confirmation.
5.5 If we are unable to supply you with a Product, for example because that Product is not in stock or no longer available or because of an error in the price on our site as referred to in paragraph 13.5, we will inform you of this by e-mail and we will not process your order. If you have already paid for the Products, we will refund you the full amount as soon as possible.
6. OUR RIGHT TO VARY THESE TERMS
6.1 We may, in our sole discretion, revise these Terms from time to time including but not limited to the following circumstances:
(a) Changes in how we accept payment from you;
(b) Changes in relevant laws and regulatory requirements.
6.2 Every time you order Products from us, the Terms in force at that time will apply to the Contract between you and us. If you use the Website after such amended Terms and Conditions have been displayed on the Website, you will be deemed to have read and accepted such changes.
6.3 Whenever we revise these Terms in accordance with this paragraph 6, it is your responsibility to regularly check these Terms and Conditions to make sure you agree with the changes. Should you not be satisfied, you must not place any further orders on, or in any other way use, the Website.
7. YOUR CANCELLATION AND REFUND RIGHTS
7.1 You have a legal right to cancel a Contract under the Consumer Protection Act 68 of 2008 during the period set out below in paragraph 7.3. This means that during the relevant period if you change your mind or for any other reason you decide you do not want to keep a Product, you can notify us of your decision in writing, or another recorded manner and form, to cancel the Contract and apply for a refund within 5 business days.
7.2 However, this cancellation right does not apply in the case of: (a) any made-to-measure or custom-made products; (b) newspapers, periodicals or magazines; (c) perishable goods, such as food, drink or fresh flowers; (d) software, DVDs or CDs which have a security seal which you have opened or unsealed; (e) A product is past its product warranty period and/or has no quality issue; (f) A product is damaged due to the consumer’s negligence; (g) The original copy of the “Purchase Order” and/or valid distributor ID card copy is/are not available; (h) There are markings or alterations on the “Purchase Order” or the product does not comply with the product information stated on the “Purchase Order” and in the company’s record; (i) Any other products not bought in the website; (j) products after having been supplied to, or at the direction of, the consumer, the goods have been partially or entirely disassembled, physically altered, permanently installed, affixed, attached, joined or added to, blended or combined with, or embedded within, other goods or property; (k) public health or public regulation prohibits the return of those goods to a supplier once they have been supplied to a consumer; (l) the consumer was made aware of the specific defects, and the consumer agreed to receive the goods in that condition.
7.3 Your legal right to cancel a Contract starts from the date of the Dispatch Confirmation, which is when the Contract between us is formed. If the Products have already been delivered to you, you have a period of 5 (five) working days in which you may cancel, starting from the day after the day you receive the Products. Working days means that Saturdays, Sundays or public holidays are not included in this period.
7.4 To cancel a Contract, you must contact us in writing by sending an e-mail to firstname.lastname@example.org. You may wish to keep a copy of your cancellation notification for your own records.
7.5 You will receive a full refund of the price you paid for the Products and any applicable delivery charges you paid for. We will process the refund due to you as soon as possible and, in any case, within 30 calendar days of the day on which you gave us notice of cancellation as described in paragraph 7.5. If you returned the Products to us because they were faulty or mis-described, please see paragraph 7.6.
7.6 If you have returned the Products to us under this paragraph 7 because they are faulty or mis-described, we will refund the price of a defective Product in full, any applicable delivery charges, and any reasonable costs you incur in returning the item to us.
7.7 We refund you on the credit card or debit card used by you to pay.
7.8 If the Products were delivered to you: (a) you must return the Products to us as soon as reasonably practicable; (b) unless the Products are faulty or not as described (in this case, see paragraph 7.6), you will be responsible for the cost of returning the Products to us; and (c) you have a legal obligation to keep the Products in your possession and to take reasonable care of the Products while they are in your possession.
7.9 As a consumer, you will always have legal rights in relation to Products that are faulty or not as described. These legal rights are not affected by the returns policy in this paragraph 7 or these Terms.
8.1 Please make sure fill in your personal information accurately! Use an address that will work for daytime delivery. Any incorrect information provided may result in your order(s) not being delivered and being returned to the courier depot.
8.2We offer 2 (two) methods of delivery of Goods to you. You may elect delivery via:
8.3 If you were not available to receive delivery, please contact the customer service department (011.409.9700) immediately to arrange a time that can work for both parties. 3 attempts will be made to deliver the products to you. If all the 3 attempts of delivery are failed, the consignment will be considered as an undeliverable package and will be sent back to the sender (which is the branch you selected during your order).
8.4 Any cost incurred by providing wrong information or failed to deliver will be borne by the purchaser. The cost of returning undeliverable package will be R 200 (applied in Republic South Africa only). This has to be paid in person at the branch you selected.
8.5 After getting your waybill number go to www.worldnetexpress.co.za
etools → online services or
If you have a waybill click here or
Enter the waybill number → go to the bottom and click on notify me
Configure your email address → select all operational events
Await updates on the parcel progress.
Please make sure mobile phone is switched on all the time and be ready to receive the products. Before signing for your parcel, please open the package and check if everything is ok inside. If packaging or contents are damaged please refuse to accept and directly return it to the sender by marking “Return to Sender” on the consignment note. We will re-send the products to you upon receiving the return.
8.6 Your order will be fulfilled by the estimated delivery date set out in the Dispatch Confirmation, unless there is an Event Outside Our Control (as defined in paragraph 13.2). If we are unable to meet the estimated delivery date because of an Event Outside Our Control, we will contact you with a revised estimated delivery date.
8.7 Delivery will be completed when we deliver the Products to the address you gave us.
8.8 The Products will be your responsibility from the completion of delivery. We are not responsible for any loss or unauthorized use of a product, after it has delivered the product to the physical address nominated by you.
8.9 You own the Products once we have received payment in full, including all applicable delivery charges.
8.10 A delivery fee will be charged for each delivery order placed by you. Worldnet delivers from Monday to Friday, 08h00 till 17h00 and do not deliver on a Saturday, Sunday and any South African public holiday. Items are delivered in 2 (two) to 7 (seven) working days if there are no unexpected delays. Should it be unavoidable for us to exceed these delivery times, you will be notified either telephonically or electronically.
8.11 Worldnet delivers to registered customers within certain specified delivery areas. Deliveries to outlying areas shall attract an additional surcharge that will be calculated on checkout. An outlying area refers to a suburb or town that falls out of any regional town/city or main center. Outlying areas include farms, mines and townships.
8.12 We have outsourced all deliveries and accordingly, we cannot, to the extent permitted by law, be liable for any damage suffered or loss incurred by reason of any acts or omissions of the courier.
Proposed Domestic Rate is attached here:
9. INTERNATIONAL DELIVERY
9.1 Unfortunately, we do not deliver to addresses outside the South Africa.
9.2 You may place an order for Products from outside the South Africa to some international destinations by arrangement, for more information please contact us by email@example.com.
10. PRICE OF PRODUCTS AND DELIVERY CHARGES
10.1 The prices of the Products will be as quoted on our site from time to time. We take all reasonable care to ensure that the prices of Products are correct at the time when the relevant information was entered onto the system. However if we discover an error in the price of Product(s) you ordered, please see paragraph 10.5 for what happens in this event.
10.2 Prices for our Products may change from time to time, but changes will not affect any order, which we have confirmed with a Dispatch Confirmation. We reserve the right, without prior notice, to discontinue or change pricing or specifications of products and services offered on this Website without incurring any liability whatsoever.
10.3 The price of a Product includes VAT (where applicable) at the applicable current rate chargeable in the South Africa. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Products in full before the change in VAT takes effect.
10.4 The price of a Product does not include delivery charges. Our delivery charges are as quoted on our site from time to time. To check relevant delivery charges, please refer to our Delivery Charges page.
10.5 Our site contains a large number of Products. It is always possible that, despite our reasonable efforts, some of the Products on our site may be incorrectly priced. If we discover an error in the price of the Products you have ordered we will inform you of this error and we will give you the option of continuing to purchase the Product at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. Please note that if the pricing error is obvious and unmistakeable and could have reasonably been recognized by you as a mispricing, we do not have to provide the Products to you at the incorrect (lower) price.
11. HOW TO PAY
11.1 You can only pay for Products via:
11.2 Payment for the Products and all applicable delivery charges is in advance.
11.3 Should you pay for the products via EFT, the order will only be processed once we have received successful confirmation of payment.
Our bank information as following:
New South Africa 1
021 600 201
CASH DEPOSIT ONLY This reference number will look something like this: ZA99000001234567
12. OUR LIABILITY
12.1 If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms or our negligence, but we are not responsible for any loss or damage that is not foreseeable]. Loss or damage is foreseeable if they were an obvious consequence of our breach or if they were contemplated by you and us at the time we entered into the Contract.
12.2 We only supply the Products should you use the products for commercial, business or re-sale purposes, we accept no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
13. EVENTS OUTSIDE OUR CONTROL
13.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in paragraph 13.2.
13.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lockouts or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks [or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport].
13.3 If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract: (a) we will contact you as soon as reasonably possible to notify you; and (b) our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Products to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
14. COMMUNICATIONS BETWEEN US
14.1 When we refer, in these Terms, to "in writing", this will include e-mail or other electronic communications.
14.2 If you wish to contact us in writing, or if any paragraph in these Terms requires you to give us notice in writing, you can send this to us by e-mail to [firstname.lastname@example.org] fax to us by 0027/117/878310 or by pre-paid post (post address: Postnet suite 158, private bag X10015, Randburg, Johannesburg 2125) to [Tiens SA Limited] at [145 Bram Fischer Drive, Randburg 2125, Johannesburg, Gauteng, South Africa]. We will confirm receipt of this by contacting you in writing, normally by e-mail. If you are exercising your right to cancel under paragraph 7, please see that paragraph 7 for how to tell us this.
14.3 If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order.
15. OTHER IMPORTANT TERMS
15.1 We may transfer our rights and obligations under a Contract to another organization, but this will not affect your rights or our obligations under these Terms.
15.2 You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
15.3 This contract is between you and us. No other person shall have any rights to enforce any of its terms.
15.4 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
15.5 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
15.6 Please note that these Terms are governed by the laws of South Africa. This means a Contract for the purchase of Products through our site and any dispute or claim arising out of or in connection with it will be governed by the laws of South Africa. Both parties agree to that the courts of South Africa will have exclusive jurisdiction.
15.7 It is your obligation to retain a copy of this agreement as we routinely will not file a copy of this agreement.
15.8 Tiens reserves the right of final interpretation.