5.12 International Distributorship AgreementINTERNATIONAL DISTRIBUTORSHIP AGREEMENT This International Distributorship Agreement (this "Agreement") is made as
of the __ day of ________, 20__ between [MANUFACTURER], a/n __________
corporation ("Manufacturer") and [DISTRIBUTOR], a/n __________ corporation
("Distributor").
WITNESSETH:
WHEREAS, Manufacturer and its affiliates manufacture, assemble and market
computer systems, peripherals and related products directly and through
distributors to end-users throughout the world; WHEREAS, Distributor has the necessary marketing skills and organization
to market and sell such products; and WHEREAS, Manufacturer is willing to appoint Distributor to distribute and
sell Product in the Territory (as defined in Section 1.1 below) and Distributor
is willing to accept such appointment in accordance with the terms and
conditions set forth below. NOW, THEREFORE, in consideration of the mutual premises and covenants set
forth below, the parties agree as follows:
1. Appointment.
1.1. Scope of Appointment. Manufacturer hereby appoints Distributor, and
Distributor hereby accepts such appointment, as an independent and non-exclusive
distributor within the territory of ________________ (the "Territory") for
Product (as defined in Section 1.2 below). Distributor will have the right to
market, distribute, sell, install and lease Product and to use, solely as
Manufacturer's distributor, Manufacturer's Trademarks (as defined in Section 7.1
below) in strict accordance with the terms and conditions of this Agreement.
1.2. Products Covered. Product will mean all the products listed in
Manufacturer's International Distribution Price List, with any Territory-
specific exclusions or additions that Manufacturer may make from time to time in
its sole discretion. Attached as Exhibit A to this Agreement is the current
product list, which may be amended and supplemented by Manufacturer from time to time.
1.3. Subdistributors. Distributor may market, distribute, sell or lease
Product through Distributor's existing subdistributors, resellers or agents
listed on Exhibit F hereto. Distributor will not, without Manufacturer's prior
written approval, appoint any new subdistributors, resellers or agents to
market, distribute, sell or lease Product. Notwithstanding Manufacturer's
approval of any subdistributor, reseller or agent, Distributor will remain
liable for the actions, omissions and performance of such subdistributors,
resellers or agents.
1.4. No Distributor Sales Outside the Territory. Distributor will not,
directly or indirectly, market, distribute, export, sell or lease Product
outside the Territory.
1.5. Sales by Subdistributors, Resellers or Agents Outside the Territory.
Distributor will not permit any subdistributors, resellers or agents to market,
distribute, export, sell, install or lease Product outside the Territory without
prior written approval from Manufacturer.
1.6. Sales by Manufacturer. Manufacturer reserves the right to make direct
sales into the Territory, notwithstanding any other provision of this Agreement
to the contrary. Distributor will not be entitled to any compensation as a
result of any such direct sales into the Territory by Manufacturer.
1.7. Appointment of Other Distributors. Without limiting the generality of
Section 1.1 above, Manufacturer may appoint additional distributors, resellers
or agents in the Territory at any time, including in the event that Distributor
fails to purchase the Minimum Quantity (as defined in Section 2.1 below). Such
right will be in addition to Manufacturer's rights to terminate the Agreement
under Section 11 below. Distributor agrees to amend its registration with the
relevant governmental authorities in order to reflect the appointment of any
additional distributors, resellers or agents in the Territory pursuant to this
Section 1.7.
1.8. Sale of Competitive Products. During the Term of this Agreement (as
defined in Section 10.1 below), neither Distributor nor any of its affiliated
companies will manufacture, assemble, purchase, market, distribute, sell, lease
or license to end users, through any form of direct marketing, any products that
are determined by Manufacturer, in its sole discretion, to be similar to or
competitive with any Product.
2. Obligations of Distributor.
2.1. Minimum Purchase Quantities. Distributor will purchase and take
delivery of sufficient Product in order to meet the minimum purchase quantities
and other performance criteria ("Minimum Quantity") for the next one (1) year
from the date hereof as agreed upon jointly by the parties and set forth in
Exhibit B to this Agreement. Distributor specifically understands and accepts
that the establishment and achievement of the Minimum Quantity is of the essence
to this Agreement. Distributor will order and take delivery of Product pursuant
to Section 4 below. The Minimum Quantity will be based upon payments actually
received by Manufacturer. In the event that the Agreement is renewed by the
parties as provided under Section 10 below, the Minimum Quantity for the renewal
Term will be adjusted after an evaluation by the parties based on a joint
forecast of purchases for the renewal Term. Upon each subsequent renewal, if
any, the Minimum Quantity will be similarly adjusted. Manufacturer reserves the
right to evaluate the Minimum Quantity on a quarterly basis.
2.2. Marketing and Product Support. Distributor will at its sole cost and
expense undertake the following:
(a) Use its best efforts to promote the marketing and sale of
Product within the Territory. (b) Maintain adequate facilities and inventories of Product to
ensure prompt handling of inquires, orders, shipments, and returns.
(c) Maintain a professional and diligent sales and customer support
organization appropriate for marketing, distributing, selling, leasing and
servicing Product in the Territory. (d) In consultation with Manufacturer, furnish its personnel with
comprehensive training to permit them to undertake pre-sales and post-sales
support and technical support to Distributor's customers. Distributor will at
its sole cost and expense participate in courses that Manufacturer may, in
consultation with Distributor, formulate from time to time, as described in
Exhibit C. Distributor will at its sole cost and expense also participate in
other training courses suitable for Distributor personnel, which Manufacturer
may recommend.(e) Attend such conferences as may be sponsored by Manufacturer for
its distributors around the world. Manufacturer will determine the time, place
and agenda for such conferences. (f) Attend such trade shows in the Territory as Manufacturer and the
Distributor may agree upon from time to time.
2.3. Advertising. Distributor will at its sole cost and expense undertake
the following:
(a) Actively participate in any Manufacturer sales programs, special
promotions and advertising campaigns.
(b) Develop professional merchandising programs to promote Product
in the Territory based upon advice and guidance from Manufacturer. Such programs
will include advertising in the press, television, radio and specialist media in
the Territory, and public relations campaigns and exhibitions. Manufacturer
expressly reserves the right to review Distributor merchandising programs and
advertising at any time and to direct Distributor to cancel and withdraw any
merchandising programs or advertising that Manufacturer deems, in its sole
discretion, not to be suitable for its image. Distributor's failure to comply
with a request from Manufacturer under this Section 2.3 will permit
Manufacturer to terminate this Agreement under Section 11.2 below.
(c) Expend a minimum of one percent (1%) of its gross revenues from
sales of Product during the Term of the Agreement on promotional, advertising
and merchandising programs.
2.4. Customer Support and Service. Distributor will at its sole cost and
expense undertake the following:
(a) Provide training and technical support to Distributor's
customers to ensure that Product purchased by Distributor's customers are
properly installed and used. Distributor will be primarily responsible for its
customer support, and Distributor will only instruct customers to contact
Manufacturer directly with the prior written consent of Manufacturer.
(b) Participate fully in any retrofit, recall or customer
notification campaigns initiated by Manufacturer with regard to Product, under
terms to be agreed upon, from time to time.
(c) Train and maintain a professional and diligent customer support
organization, and maintain service facilities, located at or near its principal
place of business, to ensure that the ultimate end-users and customers of
Product can obtain after-sale support, including installation, warranty and
other service, repair, maintenance, training and software support in the
Territory.
(d) Spare parts (and any other Manufacturer supplies and
accessories) will be purchased separately from Product, in accordance with the
following terms and conditions:
(i) Distributor will purchase an initial number of spare parts
within thirty (30) days after the date hereof in the quantities and at the
prices set forth on Exhibit G;
(ii) Distributor will purchase additional spare parts so as to
maintain an inventory of spare parts, the value of which will equal at least one
percent (1%) of the gross purchase price of the total of all Product purchased
in any one month; and
(iii) Distributor will pay for spare parts purchases within
sixty (60) days of the date of Manufacturer's invoice. (iv) Distributor may return any defective parts only within
such sixty- (60-) day period (and such parts will not be deemed returned unless
they are actually received by Manufacturer within such period). Upon receipt of
a defective part, Manufacturer will, in its sole discretion, either ship to
Distributor a replacement part or credit Distributor's account.(e) Distributor will use only Manufacturer-supplied spare parts for
the repair, servicing and maintenance of Product.
(f) Provide service and support in compliance with any detailed
maintenance manuals and troubleshooting documentation published by Manufacturer
from time to time. (g) Comply with applicable laws and regulations in the Territory
relating to "used" or returned merchandise.
(h) Comply with all requirements of Manufacturer, including, without
limitation, the requirement that Distributor is prohibited from removing
components of any Product and selling such components separately.
2.5. Reporting Requirements. Distributor will at its sole cost and expense
undertake the following:
(a) Provide Manufacturer with forecasts of projected purchases of
Product in the Territory as set forth in Section .4 below Distributor will
promptly update or amend such forecasts due to changed circumstances and market
conditions. (b) Collect and provide detailed information as reasonably required
by Manufacturer on market research, competitive analysis and marketing programs. (c) Provide written monthly sales reports and forecasts and current
inventory reports in the form required by Manufacturer.
(d) Allow Manufacturer personnel, upon reasonable notice and during
Distributor's normal business hours, to review Distributor's operations and
facilities in order to confirm compliance with the requirements of this
Agreement.
2.6. Distributor Prices. Prices for the sale by Distributor of Product in
the Territory will be established and revised from time to time by Distributor
in its sole discretion.
2.7. Third Party Inquiries. During the Term (as defined in Section 10.1
below), Distributor will refer to Manufacturer all inquiries from third parties
regarding the sale, distribution or marketing of Product outside the Territory.
3. Obligations of Manufacturer.
3.1. Supply of Product. Manufacturer will undertake the following:(a) Endeavor to manufacture, assemble and ship Product, ordered
under Section 4 below, to Distributor in a timely manner. (b) Keep Distributor informed of Product supply availability. In the
event of a shortfall in supply, Manufacturer reserves the right to allocate its
production among its Distributors, customers and end-users as it deems
appropriate, in its sole discretion, including the right to make no shipments or
make delayed or partial shipments. Manufacturer will not be liable to
Distributor in any way for any failure to supply quantities of Product that may
have been agreed upon from time to time with Distributor except to refund that
portion of Distributor's purchase price for any Product that Manufacturer is
unable to make available to ship within sixty (60) days of Manufacturer's
scheduled shipment date. Deferment and cancellation charges set forth in Section
4.5 below will not apply to the extent that Manufacturer is not able to meet its
scheduled shipment date or otherwise to supply Product to meet Distributor's
orders. Failure of Distributor to meet the Minimum Quantity caused solely by
Manufacturer's inability to meet its scheduled shipment date or to supply
Product to meet Distributor's orders will not constitute a material breach of
the Agreement by Distributor.3.2. Marketing Assistance. Manufacturer will undertake the following:
(a) Make available to Distributor a reasonable quantity of Product
literature and promotional materials in a form suitable for reproduction or
duplication by Distributor. All such materials supplied to Distributor will be
in the English language, or, at Manufacturer's option, in another language.
Distributor may reproduce and translate the materials at Distributor's sole
expense. Manufacturer will have the right to approve all such translated or
reproduced materials prior to their use with potential customers. (b) Answer promptly any queries concerning Product or applications
thereof that Distributor may submit to Manufacturer in connection with proposed
marketing campaigns or contemplated sales.
(c) Approve in a timely fashion Distributor's marketing and
advertising activities.
3.3. Training and Conferences. Manufacturer will undertake the following:
(a) Sponsor or conduct distributor training courses and conferences
at times and places to be determined by Manufacturer in its sole discretion.
Manufacturer will not charge any training fees for such courses and conferences
sponsored or conducted by Manufacturer. However, Distributor will be solely
responsible for payment of all of its costs and expenses of participation,
including travel, food and lodging. (b) Identify and recommend third-party training courses that may
benefit Distributor's sales and service personnel. Distributor will be
responsible for all costs and expenses related to such courses.
4. Ordering and Delivery of Product.
4.1. Long-Term Forecasts. Distributor will, at the beginning of each
quarter during the Term, provide Manufacturer with forecasts for expected
purchases in such quarter. Such forecasts will be updated and amended by
Distributor on a monthly basis.
4.2. Preliminary Purchase Order. Between sixty (60) and ninety (90) days
prior to the scheduled date of shipment of Product from Manufacturer facilities.
Distributor will submit a preliminary purchase order to Manufacturer in the form
attached as Exhibit D-l ("Preliminary P.O."). The Preliminary P.O. will be sent
by facsimile or electronic mail, provided a signed original is delivered to
Manufacturer promptly thereafter. Manufacturer will acknowledge receipt of the
Preliminary P.O. from Distributor within five (5) working days of receipt in the
same manner of notification.
4.3. Final Purchase Order. No later than thirty (30) days prior to the
scheduled date of shipment of Product from Manufacturer facilities, Distributor
will submit a final purchase order to Manufacturer in the form attached as
Exhibit D-2 ("Final P.O."). This Final P.O. will be sent by facsimile or
electronic mail, provided a signed original is delivered to Manufacturer
promptly thereafter. All Final P.O.s submitted by Distributor will be accepted
by facsimile or electronic mail by Manufacturer, with a signed original notice
of acceptance of the Final P.O. dispatched within two (2) working days of
receipt. Each Final P.O. will be deemed an offer by Distributor to purchase
Product listed therein and when accepted by Manufacturer will constitute a
contract in accordance with the terms and conditions of the Final P.O. and this
Agreement. Any amended or additional terms supplied in or with the Final P.O. by
Distributor will be invalid and have no force or effect, unless specifically and
clearly agreed to in a writing signed by Manufacturer.4.4. Changes from Preliminary Purchase Order. Distributor will be entitled
to increase or decrease the quantities of Product ordered in the Final P.O. from
those ordered in the Preliminary P.O.; provided, however, that Manufacturer will
be entitled to levy the following charges, calculated as a percentage of the
Product purchase prices listed in Exhibit A in effect on the date of
acknowledgment of the Preliminary P.O.
Deviation from Preliminary P.O. ChargeEqual to or
greater than Less than
0%-5% 2%
5%-25% 10%
25%-75% 15%
75%-100% 25%
4.5. Modifications of Final Purchase Orders. Once a Final P.O. has been
accepted by Manufacturer, Distributor will only be entitled to defer or cancel
it subject to the following charges, which will be calculated as a percentage of
the Product purchase prices listed in Exhibit A in effect on the date of
acceptance of the Final P.O. (1) a Deferment charge of fifteen percent (15%)
($500 minimum); and (2) a Cancellation charge of twenty-five percent (25%) ($750
minimum). The following conditions will also apply:
(a) Each deferment is limited to a maximum of sixty (60) days from
Manufacturer's scheduled shipment date.
(b) Any deferment will, at Manufacturer's option, be considered a
new order and in such cases will be subject to Manufacturer's then-current
prices. In addition, any alteration, addition or modification to Product ordered
by Distributor that is deemed by Manufacturer to be a material change to an
order will, in its discretion, be treated as a cancellation of the prior order
(subject to the foregoing cancellation charges) and placement of a new order.
The third request for deferment for any item will be deemed a cancellation of
that item and subject to the cancellation charges listed above.
(c) Deferments or cancellations that occur due to Distributor's
failure to meet the terms of this Agreement; to satisfy Manufacturer on
payment arrangements under Section 5.3 below; or to provide Manufacturer with
proper import licenses or related documentation when required, will be subject
to the charges set forth above for deferments or cancellations, as appropriate.
(d) The charge for cancellation following a deferment will be
computed based on the original ship date as though a cancellation had occurred
at the time of deferment and is in addition to any deferment charges accrued
hereunder.
(e) Portions of a Purchase Order may be deferred or canceled at the
request of Distributor, and the charges, if any, will be limited only to those
Product deferred or canceled. Manufacturer will refund any purchase price paid
for canceled orders after setting off any cancellation charges or other charges
due from Distributor.
(f) Any order that is deferred will not relieve Distributor of its
obligation to purchase the Minimum Quantity under Section 2.1 above, and
Distributor will be obligated to purchase the cumulative Minimum Quantity in the
next applicable period for orders that have been deferred to such period.4.6. Minimum Quantity Purchases. Distributor's forecasts (in Section 4.1
above), and Final P.O.'s (in Section 4.3 above) will meet the cumulative Minimum
Quantity obligations for the Term. Except as otherwise agreed by Manufacturer,
Distributor may not purchase in any one month more than one hundred and twenty
percent (120%) of the average monthly purchases for the prior six (6) months.
4.7. Delivery and Shipment Terms. Except as may be expressly stated by
Manufacturer in its acceptance of the Final P.O., all deliveries of Product to
Distributor will be EX WORKS (as this term is defined in the International
Chamber of Commerce INCOTERMS 2000), at the address of Manufacturer's factory or
warehouse, as specified by Manufacturer from time to time. All deliveries will
be subject to, and Distributor will pay, standard handling charges as set from
time to time by Manufacturer for deliveries of Product to customers of similar status.
4.8. Title. Title to Product will pass to Distributor at the time and
place it is delivered by Manufacturer to Distributor or Distributor's carrier.1
5. Prices and Payments.
5.1. Distributor's Purchase Price. The prices for Product purchased by
Distributor hereunder will be those specified in Manufacturer's International
Distribution Price List (Exhibit A). Except as expressly stated otherwise,
prices set forth in Exhibit A do not include any existing or future taxes,
tariffs, fees, duties or levies whatsoever applicable to Product sold under this
Agreement. If such additional sums (but excluding taxes on Manufacturer's
income) are required to be withheld, collected or paid, then Manufacturer will
add them to the purchase price payable by Distributor as provided in Section 12 below.
5.2. Price Changes. Manufacturer reserves the right, in its sole
discretion, to change the price of any Product without liability whatsoever,
provided that:
(a) In the event of a price reduction, any Final P.O.
acknowledged by Manufacturer prior to the effective date of such price change
will be invoiced at the new price.2 (b) In the event of a price increase, any Final P.O. that was
acknowledged by Manufacturer prior to the effective date of such price increase
will be invoiced at the old prices, provided that Distributor's order requested
Manufacturer to deliver within thirty (30) days from the effective date of such
price change. If Distributor's order requested Manufacturer to deliver more than
thirty (30) days after the effective date, the new prices will apply.
5.3. Invoice and Payment Terms. Manufacturer will invoice
Distributor as of the date of acceptance of the Final P.O. under Section 4.3
above. The invoice will be sent by facsimile and followed by an original sent by
registered mail or courier within two (2) working days. The invoice will include
all charges relating to that shipment as well as any other charges owed by
Distributor under this Section 5. Distributor will pay for Product in U.S.
Dollars by wire transfer received in Manufacturer's designated bank account no
later than twenty (20) days prior to the scheduled date of shipment of Product
from Manufacturer facilities. At Manufacturer's option, Distributor may pay for
Product and spare parts (pursuant to Section 2.4 above) in another currency
designated by Manufacturer, in which case, the rate of exchange from U.S.
Dollars to the other currency will be the applicable rate set forth in The
Financial Times on the date of Manufacturer's acceptance of the Final P.O. At
Manufacturer's option, Distributor may pay Manufacturer under an irrevocable
letter of credit, on terms acceptable to Manufacturer.
6. Returned Merchandise.6.1. Charge on Returned Merchandise. Manufacturer may, in its sole
discretion, agree to accept the return of merchandise already shipped to
Distributor. Distributor will pay a restocking charge of thirty-five percent
(35%) on items returned undamaged and unopened. Distributor will pay for return
transportation, insurance and all other related charges. No item may be returned
more than thirty (30) days after shipment to Distributor, nor will Manufacturer
accept any used items.
6.2. Procedures and Location. All merchandise must be returned to
Manufacturer at the address indicated in the Purchase Order, or if none is
specified, to an address indicated by Manufacturer. Distributor will be
responsible for any duties and/or taxes assessed against returned merchandise
that is not sent to the above address. Distributor will be assigned a specific
Return Merchandise Authorization Number (RMA) for return of Product. Returned
merchandise must be received at Manufacturer's address no later than the twenty-
fifth (25th) day of the month in order for Distributor to receive a credit
during the following month; merchandise returned after the twenty-fifth (25th)
day will not be credited until the second month thereafter.
7. Advertising, Trademarks and Trade Names.
7.1. Exclusive Ownership of Trademarks and Trade Names. Distributor
acknowledges that Manufacturer and/or its affiliates are the sole and exclusive
owners of the name "[MANUFACTURER TRADEMARK]" and any abbreviations thereof;
and any and all of Manufacturer's trademarks and trade names, service marks,
trade logos and trade dress and foreign language equivalents thereof, including
those described in Exhibit E hereto (collectively, the "Trademarks"), and as
each may be unilaterally amended from time to time by Manufacturer (whether
registered or not). Distributor acquires no rights to the Trademarks other than
those set forth herein, and Distributor hereby assigns and transfers to
Manufacturer all rights other than those granted herein that it may acquire in
and to the Trademarks, whether by operation of law or otherwise.
7.2. Grant of License. Manufacturer hereby grants to Distributor during
the Term a non-transferable and royalty-free right and license to use the
Trademarks in the Territory for the limited and sole purpose of the marketing,
sale, promotion and service of Product. Such use by Distributor of the
Trademarks in the Territory will be in strict accordance with the Manufacturer
advertising style guide, the receipt of which is hereby acknowledged by
Distributor. Manufacturer will have all right, title and interest to the
translations, except for the limited right to use granted to Distributor
hereunder. Distributor will treat the Trademarks distinctively (as to
typography) and will reproduce Manufacturer's symbols (including Manufacturer's
monogram) photographically, not artistically. Distributor will not use the name
"[MANUFACTURER TRADEMARK]," or abbreviations thereof in its public title and
will not give permission to others, including Distributor's customers, to use
that title or abbreviations thereof in any manner whatsoever. Distributor will
not adopt or use any trademark, trade name, service mark or product name that
might be confusingly similar to the Trademarks. Distributor will not take any
action inconsistent with the limited scope of this license of the Trademarks to
Distributor.7.3. Permitted Uses and Duties. In furtherance of Sections 7.1 and 7.2
above, Distributor agrees to:
(a) Sell and advertise Product exclusively under the Trademarks and
not use the Trademarks other than with reference to Product.
(b) Notify Manufacturer of any actual or suspected misuse or
infringement of the Trademarks in the Territory.
(c) Upon Manufacturer's request, assist, at Manufacturer's expense,
in such legal proceedings as Manufacturer will deem necessary for the
safeguarding of any Trademarks in the Territory, and execute and deliver in
accordance with Manufacturer's request such documents and instruments as may be
necessary or appropriate in the conduct of such proceedings.
(d) Neither make nor permit any alteration in any tags, labels,
copyright notices or other identifying marks placed by Manufacturer (or
Manufacturer's licensors) on Product, any and all components of Product
(including software) or associated packages, wrapping or containers. (e) Not assert the invalidity of or contest Manufacturer's ownership
of the Trademarks, and not take any action that may prejudice the validity of
Manufacturer's right, title and interest in and to the Trademarks. (f) Assist Manufacturer in the registration and/or renewal of
registration of any Trademarks in the Territory as Manufacturer may determine to
be necessary or desirable, and execute such documents and instruments as may be
necessary to register or to apply for the registration (or registration renewal)
of such Trademarks.
7.4. Inspection and Compliance Checks. All uses by Distributor of the
Trademarks will be subject to the review and approval of Manufacturer, and
Distributor will share with and submit to Manufacturer any ideas, proposals,
schematics or plans for use of such Trademarks as early as possible. In
addition, Distributor will, no later than seven (7) days prior to any
publication or printing deadline, transmit a copy of the actual materials in
which such Trademark is to be used, for Manufacturer's review and approval.
Manufacturer reserves the right to withdraw authorization for use of the
Trademarks if Manufacturer determines, in its sole discretion, that Distributor
is not using the Trademarks in a manner consistent with the terms of this
Agreement. Distributor's failure immediately to cease using the Trademarks and
to recall and to collect the promotional materials, advertising or Product
improperly displaying the Trademarks within ninety (90) days of Manufacturer's
notice to do so, will constitute a material breach of this Agreement and
Manufacturer may terminate this Agreement for cause as set forth in Section 11.2 below.
8. Patents. Manufacturer indemnifies Distributor from any action brought against
Distributor to the extent based on a claim that Product infringes any duly
issued patent right if Distributor promptly notifies Manufacturer of the claim,
furnishes Manufacturer a copy of each writing relating to the claim and gives
Manufacturer authority, information and assistance (at Manufacturer's expense)
necessary to defend or settle the claim. This obligation excludes infringement
arising out of unauthorized use of Product; post-delivery, non-Product
modifications; or the combination, operation or use of Product with non-
Manufacturer supplied hardware, programs, data or specifications if a different
combination would avoid the infringement. This obligation is limited to
Manufacturer's choice of procuring for Distributor the right to use such
Product free of any infringement liability; replacing such Product with a non-
infringing substitute; or accepting Distributor's return of the infringing
Product in exchange for a refund of the purchase price paid to Manufacturer by
Distributor therefor, less a charge of twenty percent (20%) of such purchase
price for each year (and prorated for each partial year) since shipment by
Manufacturer to Distributor. THIS INDEMNITY IS MANUFACTURER'S SOLE LIABILITY AND
DISTRIBUTOR'S SOLE REMEDY FOR INFRINGEMENT OF PATENTS.
9. Software9.1. Software as Component of Product. Certain operating, utility and
application computer software programs (collectively, the "Programs") that are
Manufacturer proprietary software or are licensed by Manufacturer from third-
party software vendors are included with and are components of Product. Such
Programs may be updated and substituted from time to time, as specified in
Exhibit A. Manufacturer represents that it has all necessary rights in and to
Programs to permit Manufacturer to market and distribute Programs as components
of Product. Manufacturer has the right and authority to enter into this
Agreement and to grant the rights hereunder with respect to Programs. Title to
Programs will at all times remain with Manufacturer and/or Manufacturer's
licensors of Programs, and Distributor has no rights to transfer Programs,
except as set forth below.
9.2. Distribution Rights. Manufacturer hereby grants to Distributor during
the Term a non-exclusive and non-transferable right to distribute copies of
Programs only as components of Product within the Territory. "Distribute," as
used in this Section 9.2, will mean the right of Distributor to transfer to end-
users the copies of Programs obtained pursuant to this Agreement subject to the
use license described in Section 9.3 below. This grant of distribution rights is
subject to the terms and conditions of this Section 9, including the following:
(a) Distributor will not copy or reproduce Programs (except as
expressly provided herein or in any Program's pre-packaged license agreement),
or modify, reverse engineer, disassemble, or de-compile Programs in any way.
Distributor will promptly notify Manufacturer of any unauthorized use or copying
of Programs by any person or entity. Distributor agrees to take at Distributor's
expense but at Manufacturer's option and under Manufacturer's control and
direction, legal action to prevent or stop the unauthorized use or copying of
Programs by any person or entity who or which has obtained Programs due, in
substantial part, to Distributor's fault or negligence. (b) Distributor will sell or lease Product with Programs as integral
parts thereof. Distributor will not open the packaging containing Program media
or end-user license agreements for Programs, and will not separate such items
from Product. Distributor will institute reasonable procedures to ensure that
its employees, subdistributors, resellers or agents comply with the foregoing
obligations. (c) If Distributor uses any Program for demonstration purposes, it
will not copy or transfer such Program, and will abide by the terms of the end-
user license agreement packed with Program media.
(d) Distributor will agree to and abide by all terms and conditions
imposed by the licensor of Programs (whether it be Manufacturer or third-party
software vendors). (e) Distributor's rights under this Section 9, including its rights
to distribute and to pass on licenses to use, will automatically and immediately
terminate in accordance with the termination provisions set forth in Section
11.2 below.
9.3. Use License. Distributor will pass on to end-users of each Product a
license to use Programs. The use license to be passed on to Distributor's end-
users will be a "shrink wrap" end-user license agreement, effective upon the
opening by an end-user of the package containing Program media. In addition, in
all cases where Programs have been pre-loaded on Product, the package containing
the keyboard will bear a notice to the end-user that software has been pre-
loaded and that by turning the system on, the end-user accepts the terms and
conditions of the end-user license agreement included in the package containing
Product. Distributor will be responsible for ensuring that its end-users agree
to abide by the terms of the end-user licenses contained in Programs' packages.9.4. Effect of Distributor Contracts. Neither Manufacturer nor
Manufacturer's licensors will assume or become bound to perform any warranty,
support obligations or other contractual obligation of Distributor to any
customers of Distributor.
9.5. Compliance with Import Regulations. Distributor agrees to comply with
any import regulations and registration requirements in the Territory, as well
as any applicable United States regulations, licensing or other requirements,
with respect to Programs.
9.6. Disclaimer of Warranties and Limitation of Liability. EXCEPT FOR THE
EXPRESS WARRANTIES STATED IN THIS AGREEMENT OR IN ANY PROGRAM LICENSE AGREEMENT,
MANUFACTURER (ON ITS BEHALF AND ON BEHALF OF ITS LICENSORS) DISCLAIMS ALL OTHER
REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO
PROGRAMS, INCLUDING ALL IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO MEDIA DEFECTS, DOCUMENTATION,
OPERATION OF PROGRAMS AND WITH RESPECT TO INSTALLATION, DE-INSTALLATION AND USE
OF PROGRAMS. NEITHER MANUFACTURER NOR ITS LICENSORS WILL BE LIABLE FOR ANY LOSS
OF PROFIT OR ANY OTHER COMMERCIAL DAMAGE, INCLUDING, WITHOUT LIMITATION,
SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES. 10. Term.
10.1. Term. This Agreement will have a term ("Term") of one (1) year from
the date hereof, and will terminate thereupon, and neither party will have any
obligations whatsoever, except as specifically provided in this Agreement.
10.2. Renewals. The term may be renewed for additional one- (1-) year
terms by a written agreement signed by both parties within a period at least
thirty (30) days prior to expiration of the Term or renewal Term. If the
Agreement is renewed, the parties will agree upon a new Minimum Quantity for the
renewal Term, in accordance with the provisions of Section 2.1 above. If this
Agreement is so renewed upon the mutual agreement of the parties, the renewal
Term will commence immediately upon expiration of the prior Term.
11. Termination.
11.1. Termination Without Cause. This Agreement may be terminated at any
time, without cause, by either party giving ninety (90) days written notice to
the other party under the procedures provided herein for notices.
11.2. Termination For Cause. This Agreement may be terminated for cause as
follows:
(a) By either party upon thirty (30) days written notice if the
other party commits a material breach of the Agreement and fails to cure the
breach within the thirty- (30-) day period. By way of example, but not
limitation, material breaches include violations described in Sections 2.3, 7.4,
and 9.2.(b) Automatically if Distributor files for or has instituted against
it any proceedings as to its bankruptcy, insolvency, reorganization,
liquidation, receivership or dissolution or upon any assignment of Distributor's
assets for the benefit of creditors. (c) By Manufacturer upon thirty (30) days written notice if:
(i) Distributor fails to meet the Minimum Quantity specified
in Section 2.1 above;
(ii) Distributor becomes generally ineligible to obtain or
receive approval for any license or export/import documents as are necessary to
buy and resell Product;
(iii) Distributor registers or attempts to register this
Agreement with any government conferring upon Distributor any exclusivity
whatsoever; (iv) Distributor assigns this Agreement without the prior
written consent of Manufacturer to any other party;
(v) There is a substantial change in the ownership of
Distributor; or
(vi) Distributor notifies Manufacturer of a legal impediment
under Section .19 below
11.3 Effect of Termination.(a) Upon termination of this Agreement, Manufacturer may, at its
option, terminate any or all unfilled orders. Upon termination for cause
pursuant to Section 11.2 above, Manufacturer reserves the right, in its sole
discretion, to repurchase, at the then-current prices in Exhibit A, any unsold
new and unused Product. Distributor will cooperate in such repurchase and bear
any transportation and related charges. (b) Upon termination of this Agreement, Distributor will discontinue
immediately all marketing, promotion, advertising or reference to Product, and
Distributor will have no further rights to the use of Manufacturer's marketing,
promotion or advertising materials or other resources, or the Trademarks.
(c) Upon termination of this Agreement, Manufacturer will be wholly
discharged and released of any and all obligations or liability under this
Agreement, except as expressly accepted by Manufacturer relating to unfulfilled
orders. Neither Manufacturer nor Distributor will be liable to the other, solely
because of the termination of this Agreement, for compensation, reimbursement or
damages due to the loss of prospective profits or anticipated sales, or due to
expenditures, investment, leases or commitments in connection with the business
or goodwill of Manufacturer or Distributor, or for any other reason whatsoever.
Distributor will remain liable, however, for any obligations for unpaid balances
for Product and for damages due to breach of this Agreement.
(d) The provisions of Sections 7.1, 8, 9.4, 9.5, 9.6, 11.3, 12.1,
13.1, 13.2, 14.1, 14.2, 15.1, 15.2, 15.3, 16.1, 16.2, 16.3, 16.4, 16.5, 19,
20.1, 20.2, 20.3, 20.4, and 20.6 will survive any termination or expiration of
this Agreement.
12. Fees and Taxes.
12.1. Payment. Distributor will pay all taxes, tariffs, fees, duties,
levies or other charges that are levied or asserted by any public authority in
connection with Distributor's activities as a Manufacturer Distributor by reason
of or in connection with this Agreement.
12.2. Addition to Price. Any tax, tariff, fee, duty, levy or other charge
that Manufacturer may be required by federal, state, municipal or other law now
in effect or hereafter enacted, to withhold, collect or pay with respect to the
sale, delivery or use of any Product will be added to the price of such Product.
13. Confidentiality.13.1. Confidential Information. In negotiating and implementing this
Agreement, Manufacturer may transmit to Distributor certain proprietary and
confidential information regarding Product, maintenance services, marketing
strategy and industry analysis. Distributor agrees that, during the Term
(including any renewals) and for three (3) years after the Term, Distributor
will not disclose any information it receives from Manufacturer that is marked
either CONFIDENTIAL, PROPRIETARY, STRICTLY PRIVATE or INTERNAL DATA
(collectively, "Confidential Information") to any other person, corporation or
entity; nor will Distributor use Confidential Information for its own benefit,
except as provided herein. Any reliance on Confidential Information disclosed
hereunder is at Distributor's own risk. Nothing contained in this Section 13
will grant or imply any rights by license, estoppel or otherwise. Confidential
Information as used herein does not include information which: is in the public
domain at the time of its disclosure or which enters the public domain at any
time after such disclosure through no fault of Distributor; is generally
disclosed to third parties by Manufacturer without restriction; is communicated
to Distributor by a third party having a right to do so without restriction on
nondisclosure; or is approved for release by written authorization of
Manufacturer.
13.2. Presentations and Planning. Manufacturer's oral and visual
presentations describing Product and plans, any business and/or product plans
that are undergoing development, and any inspections thereof by Distributor or
its personnel will all be considered Confidential Information under this
Agreement. In this connection, Manufacturer makes no commitment about future
products or plans. Manufacturer reserves the right to cancel or alter the
development of any such plans and/or the marketing of such product(s) at any time.
14. Export Controls.
14.1. Laws of the United States and the Territory. Distributor agrees to
comply with export laws and regulations of the Governments of the United States,
[INSERT COUNTRY OF CONTRACT ORIGIN, IF DIFFERENT FROM THE U.S.], and the
Territory that may apply to Product, and to obtain any licenses required for
export or re-export.
14.2. Products of U.S. Origin-Technical Data. Distributor may only sell
Product to end-users within the Territory. Distributor agrees not to re-export
any Product, including Programs, or any products derived therefrom without first
obtaining Manufacturer's approval and, if required, the permission of the U.S.
Departments of Commerce or State, either in writing or as provided by an
applicable regulation. This requirement will survive the termination or
expiration of this Agreement. Distributor further agrees not to transact
business with any person or firm identified by the U.S. Departments of Commerce
or Treasury as being denied the right to receive any U.S. product.
15. Limitation of Liability and Remedies; Indemnity.
15.1. Liability for Termination. Except as specifically provided in this
Section 15.1, Manufacturer will not be liable in any manner whatsoever on
account of termination of this Agreement for any reason. The parties confirm
that they have considered all costs and expenses necessary in preparing to
perform this Agreement and the possible losses and damage incident to
termination. Neither party will be liable to the other, by reason of the
termination of this Agreement, (1) for incidental, consequential, punitive, or
special damages; (2) for indemnity or compensation in any form, except for
Product ordered and delivered; (3) for reimbursement or damages due to the loss
of prospective profits or anticipated sales; or due to expenditures,
investment, leases or commitments in connection with its business or goodwill.15.2. Limitation of Liability; Sole Remedy. Any liability of Manufacturer
under this Agreement is expressly limited to the price paid by Distributor for
Product that is the subject of a dispute or controversy. Except as otherwise
provided in Section 8 above, Distributor's sole remedy against Manufacturer in
any dispute or controversy concerning this Agreement will be to seek recovery of
the foregoing amount, upon the payment of which Manufacturer will be released
from and discharged of all further obligations and liability to Distributor. IN
NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, EXEMPLARY,
CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION,
LOSS OF ANTICIPATED PROFITS OR ECONOMIC LOSS, EVEN IF THE OTHER PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
15.3. Indemnity. Except as otherwise provided in Section 15.1 above,
Distributor agrees to indemnify and hold harmless Manufacturer as to and against
any and all demands, claims, actions or causes of action, losses, damages,
liabilities, costs and expenses, including, without limitation, judgments,
interest, penalties, settlement amounts, court costs and attorneys' fees and
expenses, asserted against, imposed upon or incurred by Manufacturer arising out
of or relating to (1) any misrepresentation, or any breach of warranty or
covenant, by Distributor under this Agreement; and (2) any actual or alleged act
or omission of Distributor related to its performance of its obligations
hereunder.
16. Warranties and Representations.
16.1. DISCLAIMER. THE FOLLOWING WARRANTIES FOR PRODUCT ARE IN LIEU OF ALL
CONDITIONS OR WARRANTIES EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT
LIMITATION, ANY IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE AND OF ANY OTHER CONDITION OR WARRANTY OBLIGATION ON
THE PART OF MANUFACTURER OR ITS LICENSORS, ANY AND ALL OF WHICH ARE HEREBY
EXPRESSLY DISCLAIMED.
16.2. Sole Remedy. Distributor's sole remedy and Manufacturer's liability,
whether with respect to this warranty or otherwise, are limited as set forth in
Sections 8 and 15.
16.3 Warranty. Manufacturer warrants to the Distributor that the hardware
systems included in Product, excluding items such as software, media and related
documentation, will be free from defects in materials and/or workmanship for
three (3) years from the date of shipment. This excludes portable computer
systems and external peripherals such as printers, scanners and non-Manufacturer
monitors that are covered for one (1) year. During the warranty period,
Manufacturer will correct any defects in material or workmanship, or any failure
of the hardware system to conform to specifications, at no charge for in-house
labor and materials. Shipping costs must be prepaid by Distributor. Any
replacement parts/products will be new or serviceably used, and are warranted
for the remainder of the original warranty period or thirty (30) days from the
date of shipment of the parts/products, whichever is longer. This warranty
period is not extended as a result of purchasing any additional parts/products
from Manufacturer. The Distributor must promptly notify Manufacturer in writing
if there is a defect in material or workmanship. Manufacturer must receive
written notice in all events before expiration of the warranty period. This
warranty is not transferable.16.4. Distributor Not to Make Representations. Distributor will make no
representation, guarantee or warranty on behalf of Manufacturer or its licensors
to any third party, including end-users.
16.5. End-User Warranty. Any warranty (and warranty service) to third
parties, including end-users, will be the responsibility of Distributor. Neither
Manufacturer nor Manufacturer's licensors will assume or become bound to perform
any warranty, support obligations or other contractual obligation of Distributor
to any customers of Distributor.
17. Business Standards.
17.1. Conflicts of Interest. Distributor confirms that it has revealed all
information pertaining to possible conflicts of interest created by sale of
competing products or services or arising from other positions or contracts held
by Distributor and represents that no conflict of interest exists. Distributor
will disclose to Manufacturer any future circumstances that could create
possible conflicts of interest as soon as Distributor knows them. Without
limiting the generality of the foregoing, Distributor will inform Manufacturer
of any business relationship, circumstance or situation that could prejudice in
any way the conduct of Manufacturer marketing activities according to the
highest ethical and business standards or place Distributor or Manufacturer in
any kind of disreputable or embarrassing situation.
17.2. Ethical Standards. Directors, officers or employees of Distributor
will not, directly or indirectly, offer, promise or pay any bribes or other
improper payments for the purposes of promoting and/or selling Product to any
individual, corporation, government official or agency or other entity. No gift,
benefit or contribution in any way related to Manufacturer or the promotion
and/or sale of Product will be made to political or public officials or
candidates for public office or to political organizations, regardless of
whether such contributions are permitted by local laws.
18. Force Majeure.
18.1. Notice to Distributor. Should Manufacturer be delayed or rendered
unable to perform its obligations, wholly or in part, by an event of force
majeure, it will give the Distributor notice of such event and performance will
be suspended while the effects of the force majeure event are continuing.
Manufacturer will diligently seek to overcome such event of force majeure.
18.2. Suspended Performance of Manufacturer. Manufacturer will not be
responsible for any delay or failure to perform due to an event of force
majeure. Such events of force majeure will include, by way of example, but not
limitation, the following:
(a) Fire, explosion, frost, earthquake, storm, lightning, tide,
tidal wave, floods, perils of the sea and acts of God; (b) War, revolution, acts of public enemies or of belligerence,
sabotage, blockade, transportation embargoes, insurrection and riot;
(c) Labor disputes, strikes, labor shortages and other labor
problems at Manufacturer or Manufacturer's major suppliers of parts and
components and sub-assemblies; (d) Shortage of or an inability of Manufacturer or Manufacturer's
suppliers to obtain raw materials, production equipment, and machinery, sub-
assemblies, parts and components; (e) Expropriation, requisition, confiscation and interference by,
and restrictions and onerous regulation imposed by, civil or military
authorities; (f) Other acts of government or agencies of government, including
denials or onerous restrictions on export licenses or re-export authorizations; and
(g) Other causes or events, whether similar or dissimilar to those
above, beyond Manufacturer's control.
18.3. Distributor Acknowledgement. Distributor acknowledges and
understands that the computer industry, including Manufacturer and its
suppliers, is subject to frequent changes or enhancements in products and their
sub-assemblies, parts and components. Distributor acknowledges that Manufacturer
will be entitled to claim force majeure as a result of any such change,
enhancement or similar occurrence, whether it affects Manufacturer directly or
indirectly through its suppliers.
18.4. Suspended Performance of Distributor. An applicable event of force
majeure will similarly excuse Distributor's obligation to take Product ordered
by Distributor, except that Distributor will not be excused by force majeure
with respect to orders in transit or specially fabricated items or uniquely
configured Product that is not readily saleable to other buyers.
19. Government Approvals and Other Legal Restrictions. This Agreement is subject
to the condition precedent that all necessary approvals by governmental
authorities, including exchange control and fair trade authorities, will be
obtained. Distributor will promptly take such action as may be necessary to
obtain such approvals. Distributor will consult with Manufacturer as to the form
and substance of any filings notifications or reports. Distributor represents
and warrants that it has fully informed Manufacturer in writing of any
provisions of the law of the Territory that would render any rights provided to
Manufacturer under this Agreement invalid or unenforceable, render any
limitations of liability under this Agreement ineffective, treat Distributor as
an agent or employee of Manufacturer and not as an independent contractor, grant
Distributor any exclusive rights not granted by this Agreement, make the choice
of law in this Agreement ineffective or otherwise be inconsistent with any of
the terms of this Agreement, and that no such legal impediment exists.
Distributor further agrees that it will notify Manufacturer of any such legal
impediment, if any arises, not previously disclosed to Manufacturer. Upon any
such notification, Manufacturer may terminate this Agreement pursuant to Section
11.2 above. Failure of Distributor to provide any such notice will constitute a
material breach of this Agreement.
20. General Provisions.
20.1. Arm's Length Relationship of Parties. The relationship between
Manufacturer and Distributor under this Agreement is that of seller and buyer
with the right to resell. Distributor is not entitled to receive commissions
from Manufacturer, but is authorized to resell Product in its own name.
Distributor is an INDEPENDENT CONTRACTOR and is in no way Manufacturer's legal
representative or agent. Distributor, its subdistributors, resellers, agents,
employees and dealers, under no circumstances will be deemed to be agents or
representatives of Manufacturer, nor will Distributor, its subdistributors,
resellers, agents, employees and dealers, have the right to enter into any
contracts or commitments in the name of Manufacturer or otherwise to bind or
commit Manufacturer. Distributor has no authority to assume or create any
obligation on Manufacturer's behalf, express or implied, with respect to Product
or otherwise.20.2. Governing Language. This Agreement is in the English language only,
which will be controlling in all respects. No translation, if any, of this
Agreement into any other language will be of any force or effect in the
interpretation of this Agreement or in a determination of the intent of either
party hereto.
20.3 Severability. If any provision of this Agreement will be declared
void, invalid or illegal, the validity or legality of any other provisions and
of the entire Agreement will not be affected thereby. However, the parties agree
that if any such provision will be declared void, invalid or illegal, the
parties will, in good faith, negotiate mutually acceptable substitute
provisions.
20.4. Notices. Any notice, request, consent or other communication
required or permitted under this Agreement will be in writing and will be deemed
to have been duly given when received if personally delivered; within five (5)
days after being sent by registered or certified mail, return receipt requested,
postage prepaid, to the parties (and to the persons to whom copies must be sent
as provided herein); or when a confirmation of proper transmission has been
printed if sent by fax or telegram (but only if followed up by prompt
confirmation by personal delivery or mail in accordance with the foregoing
clauses), at the respective addresses of the parties set forth below:
If to Manufacturer: If to Distributor:______________________ ____________________
With copy to: With copy to:______________________ ____________________
20.5. Assignability. This Agreement will not be assigned or transferred by
Distributor without the prior written consent of Manufacturer. Any attempted
assignment or transfer by Distributor, without such prior written consent, of
any of Distributor's rights, duties or obligations under this Agreement will be
void and of no effect. If consent is given, this Agreement will be binding upon
and inure to the benefit of the assigns. Manufacturer reserves the right to
assign this Agreement to an affiliate of Manufacturer upon written notice to
Distributor.
20.6. Governing Law and Forum for Disputes.
(a) The rights and obligations of the parties under this Agreement
will be interpreted solely in accordance with the internal law of [INSERT
COUNTRY OF CONTRACT ORIGIN], and the provisions of the 1980 United Nations
Convention on Contracts for the International Sale of Goods will expressly be
excluded and not apply. The place of the making and execution of this Agreement
is [INSERT COUNTRY OF CONTRACT ORIGIN]. Distributor hereby waives any rights
that it might otherwise have to assert any rights or defenses under the law of
the Territory or to require that litigation brought by or against it in
connection with this Agreement be conducted in the courts or other forums of the
Territory.(b) Any dispute arising in connection with the construction,
operation or enforcement of the provisions of this Agreement or the application
or validity of it will be resolved by arbitration under the Rules of
Conciliation and Arbitration of the International Chamber of Commerce. The
arbitration will be held in [INSERT PLACE FOR ARBITRATION] before a sole
arbitrator, and the proceedings will be conducted in the English language. Any
award rendered in any such arbitration proceeding will be final and binding on
each of the parties, and judgment may be entered thereon in a court of competent
jurisdiction.
20.7. No Waiver. Any failure of either party to enforce at any time, or
for any period of time, any provision of this Agreement, will not constitute a
waiver of such provision or in any way affect the validity of this Agreement.
20.8. Complete Agreement. This Agreement, together with the Exhibits
listed in Section 20.9 below, sets forth the entire Agreement between the
parties with respect to the subject matter hereof and supersedes all previous
communications, representations or agreements, whether oral or written, with
respect to the subject matter hereof. No addition to or modification of this
Agreement will be binding upon either party unless reduced to writing and duly
executed by the parties hereto in the same manner as the execution of this
Agreement; subject, however, to revisions of Exhibits A, D, E, G and H, which
Manufacturer may revise at any time under Section 20.9 below.
20.9. Exhibits. (a) The following are presently attached hereto and incorporated
herein by this reference:
¥ Exhibit A Manufacturer's InternationalDistribution Product List
¥ Exhibit B Minimum Purchase Quantity and Performance Criteria
¥ Exhibit C Distributor Training Criteria
¥ Exhibit D Manufacturer International Purchase Order Forms
¥ Exhibit E Trademarks
¥ Exhibit F Subdistributors, Resellers and Agents
¥ Exhibit G Manufacturer Spare Parts
¥ Exhibit H Product Warranties
(b) Manufacturer has the right, in its sole discretion, to
unilaterally amend in writing Exhibits A, D, E, G and H.
IN WITNESS WHEREOF, the duly authorized officers of the respective parties have
executed this Agreement as of the dates first written above.
MANUFACTURER:
Signed:___________________
Printed name:_____________
Title:____________________
Date:_____________________
DISTRIBUTOR:
Signed:___________________
Printed name:______________
Title:_____________________
Date:______________________ EXHIBIT A
MANUFACTURER'S INTERNATIONAL DISTRIBUTION PRODUCT LIST
[Manufacturer supplies information]
____________________________________________________ EXHIBIT B
MINIMUM PURCHASE QUANTITY AND PERFORMANCE CRITERIA
[Manufacturer supplies information]
____________________________________________________ EXHIBIT C
DISTRIBUTOR TRAINING CRITERIA
(Manufacturer supplies information]
EXHIBIT D-1
PRELIMINARY PURCHASE ORDER
PRELIMINARY PURCHASE ORDER
Purchase Order Number _________
Date_______
[DISTRIBUTOR]
[DISTRIBUTOR ADDRESS]
TO: [MANUFACTURER]
[MANUFACTURER CONTRACT PERSON]
[MANUFACTURER ADDRESS]
SHIP TO: [DISTRIBUTOR]
[DISTRIBUTOR ADDRESS]
Quantity Item Number Item Description Unit Price Total
________ ___________ ________________ _______________APPROVAL Purchasing Agent
IMPORTANT! The only terms and conditions applicable to this purchase order are
those terms and conditions contained in the International Distributor Agreement
between [MANUFACTURER] and [DISTRIBUTOR].
EXHIBIT D-2
FINAL PURCHASE ORDER
FINAL PURCHASE ORDER
Purchase Order Number _________
Date_______
[DISTRIBUTOR]
[DISTRIBUTOR ADDRESS]
TO: [MANUFACTURER]
[MANUFACTURER CONTRACT PERSON]
[MANUFACTURER ADDRESS]
SHIP TO: [DISTRIBUTOR]
[DISTRIBUTOR ADDRESS]
Quantity Item Number Item Description Unit Price Total
________ ___________ ________________ _______________APPROVAL Purchasing Agent
IMPORTANT! The only terms and conditions applicable to this purchase order are
those terms and conditions contained in the International Distributor Agreement
between [MANUFACTURER] and [DISTRIBUTOR]. EXHIBIT E
TRADEMARKS
[Manufacturer supplies information]
____________________________________________________ EXHIBIT F
SUBDISTRIBUTORS, RESELLERS AND AGENTS
[Distributor supplies information]
____________________________________________________ EXHIBIT G
SPARE PARTS
[Manufacturer supplies information] EXHIBIT H
PRODUCT WARRANTIES
[Manufacturer supplies information]
