Distributor Agreement: THIS AGREEMENT Is Made The 2010 Between

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Distributor Agreement

DISTRIBUTOR AGREEMENT

THIS AGREEMENT is made the ………………………………………2010

BETWEEN:-

1. …………………………………………. a private limited company by Shares and registered in


………………………………………………………………………………………………..(‘the manufacturer’)

AND

2. …………………………………………………………private company registered in


…………………………………………………………………………… (‘the Distributor’)

WHERE AS

(A) The Manufacturer is the manufacturer of ……………………………………………………...


(B) The Distributor has experience ……………………………………………………………………….
(C) Subject to satisfying all conditions the Manufacturer wishes to appoint the Distributor
as its Exclusive Distributor in the Territory.

NOW IT HEREBY AGREED

1. DEFINITIONS/INTERPRETATION

1.1 In this Agreement the following words and expressions shall have the following
meanings (unless the context does not permit):-
Effective Date means the……………………(date commence)

Force Majeure means, in relation to either party, any circumstances beyond


the reasonable control of that party (including, without
limitation, any strike, lock-out or other form of industrial action)

Intellectual Property means any patent, copyright, registered design, trade mark or
other industrial or intellectual property right subsisting
anywhere in the world in respect of the Products, and
applications for any of the foregoing

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Distributor Agreement

Invoice Value means the sums invoiced by the Manufacturer to the


Distributor in respect of any Products, less any value added tax
(or other taxes, duties or levies) and any amounts for transport
or insurance included in the Invoice.

Products means, subject as provided in clause 3.2, such of the products


as are at the date of this Agreement in the range of products
manufactured by or for the Manufacturer and such other
products as may from time to time be agreed in writing by the
parties.

Restricted Information means any information (including, for the avoidance of doubt
and without limitation information regarding Intellectual
Property) disclosed by either party to the other or its advisers
pursuant to in contemplation of or in connection with this
Agreement (whether orally or in writing, and whether or not
such information is expressly stated to be confidential or
marked as such)

Terms of this agreement means the period set out in clause 11.1

Territory means ………………………………

Trade Marks means


(a) the trade marks registered in the name of the Manufacturer
of which particulars are given in Schedule 2; and

(b) such other trademarks as are used by the Manufacturer on


or in relation to the Products at any time during this
Agreement.

1.2 All references to a statutory provision shall be construed as including reference to any
statutory modification, consolidation or re-enactment (whether before or after today's
date) for the time being in force and:-

1.2.1 all statutory instruments or orders made pursuant to it;

1.2.2 all statutory provisions of which it is a consolidation, re-enactment or


modification.

1.3 Except where the context otherwise requires, words denoting the singular include the

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Distributor Agreement

plural and vice versa; words denoting the masculine include the feminine and vice
versa; words denoting persons include firms and corporations and vice versa.

1.4 Unless otherwise stated, a reference to a clause, sub-clause or Schedule is a reference


to a clause or sub-clause of, or a Schedule to, this Agreement;

1.5 Clause headings are included for ease of reference only and are not intended to be a
part of or to affect the construction or interpretation of this Agreement.

1.6 References in this Agreement to the Manufacturer shall be deemed to be, as the
context requires, to Eco Equipments Inc. in relation to the products.

2. APPOINTMENT OF DISTRIBUTOR

2.1 The appointment of the Distributor under clause 2.2 of this Agreement shall not come
into force until the day after the day on which the Distributor has received official Letter
of Appointment as an Exclusive Distributor in the Territory.

2.2 Subject to clause 2.1 the Manufacturer hereby appoints the Distributor as the exclusive
distributor for the resale of the Products in the Territory, and the Distributor agrees to
act in that capacity, subject to the terms and conditions of this Agreement.

2.3 The Distributor shall be entitled to describe itself as the Manufacturer's 'Authorised
Distributor' for the Products, but shall not hold itself out as the Manufacturer's agent
for sales of the Products or as being entitled to bind the Manufacturer in any way.

2.4 The Manufacturer shall not appoint any other person, firm or company in the Territory
as distributor or agent for the Products in the Territory but nothing in this agreement
shall entitle the Distributor to any right or remedy against the Manufacturer if such sales
take place.

2.5 The Distributor shall not:-


2.5.1 obtain the Products (or any goods which compete with the Products) for resale
from any person, firm or company other than the Manufacturer;

2.5.2 be concerned or interested, either directly or indirectly, in the manufacture or


distribution in the Territory of any goods which compete with the Products;

2.5.3 seek customers, establish any branch or maintain any distribution depot for the
Product in any country which is outside the Territory;

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Distributor Agreement

2.5.4 sell the Products to any customer in any country which is:-
(a) outside the Territory;
(b) within the Territory if to the knowledge of the Distributor that the
customer intends to resell the Products in any country which is outside
the Territory;

3. SUPPLY OF THE PRODUCTS

3.1 Subject as provided in clause 3.2, the Manufacturer shall use its best endeavours to
supply the Products to the Distributor in accordance with the Distributor's orders.

3.2 The Manufacturer shall not be under any obligation to continue the manufacture of all
or any of the Products, and shall be entitled to make such alterations to the
specifications of the Products as it may think fit.

3.3 Each order for the Products shall constitute a separate contract, and any default by the
Manufacturer in relation to anyone order shall not entitle the Distributor to treat this
Agreement as terminated.

3.4 . The Distributor shall, in respect of each order for the Products to be supplied
hereunder, be responsible for:-
3.4.1 ensuring the accuracy of the order;

3.4.2 providing the Manufacturer with any information which is necessary in order to
enable the Manufacturer to fulfill the order and to comply with all labelling,
marketing and other applicable legal requirements in the Territory; and

3.4.3 obtaining any necessary import licenses, certificates of origin or other requisite
documents, and paying all applicable customs, duties and taxes in respect of the
importation of the Products into the Territory and their resale in the Territory.

3.5 Upon receipt and confirmation of each order the Manufacturer shall as soon as is
practicable inform the Distributor of the Manufacturer's estimated delivery date for the
consignment. The Manufacturer shall use all reasonable endeavors to meet the delivery
date, but time of delivery shall not be of the essence and accordingly the Manufacturer
shall have no liability to the Distributor if, notwithstanding such endeavors, there is any
delay in delivery.

3.6 No Products shall be delivered to the Distributor or its carrier nor shall the title to any
consignment of the Products pass to the Distributor until the Manufacturer has received
payment in full of the price therefore.

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Distributor Agreement

3.7 Risk of loss of or damage to any consignment of the Products shall pass to the
Distributor from the time the Manufacturer notifies the Distributor that the Products
are available for collection or from the time of delivery to the carrier at the
Manufacturer's premises, whichever is earlier.

3.8 The standard conditions of sale of the Manufacturer from time to time shall apply to all
sales of the Products to the Distributor pursuant to this Agreement, except to the extent
that any of the same is inconsistent with any of the provisions of this Agreement, in
which case the latter shall prevail. The Manufacturer shall give to the Distributor notice
in writing of any change in such standard conditions of sale not less than one month
prior to such change taking effect for the purposes of this Agreement.

4. PAYMENT FOR THE PRODUCTS

4.1 All Products to be supplied by the Manufacturer pursuant to this Agreement shall be
sold on an ex works basis, and accordingly the Distributor shall, in addition to the price,
be liable for arranging and paying all costs of transport and insurance.

4.2 Where the Manufacturer agrees to arrange for transport and insurance as agent for
the Distributor, the Distributor shall reimburse to the Manufacturer the full costs
thereof and all the applicable provisions of this Agreement shall apply with respect to
the payment of such costs as they apply to payment of the price of the Products.

4.3 The prices for all Products to be supplied hereunder shall be the Manufacturer's then
current price list from time to time in force and a notified in writing to the Distributor
less a percentage notified to the Distributor by the Manufacturer.

4.4 The price for each order for Products shall be invoiced for payment when the
Manufacturer notifies the Distributor that the Products are available for delivery. The
invoice must be paid in full in accordance with clause 4.6 before the Products are
dispatched.

4.5 All prices for the Products are exclusive of any applicable value added or any other sales
tax, for which the Distributor shall be additionally liable.

4.6 All payments shall be made by the Distributor either:-


4.6.1 in US Dollars by transfer to such bank account as the Manufacturer may from
time to time notify in writing to the Distributor; or
4.6.2 by International Money Order.

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Distributor Agreement

5. MARKETING OF THE PRODUCTS

5.1 The Distributor shall use its best endeavors to promote the sale of the Products
throughout the Territory and, subject to compliance by the Manufacturer of its
obligations under clause 3.1, to satisfy market demand therefore.

5.2 The Distributor shall be entitled, subject as provided in this Agreement, to promote and
market the Products in the Territory in such manner as it may think fit, and in particular
shall be entitled to resell the Products to its customers at such prices as it may
determine.

5.3 The Distributor shall maintain such stocks of the Products as may be necessary to meet
its customers' needs.

5.4 In connection with the promotion and marketing of the Products the Distributor shall:-

5.4.1 make clear, in all dealings with customers, prospective customers and any other
person, that it is acting as distributor of the Products and not as agent of the
Manufacturer and not pledge the credit of the Manufacturer in any way;

5.4.2 comply with all legal requirements from time to time in force relating to the
storage and sale of the Products;

5.4.3 provide the Manufacturer on a monthly basis with a report, in such form
as the Manufacturer may reasonably require;

5.4.4 from time to time consult with the Manufacturer's representatives for the
purpose of assessing the state of the market in the Territory and permit them to
inspect any premises or documents used by the Distributor in connection with
the sale of the Products;

5.4.5 at its own expense translate and arrange for the re-printing of all necessary sales
aids, including (without limiting the foregoing) catalogues, sales brochures and
sales manuals, as relate to the Products into the language appropriate for the
Territory;
5.4.6 at the request of the Manufacturer provide to it copies of such sales aids;

5.4.7 maintain an active and, subject to implementation of clause 6.2, suitably trained
sales force;

5.4.8 provide an after sales service for customers in relation to the Products to the

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Distributor Agreement

Manufacturer's reasonable satisfaction.

6. SUPPORT AND TRAINING

6.1 The Manufacturer shall from time to time provide the Distributor with such samples,
catalogues, brochures and up to date information concerning the Products as the
Manufacturer may consider appropriate or as the Distributor may reasonably require in
order to assist the Distributor with the sale of the Products and the Manufacturer shall
endeavour to answer as soon as practicable any technical enquiries concerning the
Products which are made by the Distributor or its customers.

6.2 During the Term of this Agreement the Distributor shall be entitled to send to the
Manufacturer's premises (at such time as may be agreed and for a period not exceeding
10 working days) up to six suitably qualified employees of the Distributor for training by
the Manufacturer in matters relating to the Products and their marketing.

6.3 The services to be provided by the Manufacturer pursuant to clause 6.1 and 6.2 shall be
free of charge, but the Distributor shall remain liable for all salaries and other
employment costs of, and all travelling, accommodation and other expenses incurred by
the employees of the Distributor who are sent to the Manufacturer's premises.

6.4 Any documentation provided by the Manufacturer to the employees trained pursuant
to clause 6.2 shall be and remains the property of the Manufacturer and shall be
Restricted Information for the purposes of clause 8 and shall be returned to the
Manufacturer on the termination of this Agreement pursuant to clause 12.1.

6.5 In any case where employees of either party visit the premises of the other for the
purposes of this Agreement, the first mentioned party shall:-

6.4.1 procure that each such employee complies with all security, safety and other
regulations which apply to or are in force at the other party's premises; and

6.4.2 indemnify the other party against any direct damage to property of the other
party which is caused by any act or omission of any such employee at the other
party's premises.

7. INTELLECTUAL PROPERTY

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Distributor Agreement

7.1 The Manufacturer hereby authorize the Distributor to use the Trade Marks in the
Territory on or in relation to the Products for the purposes only of exercising its rights
and performing its obligations under this Agreement and, during the Term of this
Agreement, the Manufacturer shall not so authorize any other person, firm or company.

7.2 The Distributor shall ensure that each reference to and use of any of the Trade Marks by
the Distributor is in a manner from time to time approved by the Manufacturer and
accompanied by an acknowledgement, in a form approved by the Manufacturer, that
the same is a trade mark (or registered trade mark) of the Manufacturer.

7.3 The Distributor shall not:-


7.3.1 make any modifications to the Products or their packaging without the written
agreement of the Manufacturer;

7.3.2 alter, remove or tamper with any Trade Marks, numbers, or other means of
identification used on or in relation to the Products;

7.3.3 use any of the Trade Marks in any way which might prejudice their
distinctiveness or validity or the goodwill of the Manufacturer therein;

7.3.4 use in relation to the Products any trade marks other than the Trade Marks
without obtaining the prior written consent of the Manufacturer; or

7.3.5 use in the Territory any trade marks or trade names so resembling any trade
mark or trade names of the Manufacturer as to be likely to cause confusion or
deception.

7.4 Except as provided in clause 7.1 the Distributor shall have no rights in respect of any
trade names or Trade Marks used by the Manufacturer in relation to the Products or of
the goodwill associated therewith, and the Distributor hereby acknowledges that,
except as expressly provided in this Agreement, it shall not acquire any rights in respect
thereof and that all such rights and goodwill are, and shall remain, vested in the
Manufacturer.

7.5 The Distributor shall, at the expense of the Manufacturer, take all such steps as the
Manufacturer may reasonably require to assist the Manufacturer in maintaining the
validity and enforceability of the Intellectual Property of the Manufacturer during the
Term of this Agreement.

7.6 The Distributor shall at the request of the Manufacturer execute such registered user
agreements or licences in respect of the use of the Trade Marks in the Territory as the
Manufacturer may reasonably require, provided that th provisions thereof shall not be
more onerous or restrictive than the provisions of this Agreement.

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Distributor Agreement

7.7 Without prejudice to the right of the Distributor or any third party to challenge the
validity of any Intellectual Property of the Manufacturer, the Distributor shall not do or
authorise any third party to do any act which would or might invalidate or be
inconsistent with any Intellectual Property of the Manufacturer and shall not omit or
authorise any third party to omit to do any act which, by its omission, would have that
effect or character.

7.8 The Distributor shall promptly and fully notify the Manufacturer of any actual,
threatened or suspected infringement in the Territory of any Intellectual Property of the
Manufacturer which comes to the Distributor's notice, and of any claim by any third
party so coming to its notice that the importation of the Products into the Territory, or
their resale therein, infringes any rights of any other person, and the Distributor shall at
the request and expense of the Manufacturer do all such things as may be reasonably
required to assist the Manufacturer in taking or resisting any proceedings in relation to
any such infringement or claim.

8. CONFIDENTIALITY

8.1 Except as provided by clause 8.2 and 8.3, the Distributor shall at all times during the
continuance of this Agreement and after its termination:-

8.1.1 use its best endeavours to keep all Restricted Information confidential and
accordingly not to disclose any Restricted Information to any other person; and

8.1.2 not use any Restricted Information for any purpose other than the performance
of the obligations under this Agreement.

8.2 Any Restricted Information may be disclosed by the Distributor to:


8.2.1 any customers or prospective customers;
8.2.2 any governmental or other authority or regulatory body; or

8.2.3 any employees of the Distributor or of any of the aforementioned persons, to


such extent only as is necessary for the purposes contemplated by this
Agreement, or as is required by law and subject in each case to the Distributor
using its best endeavors to ensure that the person in question keeps the same
confidential and does not use the same except for the purposes for which the
disclosure is made.

8.3 Any Restricted Information may be used by the Distributor for any purpose, or disclosed
by the Distributor to any other person, to the extent only that.-

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Distributor Agreement

8.3.1 it is at the date hereof, or hereafter becomes, public knowledge through no fault
of the Distributor (provided that in doing so the Distributor shall not disclose any
Restricted Information which is not public knowledge); or

8.3.2 it can be shown by the Distributor, to the reasonable satisfaction of the


Manufacturer, to have been known to it prior to its being disclosed by the
Manufacturer to the Distributor.

9. WARRANTIES AND LIABILITY

9.1 Subject as herein provided the Manufacturer warrants to the Distributor that all
Products supplied hereunder will on delivery and for a period of 1 year from their being
sold by the Distributor be free from defects in materials and production.

9.2 In the event of any breach of the Manufacturer's warranty in clause 9.1 for whatever
reason, the Manufacturer's liability shall be limited to compliance with its obligations
under clause 9.7.

9.3 The Manufacturer does not sell the Products subject to any condition or warranty other
than as provided in clause 9.1 express, implied or statutory in connection with the
fitness for any purpose of the Products and any conditions and warranties are hereby
expressly excluded insofar as permitted by statute ( save for Manufacturer’s liability for
death and personal injury caused by the negligence of the Manufacturer, its employees
or agents) the Manufacturer will not be responsible for any liability, claim, loss, damage
or expense of any kind or nature caused directly or indirectly by the Products or their
use.

9.4 The Distributor shall be solely responsible for and hold the Manufacturer fully
indemnified against all claims, demands, liabilities, losses, damages, proceedings, costs
and expenses which may be brought against or incurred by the Manufacturer as a result
of any event involving the Products (other than death or personal injury resulting from
the negligence of the Manufacturer, its employees or agents) arising from the breach by
the Manufacturer of its warranty in clause 9.1 as a result of any breach or default on
the part of the Distributor in the discharge of its obligations under this Agreement.

9.5 The Distributor will (and shall procure that any sub-distributor shall) when selling the
Products to any person ensure that it gives a warranty in the terms of clauses 9.1 to 9.4
such that references to the Manufacturer shall be replaced by references to the
Distributor and references to the Distributor by references to the purchaser.

9.6 For the avoidance of doubt the Distributor is not authorized to, nor shall it, give any
warranty to any purchaser in the name of the Manufacturer.

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Distributor Agreement

9.7 In the event of any breach of the Manufacturer's warranty in clause 9.1 for whatever
reason, the Distributor may either:-

9.7.1 repair the Products concerned in which case the Manufacturer will provide all
necessary spare parts and reimburse the Distributor for its time at the warranty
service rate agreed from time to time; or

9.7.2 return the Products concerned to the Manufacturer which will either replace or
repair them free of charge and return them at its own cost.

9.8 If goods are returned to the Manufacturer but the defect is found not to be caused by a
breach of the Manufacturer's warranty the Distributor will pay for the necessary spare
parts at the discounted rate and will reimburse the Manufacturer for its time at the
warranty service rate agreed from time to time and for the shipping and packaging
costs.

10. FORCE MAJEURE

10.1 Either party affected by Force Majeure shall forthwith notify the other party of the
nature and extent thereof.

10.2 Either party shall be deemed to be in breach of this Agreement or otherwise be


liable to the other by reason of any delay in performance, or non-performance, of any
of its obligations hereunder to the extent that such delay or non-performance is due to
any Force Majeure of which it has notified the other party; and the time for
performance of that obligation shall be extended accordingly.

10.3 If the Force Majeure in question prevails for a continuous period in excess of 6 months,
the parties shall enter into bona fide discussions with a view to alleviating its effects, or
to agreeing upon such alternative arrangements as may be fair and reasonable.

11. DURATION AND TERMINATION

11.1 This Agreement shall come into force on the Effective Date and, subject as provided in
clauses 11.2 and 11.3, shall continue in force for a period of 3 years and shall
immediately terminate on the expiry of the third year unless mutually agreed by the
parties.

11.2 The Manufacturer shall be entitled to terminate this Agreement by giving not less than
30 days' written notice to the Distributor if:-

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Distributor Agreement

11.2.1 there is at any time a material change in the management, ownership or control
of the Distributor; or

11.2.2 the Distributor at any time challenges the validity of any Intellectual Property of
the Manufacturer.

11.3 Either party shall be entitled forthwith to terminate this Agreement by written notice to
the other if:-

11.3.1 that other party commits any breach of any of the provisions of this Agreement
and, in the case of a breach capable of remedy, fails to remedy the same within
30 days after receipt of a written notice giving full particular of the breach and
requiring it to be remedied;

11.3.2 an encumbrancer takes possession or a receiver is appointed over any of the


property or assets of that other party;

11.3.3 that other party makes any voluntary arrangement with its creditors or becomes
subject to an administration order;

11.3.4 that other party goes into liquidation (except for the purposes of amalgamation
or reconstruction and in such manner that the company resulting there from
effectively agrees to be bound by or assume the obligations imposed on that
other party under this Agreement);

11.3.5 anything analogous to any of the foregoing under the law of any jurisdiction
occurs in relation to that other party; or
11.3.6 that other party ceases, or threatens to cease, to carryon business.

11.4 For the purposes of clause 11.3.1, a breach shall be considered capable of remedy if the
party in breach can comply with the provision in question in all respects other than as
to the time of performance (unless time of performance of the provision in question is
of the essence).

11.5 Any waiver by either party of a breach of any provision of this Agreement shall not be
considered as a waiver of any subsequent breach of the same or any other provision
thereof.

11.6 The rights to terminate this Agreement given by this clause shall be without prejudice to
any other right or remedy of either party in respect of the breach concerned (if any) or
any other breach.

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Distributor Agreement

11.7 In the event that one Manufacturer exercises its right to terminate this Agreement, such
termination shall act to terminate the Agreement as a whole in respect of both
Manufacturers. For the avoidance of doubt under no circumstances shall this
Agreement continue in respect of only one of the Manufacturers.

12. CONSEQUENCES OF TERMINATION


12.1 Upon the termination of this Agreement for any reason:-

12.1.1 the Distributor shall at its own expense within 30 days send to the Manufacturer
or otherwise dispose of in accordance with the directions of the Manufacturer
all samples of the Products and any advertising, promotional or sales material
relating to the Products then in the possession of the Distributor and any
documentation provided by the Manufacturer to any employees of the
Distributor trained under clause 6.2;

12.1.2 the Distributor shall cease to promote, market or advertise the Products or to
make any use of the Trade Marks other than for the purpose of selling stock in
respect of which the seller does not exercise its right of repurchase;

12.1.3 the Distributor shall at its own expense join with the Manufacturer in procuring
the cancellation of any registered user agreements entered into
pursuant to clause 7.6;

12.1.3 the provisions of clauses 8 and 9 shall continue in force in accordance with their
respective terms;

12.1.4 the Distributor shall have no claim against the Manufacturer for compensation
for loss of distribution rights, loss of goodwill or any similar loss; and

12.1.5 subject as otherwise provided herein and to any rights or obligations which have
accrued prior to termination, neither party shall have any further obligation to
the other under this Agreement.

12.2 The provisions of clause 2.5.2 shall continue to apply for a period of 1 year after the
date of termination.

13. NATURE OF AGREEMENT

13.1 The Manufacturer shall be entitled to perform any of the obligations undertaken by it

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Distributor Agreement

and to exercise any of the rights granted to it under this Agreement through any other
company which at the relevant time is its holding company or subsidiary (as defined by
Sec. 736 of the Companies Act 1985) or the subsidiary of any such holding company and
any act or omission of any such company shall for the purposes of this Agreement be
deemed to be the act or omission of the Manufacturer.

13.2 The Manufacturer may assign this Agreement and the rights and obligations
thereunder.

13.3 This Agreement is personal to the Distributor, which may not without the written
consent of the Manufacturer, assign, mortgage, charge (otherwise than by floating
charge) or dispose of any of its rights hereunder, or sub-contract or otherwise delegate
any of its obligations hereunder.

13.4 Subject as provided in clause 4.2, nothing in this Agreement shall create, or be deemed
to create, a partnership or the relationship of principal and agent or employer and
employee between the parties.

13.5 This Agreement contains the entire agreement between the parties with respect to the
subject matter hereof, supersedes all previous agreements and understandings
between the parties with respect thereto, and may not be modified except by an
instrument in writing signed by the duly authorized representatives of the parties.

13.6 Each party acknowledges that, in entering into this Agreement, it does not do so on the
basis of, and does not rely on, any representation, warranty or other provision except as
expressly provided herein, and all conditions, warranties or other terms implied by
statute or common law are hereby excluded to the fullest extent permitted by law.

13.7 If any provision of this Agreement is held by any court or other competent authority to
be void or unenforceable in whole or part, this Agreement shall continue to be valid as
to the other provisions thereof and the remainder of the affected provision.

14. GOVERNING LAW

14.1 This Agreement shall be governed by and construed in all respects in accordance with
the Laws of………………………. and the parties hereby submit to the non-exclusive
jurisdiction of the ……………………… Courts.

14.2 Any dispute or difference between the parties in connection with this Agreement shall
be referred to and determined by a sole arbitrator to be appointed by agreement

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Distributor Agreement

between the parties or in default of such agreement by the President for the time being
of the Chartered Institute of Arbitrators.

15. NOTICES AND SERVICE

15.1 Any notice or other information required or authorised by this Agreement to be given by
either party to the other may be given by hand or sent (by first class prepaid post, air
mail, telex, cable, facsimile transmission or comparable means of communications) to
either at the address given in this Agreement or any other address notified by one party
to the other in writing in accordance with this clause as an address to which notices or
other information may be sent.

15.2 Any notice or other information given by post pursuant to clause 15.1 which is not
returned to the sender as undelivered shall be deemed to have been given on the
second day after the envelope containing the same was so posted (or five days in the
case of air mail) and proof that the envelope containing any such notice or information
was properly addressed pre-paid registered posted and that it has not been so returned
to the sender shall be sufficient evidence that such notice or information has been duly
given.

15.3 Any notice or other information sent by telex, cable, facsimile transmission or
comparable means of communication shall be deemed to have been given on the date
of transmission provided that a confirming copy thereof is sent by first class pre-paid
post to the other party at the address referred to in clause 15.1 within 24
hours after transmission.

AS WITNESS the hands of the parties of their duly authorised representatives the day and year

first before written.

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Distributor Agreement

SCHEDULE 1
Products

SCHEDULE 2
Trade Marks

SIGNED by )
Duly authorised for and on behalf of )
……………………………….
in the presence of:-

SIGNED by )
Duly authorised for and on behalf of )
………………………………………………………..
in the presence of:-

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