SodaStream International B.V.
Provinciënbaan 16, 5121 DL RIJEN, NETHERLANDS
SodaStream Australia PTY LTD
21 Henderson Road Knoxfield, Victoria 3180 Phone: +61 3 8706 0200
Australia One Cylinder – September 2020
Date:
Dear SodaStream Retailer,
Re: SodaStream Cylinders License Agreement - Participation in Cylinders Exchange Program
Welcome to the SodaStream Family and congratulations on your decision to become an authorised SodaStream cylinder exchange distributor.
SodaStream Australia PTY Ltd. and SodaStream International B.V. (together “SST”) and you have agreed to launch a program in which SST’s
home carbonation machines and/or consumables will be sold at your stores. SST’s carbonation machine kit includes a full SST CO
2
cylinder that,
when empty, may be exchanged for a full one for the price of the CO
2
gas only. The following describes the mode of operations for our cylinder
distributors. Please read it carefully and sign below:
•
SST CO
2
Cylinders - Exchange Mechanism. SST will supply you
with full SST CO
2
cylinders (the "Cylinders"). For each Cylinder you
will pay SST the price of the CO
2
gas contents and a license fee for
the cylinder itself in the amount of $10 AUD (the "License Fee").
For each empty Cylinder returned by you to SST in good and usa-
ble condition, SST shall credit you with an amount equal to the Li-
cense Fee.
•
Use of the Cylinders. The Cylinders shall be used by you only for
the purpose of either enabling you to exchange your customers'
empty Cylinders with full ones at your stores for the price of the
gas contents only (in the event a customer returns an empty Cyl-
inder), or for supplying a customer with an additional Cylinder (in
the event a customer does not return an empty Cylinder or
wishes to have another spare Cylinder at home so he/she will not
run out of gas), and for no other purpose.
•
Ownership, License and Safety. The Cylinders are provided to you
and the end consumer under license. You hereby acknowledge
that the Cylinders provided to you by SST are the valuable prop-
erty of SST and will remain at all times the sole and exclusive
property of SST. Further, you acknowledge that also for safety
reasons SST retains ownership over its CO
2
cylinders. The Cylin-
ders have been provided to you subject to your explicit undertak-
ing that you will not refill them on your own or give them to any
third party for refill or tampering, for any reason. In the event
that another supplier will provide you with CO
2
cylinders that are
compatible with SST home carbonation machines, you shall not
exchange SST Cylinders for empty CO
2
cylinders of another sup-
plier, and vice-versa.
•
Termination of Relationship. Should the business relationship be-
tween us with regard to the exchange of Cylinders terminate, for
any reason whatsoever, you will promptly return to SST all Cylin-
ders in your possession. SST will credit you for the License Fee for
each empty Cylinder returned by you in good and usable condi-
tion, up to the aggregate amount of the then outstanding balance
of License Fee paid by you to SST. You shall not use any exemp-
tion under law to refrain from returning any Cylinders to us.
•
You acknowledge that the Cylinders that have been provided to
you are the valuable property of SST and therefore you agree that
in the event you will transfer the Cylinders or any of them to any
third party (other than your customers) for use or refill or if you
will refill them yourself, you will compensate SST with an amount
equal to double the License Fee for each of the Cylinders so trans-
ferred or refilled as liquidated damages. Such liquidated damages
shall not be SST's exclusive remedy and shall not be deemed as
SST's consent to relinquish its ownership over the Cylinders. It is
clarified that the foregoing is not intended to restrict you from
terminating your commercial relationship with SST with respect
to the Cylinders or from engaging another cylinder and gas sup-
plier.
•
Cylinders Regulatory Compliance. SST shall remain responsible
for compliance with all laws or regulations applicable to the own-
ers of CO
2
cylinders, provided that you have handled the Cylin-
ders in accordance with the provisions herein and our instructions
and have not acted in negligence with respect thereof.
•
Post Termination. Following termination of our business relation-
ship, you will return to us any Cylinder that is returned to you or
that otherwise is or has come to your possession.
•
Return Fee. If a consumer requests a return fee for a Cylinder,
please refer such consumer directly to us.
•
Entire Agreement. This agreement constitute the entire agree-
ment of the parties with respect to the subject matter hereof,
and supersedes all prior agreements and understandings relating
to the same subject matter.
•
Conflicting Provisions. In the event of any conflict or incon-
sistency between this agreement and the terms and conditions of
any other agreement for the supply of Cylinders, the terms and
conditions of this Agreement shall prevail. Further, the terms and
conditions of this agreement shall be the only terms and condi-
tions governing the supply of Cylinders.
We look forward to a fruitful mutual business relationship. Please sign below as agreement and acceptance of the above.
SodaStream International B.V.: Sharon Ross, Europe CFO
SodaStream Australia PTY LTD: Mark Fenton, Country Manager
Agreed and accepted on:
Company Name:
Full Address:
Retailer Signature:
Name & Title:
click to sign
signature
click to edit
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