Welcome to DERP.

Please review the attached Terms and Conditions of Use that govern your use of the DERP and apply alongside the terms of the Distributor Agreement between Diversey India Hygiene Private Limited (hereinafter “Diversey”) and you (hereinafter “Distributor”). In the event of any conflict or inconsistency between the terms and conditions hereof and any terms or conditions in the Distributor Agreement, the attached Terms and Conditions of Use shall prevail.

Please note that Diversey reserves the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the DERP, or any portion of the DERP, for any reason; (2) to modify or change the DERP, or any portion of the DERP, and any applicable policies or terms; and (3) to interrupt the operation of the DERP, or any portion of the DERP, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

I have read and agree to the Terms and Conditions of Use.

Terms and Conditions of Use

1. Distributor Onboarding

• Diversey has enabled onboarding and allowed access to this DERP to you as an authorised Distributor to be accessed with the unique credentials provided to you.
• Distributor shall be solely responsible for the use of the DERP and actions taken thereon using the unique credentials provided.

2. Purchases by Distributor

• Diversey shall, periodically, at its sole discretion, fix the Distributor / Dealer Price (DP) for each of the Products.
• Distributor shall place orders in the DERP (at the DP) expect in cases where, with specific approvals, special pricing has been agreed.
• Diversey shall allow Distributor a discount on the DP to enable Distributor to earn the agreed margin on sales. This discount is agreed at the time of purchase by the Distributor, and shall be calculated as per the margin formula in Section 4.

3. Sales by Distributor to Customer

• Diversey shall, periodically, at its sole discretion, fix the price for sale by Distributor to Customer per the annual rate contract with the Customer (ARC Price) for each of the Products. Where ARC Price is not fixed, sale by Distributor to Customer will be per the End-Customer Price (ECP).
• Diversey shall configure the ARC price and ECP for each of the Products for each Customer group (in accordance with the terms agreed between Diversey and the Customer).
• Distributor shall sell the Products to the Customer at the ARC Price or ECP Price, as applicable.
• Distributor shall enter details of all sale invoices in the DERP.

4. Distributor Margin and Discounts

• Distributor is to earn the applicable margin on sales, as specified SKU-wise in the DERP.
• This margin shall be delivered via credit notes to Distributor at the end of each month to effect a discount on the DP.
• DERP will calculate the credit note amount by correlation of DP and ARC Price / ECP at an invoice-wise level.
The formula for calculation of discount to deliver margin is: (DP – ARC Price) + (ARC Price * Margin %)
• Distributor shall not change, update, edit or otherwise renegotiate the ARC Price at the time of making the sale to the Customer. In the event that Distributor makes a sale at a price lower than the ARC Price, Distributor will not be eligible to further price reduction.

5. GST

• Diversey will charge GST at the applicable rate on the Distributor Purchase Price at the time of sale to Distributor.
• Diversey will apply GST at the applicable rate on the credit notes issued to Distributor and Distributor will immediately upon receipt of such credit note reverse the applied GST. Diversey will have the right to recover from Distributor any GST not so reversed along with 18% interest, and to recover any penalty levied on Diversey as a result of default by Distributor on account of any lapse by Distributor in this regard.