Retailer Trading Agreement

ASICS OCEANIA PTY LTD (ABN 59 003 091 389) of 6 Darling Street, Marsden Park, New South Wales, 2765, Australia (ASICS) agrees to supply Products to you the Customer subject to the terms and conditions of this Agreement.

You have been directed to this Agreement by ASICS, including by means of an Order Confirmation, Invoice, Price list or other source supplied by ASICS with the purpose of establishing the terms and conditions that will apply to any and all Products that ASICS agrees to supply to you.

Unless otherwise agreed by ASICS in writing this Agreement will apply to each supply of Products and ASICS may refuse in its sole discretion to make subsequent supplies of Products unless the Customer enters into the ASICS Retailer Trading Account Agreement.

As a Customer and purchaser of ASICS’ Products you agree that ASICS will not be subject to any terms and conditions that you may issue, including any standard terms or terms of trade used by you the Customer when purchasing goods or services or both.

You as Customer acknowledge and agree that unless you seek to amend the terms of this Agreement prior to the Cancellation Date of the ASICS’ Products to be supplied, you are deemed to accept the terms of this Agreement upon such Cancellation Date for all deliveries of the Products in whole or in part. ASICS is not bound by any amendment to this Agreement that you request unless ASICS agrees in writing.

The Customer declares that it has never been subject to an Insolvency Event and is not presently subject to any action, claim or proceedings by any officer, employee, agent, contractor, customer or other third party.

The Directors of the Customer declare that they are not discharged or undischarged bankrupts and have not been charged with any serious or indictable criminal offence.

Unless otherwise defined all capitalised words or expressions used in this Agreement have the meaning given to them in the Schedules. Defined words or expressions in one Schedule may be used in the other Schedules.

IF YOU ORDER ANY PRODUCTS FROM ASICS YOU AGREE THAT THE TERMS AND CONDITIONS OF THIS AGREEMENT WILL APPLY AS SET OUT ABOVE AND IN THE ATTACHED SCHEDULES.

SCHEDULE 1 – TERMS OF TRADE

SCHEDULE 2 – ASICS’ INTERNET POLICY (November 2023)

This Internet Policy applies to all ASICS Oceania Pty Limited (ASICS) approved e-retailers subject to the ASICS Retailer Trading Agreement (Agreement).

1. Authorized Domain Name: This authorization is granted by ASICS to Customer only for each specific web site (or web sites) whose domain name(s) has been approved in writing by ASICS (Web Site). Customer must not market, advertise or offer to sell or fulfill orders for ASICS’ Products from any other web site or Internet location without the prior written consent of ASICS.

2. Web Sites: All Web Sites must use ASICS brand identification and other ASICS Intellectual Property in accordance with this Internet Policy and the Agreement and in a manner consistent with the premium brand presentation of ASICS. Web Sites must use the current ASICS logos, product images, product descriptions and technical features/specifications consistent with ASICS global approach to Product sales and marketing (Marketing Material) as provided by ASICS from time to time and without any alteration.

3. Territory: Customer must only sell ASICS’ Products from the Web Site to consumers buying in Australia. Customer must neither sell nor ship ASICS’ Products to any address outside of Australia.

4.  Product Representation: ASICS’ Products advertised and/or offered for sale by Customer must be prominently displayed on their Web Sites and Customer must only use ASICS Marketing Material as provided by ASICS from time to time for ASICS’ Products. The ASICS territory sales representative will provide the Customer with authentic and up-to-date ASICS Marketing Material.  ASICS’ Products offered for sale on the Web Sites must significantly match the range of ASICS’ Products offered for sale by the Customer at the Approved Trading Address for Customer.  The Customer is not permitted to selectively advertise certain ASICS’ Products, such as shoes or particular styles of shoes, to the exclusion of other Products available at the Approved Trading Address for Customer without the prior written consent of ASICS.  The ASICS Marketing Material used by the Customer must correspond to the ASICS’ Products offered on the Web Sites.

5.  Web Site Standards:   A Web Site must meet the following minimum standards or contain the following elements:

(a) have a clear graphical design, with high quality graphic presentation and adequate search and navigation capabilities including a finder for ASICS’ Products;

(b) contain all content necessary for the Customer’s consumers to make a decision to buy, including up-to-date Marketing Material;  

(c) to the extent permitted by law, contain a disclaimer advising the Customer’s consumers that they are purchasing their ASICS’ Products from an  ‘Approved ASICS e-Retailer’ and not directly from ASICS Oceania Pty Limited and that all conditions of sale such as express warranties, shipping procedures, return policies and pricing are governed by the terms of trade of the Customer;  

(d) provide the consumer with secure transaction forms using encrypted-data streams or other high standard secure encryption technologies; and  

(e) must not promote, sell or display any product, service or material that could bring the good name of ASICS into disrepute, including the promotion or sale of counterfeit goods, dangerous or harmful products or services or the display of restricted, prohibited, offensive or inappropriate content.

6. Customer Services: A high level of service is necessary to maintain the reputation and competitiveness of ASICS’ Products and its image. Customer must maintain a commitment to customer service, meeting or exceeding the following criteria:

(a) on the Web Site’s home page navigation to all customer services must be easy;

(b) a telephone customer support service must operate during reasonable hours;

(c) customer service representatives must have adequate ASICS’ Product knowledge; and

(d) establish a procedure, reasonably acceptable to ASICS, for the satisfaction of customer complaints and the handling of returns in respect of orders through the Internet.

7. Google Ad Words: Customer may use the ASICS name as a Google ‘Keyword’ for the purpose of obtaining or bidding on a better ‘Ad Rank’. The terms ‘Keyword’ and ‘Ad Rank’ have the meaning given to them by Google, Inc. and the URL google.com. Alternate search engines may also be used subject to the prior written approval of ASICS.

8. Inventory: Each Customer accepts sole responsibility for maintaining adequate inventory of all ASICS’ Products represented for sale on its Web Site.  Customer should not offer for sale or take orders for any ASICS’ Products that are not held and fulfilled from its own warehouse without prior written consent by ASICS.  

9.  Termination: ASICS reserves the right to terminate the Customer’s authorisation to resell, market and promote ASICS and its Products via the Internet upon written notice where the Customer does not comply with the Agreement and/or this ASICS Internet Policy.  Any termination will be conducted in accordance with clauses 9 and 19 of the Terms of Trade (Schedule 1) of the Agreement.

10.  Agreement Variation: The Customer acknowledges that ASICS may from time to time amend the terms and conditions of this Internet Policy.  ASICS will inform the Customer of any such changes by email (Notice) and will provide the Customer with a copy of the updated Internet Policy.  If Customer refuses or is unable to comply with the amended Internet Policy within twenty (20) Business Days of the receipt of ASICS' Notice then the Customer must immediately cease all Internet sales of the Products.