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Exclusive Distribution Agreementtyhh
Exclusive Distribution Agreementtyhh
TOGETHER
On the one hand, the company Fitness Sport Colombia, domiciled in Medellín, calle 95 #
83 C – 25, Alejandro Delgado Sánchez, provided with his DNI nº 1000654039, intervenes
as its legal representative.
And on the other hand, the mercantile Gym store with address in Medellín, Calle 76 # 78 A
– 26., and C.I.F. nº 900787457-1 Ana Karina Bacca intervenes on her behalf and on her
behalf, provided with her DNI nº 457862345 as her legal representative.
MANIFEST
I. That the company "Gym Store", from now on "the Provider", with registered office in
Medellin, represented by Mr./Ms. Ana Karina Bacca grants the company "Fitness Sport
Colombia", from now on hereinafter "the Distributor", with registered office in Medellín,
represented by Mr. / Mrs. Alejandro Delgado Sánchez, the exclusive distribution in the
following territory: Metropolitan Area of Antioquia, hereinafter referred to as "the
territory", of the following products: Dumbbells, Russian weights, Olympic weights.
Hereinafter referred to as "the Products".
II. That both parties, recognizing the commercial nature of this distribution agreement, wish
to formalize it in accordance with the following,
STIPULATIONS
1. Object of the Contract.
The Distributor will buy and sell in his own name and on his own account, acting as an
independent agent with respect to both the supplier and the customer. It will promote the
sale of the Products in the territory, not being authorized to act on behalf of the Supplier, in
addition, it will safeguard the interests of the Supplier with the due diligence of a
responsible trader and will inform the Supplier of its attitude, as well as market conditions.
in the Territory.
2.1 The Distributor has the power to freely set the resale prices.
2.2 The distributor will sell the definitive Products under the brand name and/or with the
presentation established by the Supplier.
2.3 The sales between the Supplier and the Distributor will be regulated by the conditions
established in annex 1 of this contract.
The Distributor will acquire a minimum quantity of 800 units within 6 months. In case of
non-compliance, the Supplier may terminate the contract three months in advance by
registered letter.
4. Advertising
The Distributor will advertise the Products in the territory. Advertising costs will be borne
by the Distributor.
5. Prohibition of non-competition
The Distributor will not manufacture or distribute products that compete with the Products
that are the object of this contract, for a period of five years from the date of entry into
force of the same. During this period, the Distributor may not, directly or indirectly, operate
with competing products within or outside the Territory; this obligation also applies to
second-hand products.
However, if the Distributor wants to sell products of another manufacturer that do not
compete with those of the Supplier, or if, at the time of the conclusion of the contract, he is
already doing so, he will inform the Supplier accordingly. In no event shall these sales
prevent the fulfillment of his obligations to him, Supplier.
6. Trade secrets
The Distributor will not use or communicate to third parties, even after the termination of
the contract, technical knowledge that is not in the public domain, or commercial secrets
that he has come to know through the exercise of contractual activities.
The Distributor may, with the consent of the Supplier, hire sub-distributors or commercial
agents for the sale of the Products in the Territory. He will inform the Supplier about it.
The Distributor will keep the Supplier informed of the activities carried out by the sub-
distributors and agents in the Territory.
9. Vendor Marks
The Distributor shall have the right to use the trademarks, trade names or any other
distinctive of the Supplier solely for the purpose of identifying and advertising the Products
within the scope of the contract and in the interest of the Supplier.
The Distributor may not register any trademark, trade name or any other distinctive of the
Supplier (or similar to them) neither in the Territory nor in any other part.
At the time of termination of the contract, by anyof its causes, the right to use the
trademarks, commercial names or any other distinctive of the Provider will be extinguished.
10. Assistance against unfair competition and violation of industrial property rights.
The Distributor shall inform the Supplier of any act of unfair competition that affects it, and
of any violation of its industrial property rights that comes to its knowledge. The
Distributor, at its own expense, will render assistance that the Supplier reasonably requires.
The Distributor will maintain, at its own expense, a stock of Products, as well as a stock of
the corresponding spare parts. The warehouse will contain the minimum stock stipulated in
the Annex.
The supplier will collaborate with the Distributor, sending him all the documents,
prospectuses and any necessary information, which will remain the property of the supplier,
unless it is established in the contract that this documentation is to be sent to end customers.
The Supplier undertakes to deliver the minimum quantity established in section 3. If the
Supplier does not comply with this obligation, the Distributor will have the power to
terminate the contract three months in advance by registered letter.
15. Supplier's right to enter into contracts directly with customers.
The Supplier will not contract with another person or company the distribution or
representation of the Products in the Territory. However, it reserves the right to enter into
agreements directly with customers in the Territory. For each contract that the Supplier
concludes directly with customers residing in the Territory, the Distributor will receive a
commission in accordance with the provisions of the Annex.
16. Authorization or prohibition to sell outside the contractual territory to other distributors
of the Supplier.
The Supplier has the power to sell the Products to Customers outside the Territory, even if
they intend to export them to the Territory.
The Supplier will not deliver products in consignment, unless it has been expressly agreed
in Annex 1, in which case, the obligations incumbent on both Parties will be governed by
the provisions established in the aforementioned annex.
18. Discounts
On all Product purchases made by the Distributor, the Distributor shall be entitled to a 50%
discount on the Supplier's selling price.
To the extent that they are included in the amount of the invoice price, expenses arising
from assembly, start-up and other similar accessory services that essentially involve labor
costs will be deducted.
The Supplier will determine the commission to be received by the Distributor for each
quarter of the calendar year, specifying all the contracts that give rise to the right to said
commission. The settlement will be made, at the latest, at the end of the month following
the quarter.
24. Taxes
Value added tax payable in the applicable Distributor's country on your commission will be
payable by (specify)
The contract will have a duration of 1 year, extendable for 2 years unless the parties
establish otherwise. The contract may be terminated 3 months in advance by registered
letter, in no case may it be terminated before 01/01/2024
Without prejudice to the provisions of the contract on termination of the contract, it may be
resolved immediately by certified letter in the event of substantial breach of any of its
clauses.
The contract may also be terminated when the legal structure or ownership of one of the
Parties changes in such a way that it seriously affects the result that the other Party could
reasonably expect from the contract.
27. Return of documentation and advertising material
The Distributor will return to the Supplier all documentation and advertising material, as
well as all documentation provided for in paragraph 13 in the event of termination or
rescission of the contract.
The contract will regulate the liquidation of the stocks available to the Distributor in
accordance with sections 11 and 12, as well as the orders in progress, even after the
termination or rescission of the contract.
29. Compensation
No compensation may be claimed due to the termination of the contract, unless the claim is
based on a breach of the contract by one of the Parties.
The contract shall be governed by the law of the country in which the Provider has its
registered office.
The text written in the English language will attest to the original text.
Any conflict arising from this contract will be definitively resolved in accordance with the
Conciliation and Arbitration regulations of the International Chamber of Commerce by one
or more arbitrators appointed in accordance with said regulations.
(Another option) Any conflict that may arise in relation to this contract will be submitted to
the jurisdiction of the competent courts of the Provider's registered office. If the latter is the
plaintiff, he may file the claim before the courts of the Distributor's registered office.
Neither Party may assign the contract to a third party without the consent of the other Party.
The distributor shall have no right to take or retain the goods of the Supplier.
In proof of conformity, both parties sign this contract in duplicate and for a single purpose,
on the date and place indicated above.
Signature: Signature:
Alejandro Delgado Sánchez. Ana Karina Bacca
1000654039 457862345