The following terms and conditions shall be applicable to any person who requests through the phone or whatsapp of ISOLATE CR SRL (hereinafter SOFLOWCO) its incorporation as Representative (hereinafter the "REPRESENTATIVE"), accepting in its entirety the clauses that will govern the contractual relationship between SOFLOWCO and THE REPRESENTATIVE.

For the purposes of these terms and conditions, "REPRESENTATIVE" means any person who completes and submits an application to become a Representative for the purpose of acquiring the PRODUCTS for marketing, reselling them to third parties through the DIRECT SALES SYSTEM or/and for personal consumption.

The REPRESENTATIVE habitually performs acts of commerce and is therefore an individual and independent trader, and by accepting these terms and conditions and submitting the digital appointment request, the REPRESENTATIVE expressly agrees to the following:

FIRST: DEFINITIONS

 CATALOGUE - means the publications made by SOFLOWCO for the marketing of its PRODUCTS, and to publicize the promotions and offers thereof. Such publications may be printed or virtual, and include, but are not limited to, brochures, flyers, mini-brochures or any other publications issued periodically by SOFLOWCO.

ENROLLMENT FORM - means the document containing the general data of the REPRESENTATIVE and which is filled out integrally with the acceptance of this Terms and Conditions document; the REPRESENTATIVE ratifies with the signature of the Contract that the general data corresponding to his/her person are true and proves them with the documents attached to the Contract.

PURCHASE ORDER - means the request for the purchase of PRODUCTS prepared and delivered by the REPRESENTATIVES to SOFLOWCO in the established format.

PACKING LIST - means the document containing the detail of the PRODUCTS delivered to the REPRESENTATIVE, the PRODUCTS ordered but not delivered for any reason and the balance for that purchase.

PREFERENTIAL SALE PRICE - means the price at which SOFLOWCO sells the products to the REPRESENTATIVE and which shall be at least twenty-five percent (25%) lower than the SUGGESTED SALE PRICE in the current CATALOG in the case of CBD wellness products. The referred percentage may vary and be higher, depending on the average amount of the last 3 months. The referred variation parameters will be established by SOFLOWCO from time to time and will be communicated at least one month prior to the date on which they are to take effect. The communication shall be made by the means customary by SOFLOWCO in accordance with the provisions of the second clause of the Terms and Conditions document and the purchase that THE REPRESENTATIVE makes after that date, shall be the tacit acceptance with respect to the knowledge and acceptance of them.

SUGGESTED SELLING PRICE - means the price of the PRODUCTS at which SOFLOWCO suggests to the REPRESENTATIVE to resell the PRODUCTS to third parties, and which appears in the CATALOGUES. The SUGGESTED SALE PRICE includes Value Added Tax (VAT) and other taxes, fees and contributions to be passed on by the REPRESENTATIVE to its own customers.

PRODUCTS - means the wellness products with CBD extracts and other goods contained in the CATALOGUES, which SOFLOWCO markets under its brand name or others of which it is an authorized representative.

AFFILIATION KIT - Means the minimum initial purchase that the REPRESENTATIVE must make to be considered as such. It responds to a selection of products established by SOFLOWCO and may have a PREFERENTIAL SALE PRICE or lower.

DIRECT SALES SYSTEM - means the system of sales outside of commercial premises, in which the offering of goods and/or services to final consumers or customers is carried out by the REPRESENTATIVE from person to person, by means of an explanation or demonstration of the PRODUCTS contained in the CATALOGUES.

TERRITORY - means the geographic circumscription of the Republic of Costa Rica.

SECOND: OBJECT.

SOFLOWCO hereby agrees to sell to the REPRESENTATIVE the PRODUCTS requested by the REPRESENTATIVE through the PURCHASE ORDERS at a PREFERENTIAL SALE PRICE, which REPRESENTATIVE may purchase for its personal consumption or, if it so chooses, for resale exclusively under the DIRECT SALES SYSTEM using the CATALOGUES provided by SOFLOWCO in the TERRITORY. The issuance of PURCHASE ORDERS by REPRESENTATIVE shall be deemed acceptance of the terms and conditions of this Agreement.

THE REPRESENTATIVE shall refrain from reselling the PRODUCTS in commercial premises open to the public, markets, on public roads, and/or in stalls known as "street commerce" or "informal". THE REPRESENTATIVE is under no obligation to purchase any quantity of PRODUCTS from SOFLOWCO. In the event that THE REPRESENTATIVE decides to resell to third parties the PRODUCTS it purchases from SOFLOWCO, both parties acknowledge that such resale activity shall be a totally independent and proper commercial activity of the REPRESENTATIVE. The purpose of this agreement is to regulate the periodic purchase and sale of the PRODUCTS between SOFLOWCO and THE REPRESENTATIVE, therefore, THE REPRESENTATIVE shall not render or have any obligation to render any service to SOFLOWCO, consequently, THE REPRESENTATIVE acknowledges that it is not subordinated nor has any obligation of obedience, dependence and/or exclusivity with SOFLOWCO, The REPRESENTATIVE may purchase and/or resell the PRODUCTS as long as it decides and considers convenient using its own means, and may simultaneously sell any other type of products from other companies, including those similar to the PRODUCTS and/or carry out any other type of commercial activity or negotiation or of any other nature. The price at which the REPRESENTATIVE shall pay SOFLOWCO for the PRODUCTS it purchases shall be the PREFERENTIAL SALE PRICE, which shall be paid by the REPRESENTATIVE in advance prior to delivery. The PREFERENTIAL SALE PRICES, the percentages mentioned in the definition of PREFERENTIAL SALE PRICE, and the other terms and conditions of this contract, may be modified from time to time by SOFLOWCO, indicating the modification in the corresponding CATALOG or notifying the REPRESENTATIVE by written notice or by any electronic means (email, whatsapp, etc.). The modification in question shall be deemed expressly accepted when THE REPRESENTATIVE places PURCHASE ORDERS subsequent to the notification sent by SOFLOWCO.

 

THIRD: MECHANISM OF PURCHASE AND SALE OF THE PRODUCTS.

The REPRESENTATIVE, shall deliver to SOFLOWCO by any electronic means authorized by SOFLOWCO, including but not limited to, email, telephone message or whatsapp, the PURCHASE ORDERS; SOFLOWCO may make available to the REPRESENTATIVE new electronic alternatives, Internet sites or pages in social networks to place its PURCHASE ORDER, notifying the availability of the same in the forms referred to in CLAUSE TWO above.

THE REPRESENTATIVE acknowledges that he/she shall be responsible for the use he/she makes of the electronic tools that SOFLOWCO makes available to him/her, as well as for the content he/she enters in the social networks, and therefore agrees to hold SOFLOWCO harmless from any action, proceeding or litigation related to or arising from such use. Likewise, the REPRESENTATIVE agrees that any information that she incorporates into the electronic sites or social networks that SOFLOWCO makes available will remain the property of SOFLOWCO. SOFLOWCO undertakes to deliver to the REPRESENTATIVE the PRODUCTS at the residence of the latter by means of the company Correos de Costa Rica or any other company that provides similar service, within the term established for such purpose according to the geographical location.

If due to causes beyond SOFLOWCO's control, acts of God or force majeure, the REPRESENTATIVE does not receive the PRODUCTS within the defined term, both parties agree that SOFLOWCO may deliver them within fifteen (15) calendar days following the initial scheduled delivery date. Notwithstanding the foregoing, SOFLOWCO may reject any PURCHASE ORDER, without incurring any liability, in the event that the REPRESENTATIVE: (i) owes SOFLOWCO, (ii) SOFLOWCO does not have sufficient stock of PRODUCTS. SOFLOWCO reserves the right not to deliver the PRODUCTS to the REPRESENTATIVE, without liability of any nature for SOFLOWCO in the following cases: 1. When the REPRESENTATIVE has any debt with SOFLOWCO. 2. When the ordered PRODUCTS are out of stock in SOFLOWCO's inventories. 3. Fortuitous event or Force Majeure.

The REPRESENTATIVE acknowledges that SOFLOWCO incurs expenses to deliver the products to its domicile, and therefore agrees to accept payment thereof in accordance with the delivery schedule. Said tariff is subject to modifications by SOFLOWCO and such changes shall be notified in the manner referred to in CLAUSE TWO above.

With each delivery SOFLOWCO shall send to the REPRESENTATIVE at least one printed CATALOGUE, plus the necessary ones referring to relevant information, offers, promotions, discounts, etc. The REPRESENTATIVE may request the sending of additional material, as long as it assumes the cost of the same at the price SOFLOWCO has established for those Catalogs at the time of their sending.

The prices of the Catalogs and values referred to in this clause, SOFLOWCO may modify them from time to time, being obliged to communicate it to the REPRESENTATIVE, by the means established in this contract, at least one month in advance.

FOURTH: EXPENSES

The REPRESENTATIVE agrees to pay the shipping cost of the PRODUCTS of the order in the amount of 3,000 colones if it is within the GAM and 5,000 colones for deliveries in the rest of the territory of Costa Rica.

FIFTH: METHOD OF PAYMENT FOR THE PRODUCTS

All purchase and sale operations derived from this contract shall be cash, therefore, the REPRESENTATIVE is obliged to pay SOFLOWCO in cash (via bank deposit, transfer or Sinpe Móvil) for each PURCHASE ORDER in full before the PRODUCTS corresponding to the PURCHASE ORDER are delivered to the REPRESENTATIVE.

The REPRESENTATIVE shall pay the PREFERRED SALE PRICE to SOFLOWCO in local currency. Any payment for the PRODUCTS made by THE REPRESENTATIVE by a means or person other than those indicated in this clause shall only be recognized by SOFLOWCO when SOFLOWCO has actually received it.

SIXTH: INFORMATION AND PRIVACY NOTICE

The REPRESENTATIVE acknowledges and accepts that all his/her information and personal data appearing in this document and in the Appointment document are true and verifiable; therefore, the REPRESENTATIVE hereby expressly authorizes SOFLOWCO to corroborate it by any legal means by him/herself or by the person, entity or company that SOFLOWCO may determine and designate.

The REPRESENTATIVE agrees that the data provided will be used by SOFLOWCO and/or affiliated companies at an international level, and that the same will be obtained, used, collected, transmitted, and/or kept in electronic media, as well as in the databases it deems appropriate, which may be used by SOFLOWCO, its affiliated companies or third parties, located within the Territory or abroad to provide services or PRODUCTS to the REPRESENTATIVE, process transactions, requests from the REPRESENTATIVE, make special offers or promotions to the REPRESENTATIVE, better understand the needs of end consumers, conduct consultations, market research, perception studies or any others related to the object of this business relationship, as well as for other purposes as detailed in any SOFLOWCO privacy policy previously communicated to you. All of the above solely and exclusively for the purpose of facilitating the object of the business relationship between SOFLOWCO and the REPRESENTATIVE, always guaranteeing the fundamental rights and particularly the right to informative self-determination of the parties as defined by the law of Protection of the Person against the processing of their personal data.

The REPRESENTATIVE agrees to receive special offers and promotions by e-mail or by any other means from SOFLOWCO, its subsidiaries or third parties.

SEVENTH: OTHER PROGRAMS

SOFLOWCO may from time to time establish reward and incentive programs for purchases ordered and made by the REPRESENTATIVE, which shall be subject to the terms established by SOFLOWCO and notified to the REPRESENTATIVE in the means referred to in this agreement; the goods and/or products offered in such concept, may be replaced by others of similar value and/or characteristics to those originally offered, only upon notice or notification made by SOFLOWCO to the REPRESENTATIVE, prior or simultaneous to the date of delivery thereof.

The REPRESENTATIVE shall consider the REFERENCE PRICE as well as the terms and conditions established in each program by SOFLOWCO during the term of the Contract to calculate the benefits that may correspond to the REPRESENTATIVE for the incentive programs established by SOFLOWCO during the term of the Contract.

EIGHTH: DURATION

The present contract shall have an indefinite duration, but either party may terminate it at any time by written notice to the other party without incurring any liability whatsoever. This Agreement shall also be terminated, without prior notice and without liability to SOFLOWCO, when the REPRESENTATIVE has an average monthly average purchase of less than 25,000 colones in the last 3 months. The termination of the Contract shall not give rise to any payment between the parties for compensation, indemnification, damages of any kind or for expenses, investments or commitments made in connection with this Contract.

NINTH: TAXES

All taxes and other contributions that are caused and must be paid due to the obligations contained in this contract shall be for the account of the party to whom they correspond under the terms of the applicable tax legislation. The taxes and other contributions caused by the income obtained by the REPRESENTATIVE from the resale of the PRODUCTS are the sole responsibility of the REPRESENTATIVE.

TENTH: INDEPENDENCE OF THE PARTIES

REPRESENTATIVE acknowledges that it is not an agent, distributor, servant or employee of SOFLOWCO; that it is not obligated to meet or comply with any mandatory term of this Agreement or any quota or purchase levels; and that SOFLOWCO is not obligated to accept any PURCHASE ORDERS made by SOFLOWCO. Neither SOFLOWCO nor the REPRESENTATIVE is obligated to enter into any new contract with SOFLOWCO, nor to have any business or relationship other than that governed by this Agreement; however, nothing in this clause shall be construed as releasing the REPRESENTATIVE to pay SOFLOWCO the price of the products it receives from SOFLOWCO.

ELEVENTH: JURISDICTION 

If any dispute or disagreement arises between SOFLOW and THE REPRESENTATIVE, any controversy, difference, dispute or claim arising out of this document, business and the subject matter hereof, its execution, breach, settlement, interpretation or validity, obligations and liabilities arising hereunder, which may arise between THE PARTIES, that cannot be settled directly within a term of thirty (30) calendar days counted from the written notification of the controversy from one party to the other, shall be submitted to the laws and Courts of Justice of the Republic of Costa Rica, or, if the parties so expressly agree, to the Arbitration Process at the Costa Rican Chamber of Commerce.

TWELFTH: TRADEMARKS

REPRESENTATIVE further acknowledges that it does not have and shall not acquire any right or interest in any trademarks, industrial property rights or any form of intellectual property owned or licensed by SOFLOWCO, its subsidiaries or affiliates. The REPRESENTATIVE acknowledges that its use of the Trademarks, if any, shall be solely on such terms and conditions as SOFLOWCO may from time to time direct. The REPRESENTATIVE acknowledges that the execution of this agreement does not grant it any right or license to use and/or enjoy the Marks.

THIRTEENTH: CONFIDENTIALITY OF INFORMATION.

The parties declare that the business relationship between SOFLOWCO, the holder of the information, and the REPRESENTATIVE, the recipient of the information, will involve written, verbal and electronic disclosure of communication between SOFLOWCO and the REPRESENTATIVE or by members of its work team, of documents owned or controlled by any of the aforementioned, which may include, but is not limited to economic information, business plans, personal information, drawings, demos, trade secrets, technical information, research results, customer lists and other data in oral or written form, related to the technology, whether such communication is produced verbally, visually, or through demonstrations or any other means, whether in the form of drawings, models, printed documents, and/or electronic file format or otherwise, shall hereinafter be considered confidential information. Confidential information, and all rights thereto which have been or shall be disclosed to REPRESENTATIVE, shall remain the property of SOFLOWCO. REPRESENTATIVE shall not obtain any right, of any kind, to the information, nor any right to use it, except for the purpose of this Agreement. Disclosure of the Confidential Information does not imply the licensing of copyright or any other rights by THE REPRESENTATIVE, other than as set forth herein.

FOURTEENTH: NOTIFICATIONS

The parties agree that all notices arising out of or related to this Agreement (Agreement) shall be in writing and may be transmitted by any means, including but not limited to, email, text message, printed documents, whatsapp, from SOFLOWCO's website www.soflowco.com or by any other means by which the parties agree to communicate.

FIFTEENTH: TERMINATION 

The parties agree that this agreement may be terminated at any time by either party, without any liability for such termination. SOFLOWCO may further terminate this agreement for breach by the REPRESENTATIVE of any obligation under this agreement, for average monthly purchases of less than 25,000 colones in the last 3 months, for knowledge that the REPRESENTATIVE performs or may perform any act that jeopardizes the image of the products SOFLOWCO distributes, or has knowledge that the REPRESENTATIVE performs unlawful acts.

SIXTEENTH: ACCEPTANCE

All the terms and conditions described herein shall be deemed accepted by the sole fact of sending the completed SOWFLOWCO REPRESENTATIVE Registration Form via email or whatsapp and the present terms and conditions shall be deemed ratified and accepted by placing the first Purchase Order of SOWFLOWCO products, accepting all the corresponding charges. If the REPRESENTATIVE does not accept the present terms and conditions, the REPRESENTATIVE shall not continue with the submission of the SOWFLOWCO REPRESENTATIVE Registration Form.