SUPPLY AGREEMENT by and between BIC CELLO (INDIA) PRIVATE LTD & DAR WORTH LIMITED (FOR THE TERRITORY OF United Republic of Tanzania) Scanned with CamScannerSUPPLY AGREEMENT THIS SUPPLY AGREEMENT made on day of February, 2020 (the “Effective Date”) is by and between BIC Cello (India) Private Limited, a company incorporated under the Companies Act, 1956 having it Registered Office at Plot No 711/1,2,3,4 Somnath Road, Dabhel, Daman 396210, Dabhel, Daman - 396210 and corporate office at C-1/702, G-1/701, G-2/702, Lotus Corporate Park, 7th floor, Ram Mandir Lane, Off W.E.H., Goregaon (East), Mumbai — 400 063 (hereinafter referred to as “BIC-CELLO” or “The Company” or “The Seller’, which expression shall unless repugnant and to the subject or context mean and include its successors and assigns) of the ONE PART: AND DAR WORTH LIMITED, a Company incorporated in under the laws of United Republic of Tanzania and having its registered office at Darworth House, 4th Floor, Plot 22 Nyerere Road, Opposite Shoprite — Kamata, P.O.Box. 70339, Dar Es Salaam, Tanzania represented through its authorised signatory Mr. JOHN C.K (the ‘Purchaser’) which expression shall mean and include its successors and assigns of THE OTHER PART: (BIC-CELLO and Purchaser each individually referred to as a "Party", and collectively, as the Parties"). WHEREAS: (A) BIC-CELLO is the exclusive, worldwide manufacturer of ‘CELLO’ writing articles and stationery products. The Company is engaged in the business of manufacturing, sales, distribution and export of its Cello branded writing articles to over 60 countries all over the world and thereby has acquired tremendous repute and goodwill. (B) The Purchaser desires an authorised distributorship right to sell the Products in Outlets in the Territory. (C) _ BIC-CELLO would like to sell and the Purchaser would like to buy, the Products on the terms and conditions set out in this Agreement. (0) The Parties desire to enter into this agreement in relation to the sale and marketing of the Products by the Purchaser in the Territory as per the terms of the Agreement hereinafter appearing: NOW THIS AGREEMENT WITNESSETH AND IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS UNDER: 1 DEFINITIONS AND INTERPRETATION 14 Definitions Whenever used in this Agreement, the following terms shall have the following meanings respectively, unless otherwise specified: Affiliate means, in relation to a Party, any entity which directly or indirectly controls, or is directly or indirectly controlled by or under common control with, that Party. For the purposes of this definition, “contro!” means, in relation to a body corporate, the ability of a person, whether directly or indirectly through 2 Scanned with CamScannerone or more intermediaries, to ensure, by means of either: (a) owning directly oF indirectly fy percent (50%) or more of the outstanding voting securities of such body corporate; or (b) possessing, directly or indirectly, the power to direct or cause the direction of the management and the policies of such body corporate; li, Agreement means this Supply Agreement together with the Schedule attached hereto, and any variations or amendments as may be made to them from time to time in accordance with the terms of this Agreement; ii, Applicable Law means all laws, ordinances, statues, rules, codes, orders, decrees, regulations, municipal by-laws, judgements, decisions, rulings or awards of any governmental, administrative authority or agency, having jurisdiction over the relevant matter, Wv. Approved Currency means the currency in which the Fees must be paid, set out in Schedule A; V. Business Day means a day on which banks are generally open in the United Republic of Tanzania, for normal business; vi. Change of Control means: ~ that there has been a direct or indirect change of ownership of the Purchaser resulting overall in more than 50% (fifty per cent) of the total voting rights conferred by all shared in the Purchaser being held directly or indirectly by a person who did not hold more than 50% (fifty per cent) of the voting rights as at the Effective Date: or ~ a sale or other disposal of the whole or a substantial part of the business or assets of the Purchaser. Commercial Agency Law means any Applicable Laws in the Territory from time to time relating to commercial agencies, trade agencies or the like: Designated Port means any port in East Aftica or such port as may be mutually agreed between the Parties; ix. Effective Date means the date first hereinabove written; x. Fees means the fees which appear in a Purchase Order and which have been, or which are capable of being, calculated in accordance with the Price List; xi, Initial Term means the term specified in Schedule |; xi, Intellectual Property Rights means all patents, rights to inventions, Copyright, Trade Marks, rights in designs, rights in software, topography tights, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or Unregistered, and including all applications (or rights to apply) for, and Tenewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist now or inthe future in any part of the world, Xl. Loss means any loss, damage, payment, cost (including reasonable legal costs and expenses), expense, award, charge, fine andlor other liability (as the case may be) and Losses shall be construed accordingly: Scanned with CamScanner12 xiv. xvii xix. xxii Minimum Annual Target means those minimum annual performance target required to be satisfied by the Purchaser as set out more specifically in the Key Terms or any other document exchanged between the parties including email communication; Price List means the list of prices set by BIC-CELLO for the Territory, the current form of which is attached as Schedule Il, as may be amended by BIC- CELLO from time to time; Product means the products designated by BIC-CELLO, a non-exhaustive list of which are set out in Schedule Il, as amended by BIC-CELLO from time to time, which may be ordered by the Purchaser pursuant to this Agreement; Purchase Order means a document in the form specified by BIC-CELLO from time to time, to be submitted in accordance with Clause 4.1, which shall as a minimum detail the quantity of Products and the applicable Fees, and any other information reasonably requested by BIC-CELLO in order to fulfil the order; Renewal Term has the meaning ascribed to that term in Clause 3.2; Rules shall have the meaning ascribed to that term in Clause ‘Term means the Initial Term together with any subsequent Renewal Term; Territory means United Republic of Tanzania, Republic of Rwanda & Republic of Burundi; and Trade Marks means the trademarks, service marks, trade or corporate names, domain names, logos, slogans and commercial symbols which are owned otherwise authorised / licensed in favour of BIC CELLO and appear on the Products, packaging, product advertisement material , including the trademarks Cello, Butterfiow, Maxrter, Trimate (whether registered or not), as the same shall be amended by BIC-CELLO from time to time, and such other trade marks, service marks, trade names, logos, slogans and commercial symbols as BIC-CELLO may authorise in writing for use by the Purchaser from time to time, Interpretation In this Agreement, unless the context otherwise requires, references to: (a) (b) © @) @ a person include an individual, a body corporate, a partnership and an unincorporated association of persons that is recognised at law (whether or. not having separate legal personality and irrespective of their jurisdiction or origin, incorporation or residence); use of the singular includes the plural (and vice versa) and use of any gender includes the other genders; Clauses and Schedules / exhibits shall be references to the clauses in, and the schedules/ exhibits to, this Agreement; and a reference to an Item or Paragraph is to the relevant item or paragraph of the schedule / Exhibit in Which it appears; either Party, includes reference to its successors or assigns (immediate or otherwise); month, monthly, year and yearly and any other references to time shall be Scanned with CamScanner22 23 24 25 26 3.2 construed in accordance with the Gregorian calendar; (f)__ the headings in this Agreement do not affect its interpretation; and (9) _ the words "such as", "in particular” and “including”, or any similar expression, shall not limit the generality of any preceding words and are not to be construed as being limited where a wider construction is possible. GRANT OF RIGHTS BIC-CELLO hereby grants to the Purchaser and the Purchaser hereby accepts from BIC-CELLO the right to market and sell the Products in the Territory, upon and subject to the terms and conditions set forth in this Agreement. The Purchaser shall not: (@) sell or distribute the Products to, nor solicit business from, any customer outside the Territory; (b) sell or distribute the Products to any customer which it has reason to believe will export the Products outside the Territory; (c) purchase the Products from any person other than BIC-CELLO; or (d) establish or maintain a branch, warehouse or distribution facility for the Products outside of the Territory. If the Purchaser becomes aware that any person to whom the Purchaser supplies the Products is marketing or selling, or is planning to market or sell, the Products outside the Territory, the Purchaser shall immediately notify BIC-CELLO and shall cease forthwith to supply such person the Products. ‘The Purchaser shall procure that all enquiries with respect to, and any orders for, the Products received, directly or indirectly, by the Purchaser from outside the Territory shall be referred to BIC-CELLO without undue delay. The Purchase agrees not to deal with any competing Products. A list of BIC- CELLO competitors is enclosed as Schedule II and the Purchaser undertakes not to engage with, purchase, distribute, market, offer for sale or sell, directly or indirectly, any of the products of the said compstitors. During the term of this Agreement, the Purchases undertakes not to: () Obtain product from any third party, without prior written approval of BIC-CELLO; (i) Be involved directly or indirectly in the manufacture, sale or the distribution of any products likely to compete with any of the Products; (il) Advertise or make offers of Products outside the Territory, or any customer in the Territory which he knows will resell Product outside the Territory. TERM This Agreement shall come into effect on the Effective Date and shall remain in force for the Initial Term, unless terminated earlier in accordance with its terms. This Agreement may, be renewed by the Parties for the same or successive periods (or a different period where agreed) (each a "Renewal Term"), subject to 8 Scanned with CamScanner42 43 44 45 46 47 48 49 achievement of Minimum Annual Target and on such terms and conditions as are Mutually agreed in writing by the Parties. PURCHASE ORDERS AND PRODUCT SUPPLY Subject to and in accordance with the terms and conditions hereof, BIC-CELLO agrees to sell to the Purchaser, and the Purchaser agrees to buy from BIC-CELLO, the Products at the prices set forth in the Price List as provided in Schedule II Fees for the Products shall be charged in the Approved Currency. BIC-CELLO reserves the right to accept or reject a Purchase Order in whole or in part. BIC-CELLO reserves the right to deliver orders in quantities above or below ten (10 percent (+/- 10%) of the agreed Purchase Order quantities to facilitate efficiency of its supply chain. ‘The terms and conditions relating to any Purchase Order shall incorporate alll of the Clauses and relevant Schedules of this Agreement. The Parties acknowledge and agree that upon acceptance of a Purchase Order by an authorised representative of BIC-CELLO, the purchase Order shall be incorporated into and shall form part of this Agreement. Where there is a conflict between the terms and conditions stated in such Purchase Order form and the provisions of this Agreement, this Agreement shall prevail despite any statement to the contrary in the Purchase Order. Purchaser will dispose or liquidate damaged / expired stock after written prior approval of BIC-CELLO’s representative for liquidation of non-moving stock. Purchaser shall allow physical verification of the stock to authorised representative of BIC-CELLO. ‘The Purchaser shall ensure that at all times during the term of this Agreement, the Purchaser shall have 2 (two) months of inventory holding of the Products (‘Minimum Inventory Holding’). The Purchaser shall forthwith place Minimum Serviceable Order with BIC — Cello in the event the stock at its warehouse goes below the Minimum Inventory Holding. The Purchaser shall anticipate its future requirements for Products and shall purchase and keep sufficient stock of Products on hand. To avoid any stock shortage, the Purchaser undertakes to provide a quarterly forecast of quantities and the first forecast will be provided prior to the Agreement signature. If the Purchaser shall purchase more than the prescribed Minimum Annual Target for a particular year, the excess shall not be credited towards the Minimum Annual Target in any subsequent year. In the event the Purchaser does not achieve the requisite Minimum Annual Target for any year during the Term or any Renewal Term, then BIC-CELLO shall assess the reasons and together with the Purchaser may set out remedial action plans. Failure to satisfactorily meet any agreed remedial action plans may be considered as a material Breach of the Agreement. The Purchaser agrees to provide to BIC-Cello from time to time, and promptly upon request by BIC-Cello, report in the format prescribed by BIC-CELLO, containing the requisite information for BIC-Cello to analyse; the effectiveness of marketing promotion spends, distribution growth and measure Purchaser 's achievements against sell-out and distribution objectives. The Purchaser undertakes to never use BIC-CELLO Products as bonus, special offer, promotional offer or lottery. The Purchaser undertake to also not sell or distribute BIC-CELLO Products in combination with another Product without prior consent of BIC. Scanned with CamScanner5.2 5.3 5.4 5.5 5.6 57 PAYMENT The Parties hereto agree that the payment against each Purchase order will be made in 2 tranches viz; 25% on raising the Purchase Order as advance payment and for the remaining 75% an irrevocable letter of credit, without recourse, shall be provided to BIC-CELLO through a prime bank satisfactory to BIC-CELLO within fifteen (15) days of the execution of this Agreement and be kept valid at least 60 (Sixty) days following the date of issue of each delivery order. The amount of such letter of credit shall be sufficient to cover the Contract amount and/ or Purchase Order and additional charges and/or expenses to be borne by BIC CELLO. BIC-CELLO will not be obliged to honour any Order in absence of Advance Payment. No part of any amount payable to BIC-CELLO under this Agreement may be reduced due to any counterclaim, set-off, adjustment or other right which the Purchaser ‘might have against BIC-CELLO, arising out this Agreement or wise, All charges that may be incurred in connection with the delivery of the Products to the Purchaser, including in respect of freight, export duties, import duties, all applicable taxes, appropriate insurance and storage costs or any other payments whatsoever required to supply the Products to the Purchaser, whether from BIC- CELLO’s warehouse or from a Designated Port, are the sole and exclusive responsibilty of the Purchaser. The sale of the Products by BIC-CELLO under each invoice shall be treated as a separate contract of sale and, unless expressly agreed in writing otherwise by BIC- CELLO, the Purchaser must make cleared payment of the relevant Fees to BIC- CELLO (whether by banker's draft, cheque or electronic transfer) in advance before the Products are dispatched. The mode of payment may be changed from time to time, based on the commercial circumstances prevailing during the course of operation of this Agreement. The exchange rate for the payment shall be the rate prevailing on the day preceding the date on the invoice. ‘Subject to Clause 6.2, the risk of loss and damage to the Products shall pass to the Purchaser within 7 (Seven) days upon the Products being picked up by, or on behalf of the Purchaser, by its agent or transport carrier from BIC-CELLO’s warehouse or from the Designated Port, whichever happens earlier and thereafter BIC-CELLO shall not be responsible for any loss or damage to the Products. The Purchaser will be the importer of record into the Territory for all the Products purchased by it and will be responsible for the accuracy of the information presented to the local authorities and the payment of all duties and taxes, and will be liable for any fines or penalties resulting from any missing or inaccurate information or any failure to comply with the Applicable Laws relating to importation of the Products into the Territory. BIC-CELLO shall, at the option and upon written request of the Purchaser, for ‘economies of freight, arrange transportation for delivery of the Products to the premises of the Purchaser. In such event, it is agreed that ttle in the Products shall only pass to the Purchaser upon receipt of full payment against the invoice issued to the Purchaser for the relevant Products and the mere delivery of the Products by BIC-CELLO to the transporter shall not convey any title in the Products to the Purchaser. If Purchaser fails to pay the Fee in accordance with clause 5.4 then BIC-CELLO will have the right, without prejudice to the obligation of the Purchaser to pay for the 7 Scanned with CamScanner58 5.9 5.10 62 Products, to retake possession of the Products at any time and without notice and for that purpose to enter into any premises of the Purchaser. If BIC-CELLO exercises its right of repossession under this Clause, the Purchaser will stil be under an obligation to make payment on or before the due date for payment for the relevant Products, and on receipt of such payment BIC-CELLO will immediately redeliver the Products or equivalent Products to the Purchaser. Until such time as the Products have been paid for by the Purchaser, the Purchaser will: (a) keep and store the Products (at no cost to BIC-CELLO) separately from all other products of the Purchaser or any third party in such a way that they remain readily identifiable as BIC-CELLO's property; (b) not destroy, deface or obscure any identifying mark or packaging on or relating to the Products; and (©) maintain the Products in satisfactory condition and keep them insured for their full value against all risks to the reasonable satisfaction of BIC-CELLO and on request provide the relevant insurance policy to BIC-CELLO. The Purchaser grants BIC-CELLO, its agents and employees an irrevocable livence to enter any premises where the Products are or may be stored in order to. inspect them, or, where BIC-CELLO's right to possession has terminated, to recover them, by giving 3 (three) days prior written notice. Termination of this Agreement, howsoever caused, shall not effect BIC-CELLO's (but not the Purchaser's) rights contained in Clauses 5.7 and 5.8. ‘The Purchaser shall be free to establish its own pricing for the Products which it sells in the Territory, after seeking approval from BIC Cello provided such pricing is as competitive as possible so as to maximize and increase the sales of the Products in the Territory. PRODUCT QUALITY, VARIETY & PACKAGING BIC-CELLO guarantees that the quality of the Products supplied under this ‘Agreement shall meet, at the time of dispatch to the Purchaser, which for greater certainty is the time when the Products are picked up by the Purchaser, its agent or transport carrier at BIC-CELLO's warehouse or the Designated Port, as applicable, the same quality and standards as Products sold to BIC-CELLO’s customers in the Territory. Thereafter, save and except that there is short fall or defect in the Product as provided in Clause 6.2 herein below, the Purchaser shall be responsible for any deterioration in the quality of the Products in its possession, whether caused by improper transport or storage of the Products, or otherwise. ‘The Purchaser shall, within 7 days of receipt of the Products, examine the Products and satisfy itself that they meet its requirements. To be valid, any claim in respect of a shortfall in quantity or for defective Products must be made in writing by the Purchaser to BIC-CELLO within 30 (Thirty) days from the date the Products arrived at the Purchaser's warehouse ("Investigation Period”), and such shortfall in quantity or defect must not have been caused while the Products were in transport to the Purchaser or while held in storage by, or on behalf of, the Purchaser. If the Purchaser has not notified BIC-CELLO that it has rejected any Product as defective by the end of the Investigation Period, then it shall be deemed to have accepted the Products. If BIC-CELLO agrees with the Purchaser that any rejected Product is defective, BIC-CELLO will replace such defective Product with a replacement Product free from defect or provide a credit note of the value of the defective Products and this replacement Product shall constitute the sole and exclusive Scanned with CamScannerliability of BIC-CELLO in respect of the defective Product. 6.3 _BIC-CELLO reserves the right in its sole discretion to make modifications to the Products, and to expand or reduce the range of Products covered by this ‘Agreement at any time including discontinuing the sale of, or limiting the production of, any Product without incurring any liability whatsoever to the Purchaser, ineluding with respect to any order placed by the Purchaser. BIC-CELLO will endeavour to give the Purchaser Thirty (30) days' prior notice in the event of any such discontinuance. 6.4 tis agreed between the Parties that the Purchaser shall not be entitled to return any of the Product purchased by it except in the following cases:- (2) Product identified with manufacturing defects - manufacturing defects; (b) Any local governmental entity in the Territory orders the withdrawal of the Products from the Territory. 65 Any re-packaging if required will be performed by the Purchaser at its cost and the Purchaser shall ensure compliance of all applicable laws while repackaging Products. The Purchaser shall provide BIC-CELLO with all necessary information pertaining to packaging and packaging labelling with respect to the local requirements in each jurisdiction within the Territory. 6.6 The Purchaser must keep BIC-CELLO updated of any local law requirements in the Territory such as Product registration, labelling, packaging etc., and will resell all Products purchased hereunder in compliance with all applicable laws in the Territory. The Purchaser is responsible for marketing and promotional activities in the Territory and for compliance with all applicable laws and regulations. Any amendments or addition to the packaging must be pre-approved by BIC-CELLO, nd the Purchaser undertakes to provide full details of packaging amendments. 7 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 7.4 The Purchaser represents and warrants to BIC-CELLO, acknowledging that BIC- CELLO is relying upon such representations and warranties in connection with its entering into this Agreement, as follows: (a) the Purchaser is a valid subsisting corporation incorporated pursuant to the laws of Its jurisdiction of incorporation, as specified in this Agreement; (b) the Purchaser has all requisite power and authority to execute and deliver this Agreement and has all necessary power and authority to perform the obligations of the Purchaser as set out herein; (©) _ the entering into of this Agreement will not result in the violation of any of the terms and provisions of any other agreement, written or oral, to which the Purchaser may be a party; (@ the execution and delivery of this Agreement has been duly authorized by and all necessary action has been taken on the part of the Purchaser to ensure that this Agreement, when duly executed and delivered by the Purchaser, will constitute a legal and binding agreement on the Purchaser enforceable in accordance with its terms; and (e) the performance by the Purchaser of all ts obligations hereunder, including the sale of the Products, will be conducted in compliance with all Applicable Laws; Scanned with CamScanner8.2 83 84 INTELLECTUAL PROPERTY RIGHTS The Products will be marketed and sold by the Purchaser solely under the Trade Marks. The Purchaser will not alter, obscure, remove, cancel or otherwise interfere with any markings (including any Trade Marks) or other indications of origin, which may be placed on the Products. The Purchaser acknowledges that BIC-CELLO is the exclusive owner of the Trade Marks, trade dress and the Copyrighted Materials and the Purchaser's right to use the Trade Marks and the Copyrighted Materials is derived solely from this Agreement and is limited to selling, or offering to sell, the Products in the Territory in accordance with this Agreement. Other than as expressly set out in this Agreement, the Purchaser has no right, title or interest whatsoever in the Copyrighted Materials or the Trade Marks, and any goodwill associated therewith, or that may accrue in connection with this Agreement shall be owned by and shall inure exclusively to and for the benefit of BIC-CELLO. Furthermore, the Purchaser agrees not to represent in any manner that it has acquired any ownership rights in the Trade Marks. The Purchaser shall, during the Term of this Agreement and subject to due compliance with the provisions of this Clause 8.1, have the right to use and display BIC-CELLO’s Trade Marks in the Territory, and to use the Copyrighted Materials, solely in connection with the marketing, sale and support of the Products in the Territory in accordance with the terms of this Agreement and, except as may be otherwise expressly permitted in writing by BIC-CELLO, for no other purpose whatsoever. ‘The Purchaser shall promptly execute relevant applications, assignments and other instruments and provide relevant cooperation reasonably requested by BIC-CELLO to give full effect to the provisions of this clause. In connection with the foregoing, the Purchaser agrees as follows: () to obtain from BIC-CELLO’s written approval for all promotional material, alternative product packaging including without limitation, packaging and cartons and to comply with all instructions issued by BIC-CELLO relating to the form and manner in which BIC-CELLO's Trade-marks shall be used and to discontinue forthwith, upon ni from BIC-CELLO's, any practice relating to the use of BIC-CELLO's Trade-marks which in BIC-CELLO’s opinion would or might adversely affect the rights or interests of BIC-CELLO in such Trade-marks; (i) to conduct business in a manner that reflects favourably at all times on the Products and reputation of BIC-CELLO in order to develop, promote and maintain same with customers and to protect and preserve the ‘goodwill and image of BIC-CELLO and the Products; not to use or permit any entity controlled by it or affliated with it to use the Trade-marks or any other trade-marks or trade names or trade dress of BIC-CELLO or any trade-marks, trade dress, words, names, symbols, or designs which could reasonably be expected to be considered confusingly similar thereto, as part of its corporate or trading name or style, or on any of its products; The Purchaser shall provide prompt notice to BIC-CELLO of any claims, allegations, actions and demands that the marketing and/or distribution of the Products infringes or may infringe the intellectual property rights of any other Person and once such notice has been duly given, BIC-CELLO shall have full responsibility of any resulting action and the Purchaser shall extend its full co- operation to BIC-CELLO in the defence by BIC-CELLO of any such claim, action or demand. 10 Scanned with CamScanner8.5 86 a7 88 Th 1 Hakone oa immediately report to BIC-CELLO any actual or potential Infringements of the Trade-marks or ary mater which may gWve rise to any infringement of the Trede-marks, or any imitaon of Products of which the Purchasers of may become aware, and the Purchaser shall co-operate wth BK in protecting such Trade-marks and Products from any such infringement. The Purchaser shal nt inite any protective action with respect to the Trade-marks or Products without prior writen authorization of BIC-CELLO. In the case of any matter falling within sub-clause 8.4 and 8.5: 1.1.1 BIC-CELLO shall in its absolute discretion determine what action if any shall be taken in respect of such matter; 1.1.2. BIC-CELLO shall have sole control over and shall conduct any action as it shall deem necessary. ‘The Purchaser agrees that the provisions of this Clause 9 are reasonable having regard to the necessity of BIC-CELLO to protect its ownership rights in the Trade- marks and that any breach of the terms contained in this clause 9 shalll be deemed ‘a material breach of this Agreement and in addition to any other remedies which may be available to it, BIC-CELLO shall be entitled to enforce its rights hereunder by specific performance or other injunctive or equitable relief so as to protect all its rights in and to its Trade-marks. The Purchaser shall not manufacture or cause to be manufactured any product competing with the Products during the existence of this Agreement. In case any issue pertaining to counterfeiting of a Product (thereby breaching Intellectual Property rights thereof) comes to the knowledge of the Purchaser, then it shall be the responsibility of the Purchaser to bring the same to the notice of BIC-CELLO and provide all assistance to combat such counterfeit including meeting with the concerned authority, making necessary submissions, providing necessary documents and information. Further, itis clarified that no action will be taken by the Purchaser against any of such counterfeits without taking prior consent from BIC- CELLO. TERMINATION This Agreement may be terminated: (a) _ by either Party, after giving sixty (60) days’ prior written notice to the other Party; or (©) by either Party, on giving notice to the other, if the other Party commits a Material Breach of any provision of this Agreement, which is incapable of remedy, of if capable of remedy the defaulting Party fails to remedy within thirty (30) days of receiving a notice from the non-defaulting Party specifying the breach and requiring it to be remedied; or by a Party in the event that the other Party ceases trading or becomes insolvent, files a petition for bankruptcy, combines with its creditors, or has a liquidator, receiver or administrator appointed over all or any of its assets other than for the purposes of a solvent amalgamation or reconstruction, or undergoes any analogous act or proceeding under foreign law to any of those mentioned in this Clause 9.1(c); or (@) by BIC -CELLO, in case the Purchaser is not able to achieve Minimum ‘Annual Target as provided in this Agreement or otherwise agreed from time © 1" Scanned with CamScannerto time. In this event, the Purchaser shall not be enti i t itled to any compensation under any head or name; ae (©) automatically and with immediate effect under following circumstances: () inthe event that there is change in the constitution of the Purchaser by virtue of change in shareholding pattem, ownership, management, control of the Purchaser entity thereby giving control of the Purchaser entity to any third party; or (i) in the event that the Purchaser assigns or attempts to assign this ‘Agreement, o any of the rights or obligations hereunder, without the prior written consent of BIC-CELLO. (ii) any licence to operate business is revoked terminated or modified for any reason in whole or in part and in such a way as prevents a Party from continuing to perform obligations. this Agreement which are 9.2 Events which shall constitute a material breach of re © to terminate this incapable of remedy, and which shall entitle BIC-CELL ‘Agreement pursuant to Clause 9.1(b), shall include the following: (a) breach by the Purchaser of the provisions set forth in Clause 2 impairment by the Purchaser of BIC-CELLO’s Intellectual Property Rights, in violation of Clause 8 above; (c) _ breach of BIC-CELLO's code of conduct by the Purchaser; @) above; (b) failure by the Purchaser to make any payments due pursuant to this Agreement on time; the Purchaser engages in any act that is detrimental to BIC-CELLO, the Products, or BIC-CELLO’s reputation; breach by the Purchaser of any covenant, representation or warranty in this @ 10) Agreement; (@) failure to maintain bona fide records of sales of the Products made in the Territory; and (h) any change in law or any action, order, notification passed by any government authority or agency in the Territory which, in the opinion of BIC- CELLO, impairs the ability of the Purchaser to carry out its obligations under this Agreement, including the revocation of any licence, permission, authorisation or similar required. 9.3 This Agreement may be terminated by BIC-CELLO on giving written notice to the Purchaser, in the event of Change of Control of the Purchaser; 94 The Parties acknowledge and agree that a court order shall not be required to give effect to any termination of this Agreement in accordance with its terms. 10 _ EFFECTS OF TERMINATION OR EXPIRY 40.1 Upon termination or expiry of this Agreement for any reason whatsoever: (a) all rights granted by BIC-CELLO to the Purchaser will be immediately relinquished by the Purchaser who shall immediately pay all amounts due and owing by it to BIC-CELLO forthwith without further demand, and in any 2 Scanned with CamScannerevent within ten (10) d suet (10) days of the effective date of termination of this (b) the Purchaser shall cease use of the Trade Marks and any phonetic or visual local language equivalent, and the Copyrighted Materials and shall thereafter ‘efrain from holding itself out as an authorised seller of the Products and the Purchaser will forthwith remove and thereafter discontinue all advertisements, signs and notifications stating or implying that itis a seller of the Products or in any way connected with BIC-CELLO; (c) the Purchaser shall be allowed to sell its existing stock of the Products, for Ninety (90) days from the effective date of termination or ‘expiry of this Agreement; (¢) the Purchaser shall immediately cease to operate as a reseller of the Products and not thereafter hold itself out in any way as having any association with BIC -CELLO and refrain from any action that would or may indicate any relationship between it and BIC -CELLO; and (€) BIC-CELLO shall have the option, but not the obligation, to designate a third party to buy the Products or repurchase from the Purchaser any of the Products in the Purchaser's inventory by refunding to the Purchaser its net cost for the Products, provided, however, that BIC-CELLO may set off and deduct from the repurchase price any amount then due and owing by the Purchaser to BIC-CELLO as well as any freight charges and duties relating to the delivery of the Products to BIC-CELLO. 10.2 The expiry or termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party, nor shall it affect the coming into force or the continuance in force of any provision of this Agreement which is expressly or by implication intended to come into force or continue in force on or after termination, 10.3 The Parties acknowledge and agree that in entering into this Agreement and in the course of its performance they have incurred expenses both in terms of capital outlay and day to day operational expenses for which they have been adequately compensated by the mutual benefits financial and otherwise which each Party has derived from this Agreement. Accordingly, the Parties agree that notwithstanding any rule of law or any dictates of custom and practice whether applicable in the Territory or otherwise, no termination or expiry of this Agreement made in accordance with its terms shall be considered by either Parly to be wrongful, abusive or inconvenient and neither Party shall as a consequence of such termination or expiry make any claim against the other for compensation for loss of any rights, loss of goodwill, loss of future profits or any similar loss and the Purchaser, for itself and on behalf of each of its employees, hereby waives any Tights (to the fullest extent permissible by the Applicable Laws) which may be granted to it or them under the Applicable Laws. 10.4 Termination of this Agreement by one party will not entitle the other party to damages or indemnification, whether for loss of profit or anticipated profit, loss of ‘goodwill or reimbursement of expenses on any ground whatsoever. 1 LIMITATION OF LIABILITY & INDEMNITY 11.4 Inno event shall BIC-CELLO be liable to the Purchaser for any special, indirect, ‘consequential, punitive or exemplary damages, including any damages on account of loss of profits, loss of opportunity, loss or use, or on account of expenditures, B Scanned with CamScannerinvestments, it , leases or commitments made by the Purchaser in connection with the business. 11.2 isi Tepoisins of ee waranty set out at Clause 6.1 ate in feu of any ther whe implied, writ i merchantabilty or finess for a paticular purpose). cine oes 11.3 Notwithstanding anything to the contra in, if ry herein, if BIC-CELLO notifies the Buroneeet that any of the Products need to be recalled or otherwise withdrawn irom the market in the Territory, and the Purchaser refuses or otherwise fails to do soina timely fashion, the Purchaser agrees to indemnify BIC-CELLO, its Affiliates, and their respective officers, directors, employees, agents and shareholders, from and against any and all Losses, incurred or suffered by BIC-CELLO, its Affiliates or their respective officers, directors, employees, agents and shareholders as a result of any such failure or refusal. 11.4 The Purchaser irrevocably waives its rights to any form of injunctive relief from any court against BIC-CELLO. 44.5 The Purchaser hereby agrees to defend, indemnify and hold harmless BIC-CELLO against any liability, losses, damages or costs (Including any legal costs) incurred or suffered by BIC-CELLO as a result of any breach, negligent act or omission or wilful default on the part of the Purchaser, or its representatives arising either directly or indirectly from the performance (or non-performance) by the Purchaser or any of its representatives of any obligations under this Agreement. 2 FORCE MAJEURE No failure or omission by BIC-CELLO or the Purchaser in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement or Greate any liablity if the same arises on account of an event of force majeure, Ghich term shall include any event or cause beyond the control of BIC-CELLO or the Purchaser as the case may be (other than an obligation to make payment), including acts of God, rebellion, insurrection, riot, sabotage, invasion, quarantine, Hfiks, lock out or transportation embargoes, provided that the Party relying on this Clause shall forthwith after any such event give written notice to the other Party of fe inabilty to perform such obligation and the reasons therefore. if an event of force majeure continues for a period of more than three (3) months, without the Parties hereto being able to develop an alternative satisfactory arrangement, then Ether Party shall have the option to terminate this Agreement on giving written notice to the other Party. 13 NATURE OF RELATIONSHIP 434 The Parties hereto agree that this Is a principal to principal arrangement and BIC- CELLO and the Purchaser shall be independent contractors. Nothing in this ‘Agreement is intended to make either Party a general or special agent, lege! representative, subsidiary, joint venture, partner, fiduciary, employee or servant of the other for any purpose. 422 ‘The Purchaser undertakes to prohibit by way of writen contract any registration with any local authority by any of the Purchaser's co-contractors for the Products without BIC-CELLO prior approval. 443. Neither Party shall act on behalf of the other without the other Party's prior vwaritten consent, and neither Party shall be liable to any third party for any act or omission oP the other Party or for any obligation or debt incurred by such other Party, The Purchaser must prominently identify itself in all dealings with customers, lessors, 14 Scanned with CamScannercontractors, suppliers, publ pursuant to this Agreement, ie 14 COMPLIANCE WITH APPLICABLE LAWS Officials, employees and others as the purchaser 14 1 pani rety herets agrees that it shall comply with all Applicable Laws in performit mainte, Id ligations hereunder, including the procurement of licences, faves ean icates and any other requirements with regard to its employees, axes, Reanoes of any services to be provided hereunder. Furthermore, each Party shall establish and maintain all proper records applicable to it from time to time. 14.2 The Purchaser represents and warrants that it has obtained and will continue to hold for the Term all permits, consents, licences, registrations, waivers and other approvals required by every national, local or municipal government or agency in the Territory under the Applicable Laws, in respect of the performance of the Purchaser's obligations under this Agreement. 44.3. All payments due under this Agreement shall be exclusive of sales or withholding taxes, or any similar taxes and without deduction of any taxes imposed. The Purchaser shall be responsible for the payment of all taxes now or hereafter levied of imposed by any government department or competent authority in the Territoy crmPesult of of in connection with this Agreement. The Purchaser shall be responsible for filing all necessary tax returns with the relevant government Geparment or competent authorities in the Territory in. accordance wif the ‘Applicable Laws and shall be responsible for providing all information requested by such government department and competent authorities. CONFIDENTIAL INFORMATION ‘ensure that none of its employees or agents shall at any ‘Agreement, use or divulge, directly or 15 ‘The Purchaser shall not and shall time during or after the termination or expiration of this its obligations under this Agreement) any know-how, or indirectly (except in performance of it rie dental information relating to the Products or their sales or promotion, or apy any eat or trading Information of of relating to BIC-CELLO which the Purchaser may Snare unless such information isin the public domain otherwise than by reason of a breach cau sgreement by the Purchaser. The Purchaser shall use its best endeavours to ensure oF trite omployees respect the confidentiality provisions contained in this clause 18. The provisions ofthis clause 16 shall survve termination ofthis Agreement GOVERNING LAW & DISPUTE RESOLUTION bligations arising hereunder shall be Republic of Tanzania and jurisdiction 16 46.1 This Agreement and all rights, duties and ot governed in accordance with laws of United of Courts of Tanzania, fetween the Parties hereto during the subsistence of this in connection with the validity, interpretation, construction, n or alleged material breach of any provision of this festion, including the questions as to whether the tomination of this Agreement by a Party hereto has been legitimate the Parties shall attempt to resolve such dispute within thirty (30) days of the dispute arising, or such extended period as the Parties may agree in writing. the Parties hereto during the subsistence of this ‘Agreement or thereafter, in connection with the validity, interpretation, construction, performance, implementation or alleged matetial breach of any provision of this Roreement or regarding a question, including the questions as to whether the feomination of this Agreement by a Party hereto has been legitimate the Parties 16.2 If any dispute arises b ‘Agreement or thereafter, performance, implementatio ‘Agreement or regarding a qu 46.3 If any dispute arises between 15 Scanned with CamScannershall attempt to resolve such dis i such extended pend es the pute within thirty (30) days ofthe cispute arising, or eee Parties may agree in writing. Any dispute arising out of oie me mance, interpretation, nullification, termination or invalidation Sets at ly set y clause 16.1, shall be settled By groan, accordance with the provisions set forth under the Tanzanian ration t (Cap 15 RE 2002) (“the Rules"), by the sole arbitrator appointed in compliance with the Rules. The language of Arbitration proceedings shall be English. The place of arbitration as per mutual agreement of the Parties. 16.4 Any right of appeal or reference to points of law to the courts is waived, to the extent that such waiver can be validly made under the Applicable Laws. 46.5 The costs and expenses of the arbitration, including the fees of the arbitration and the arbitrator shall be borne equally by each Party to the dispute or claim and each Party shall pay its own fees, disbursements and other charges of its counsel, unless determined otherwise by the arbitrator. 46.8 Subject to any award of the arbitrator, nether the existence of any dispute nor the fact that any arbitration is pending hereunder shall relieve any of the Parties of their respective obligations under this Agreement. 46.7 Nothing in this Agreement prevents or prohibits either Party from seeking urgent interim relief in any court of competent jurisdiction, including pre-arbitral Mtachments, temporary restraining orders, temporary injunctions, permanent injunctions and/or orders of specific performance, as may appear reasonably ecessaty to preserve the rights of either Party. The application by either Party to @ Jusieal authority for such measures shall not be deemed to be an infringement oF 2 ever of the arbitration agreement and shall not affect the relevant powers reserved to the arbitrator pursuant to Clause 16. 47 NOTICE 47.4 Allnotices, requests and other communications, conceming this Agreement, shall be sent by certified or registered mail andlor personal delivery and/or courier and shall be addressed fo the Parties at their respective offices, as set forth in the premise of this Agreement. 47.2 All notices or other communications required or permitted under this Agreement shall be deemed duly delivered: ()) when delivered in person to the contact person for the recipient Party; (i) upon transmittal of a facsimile or email transmission to the contact person for the recipient Party at the facsimile number or email address designated in this Agreement, with reasonable evidence of successful transmission, or (ii) three (3) Business Days after being mailed by either registered of cattified mail, return receipt requested, postage prepaid to the contact person for the recipient Party at the mailing address designated for the recipient Party in this Agreement. 47.3 Delivery of any written instrument must be made to the following addresses mentioned first in this Agreement 16 Scanned with CamScanner474 18 18.1 18.2 18.3 18.4 18.5 18.6 Notices to BIC Cello: Attention: Mr. Ganesh Parameswaran, General Counsel — India & APAC Email: ganesh.parameswaran@cellopens.com Address: C-1/702, G-1/701, G-2/702, 7th Floor, Lotus Corporate Park, W.E,Highway, Goregaon (East), Mumbai - 400063, Maharashtra, India Notices to Purchaser: Dar Worth Limited Attention: JOHN C.K Mail: John.ck@darworth.com ‘Address: Darworth House, 4th Floor, Plot 22 Nyerere Road, Opposite Shoprite — Kamata, P.O.Box. 70339, Dar Es Salaam, Tanzania Contact No: +255 754 272 422 ‘Any change in these addresses shall be notified in writing, to the other Party, within one (1) week of the change becoming effective. GENERAL Entire Agreement: This Agreement, and the documeris referred to in it, Entiftutes the entire Agreement of the Parties concerning the subject matter. All prior or contemporaneous agreements, whether oral or in writing, are superseded by this Agreement. Conflict: Ifa conflict arises between the terms of the various Clauses, Schedule or Conflicts referred to in this Agreement, a mutually consistent meaning shall be Saght f impossible, then the order of precedence of these documents shall be as severe: () the body of this Agreement, (i) the Schedis: (ii) any documents row to in this Agreement, and (Ww) the terms of any Purchaser Order. Variations: All variations to this Agreement must be mutually agreed upon in wating and signed by authorized representatives of both Parties. Modifications in any other form are void. Counterparts: This Agreement may be executed in counterparts, Of duplicates, Seu shall be considered an original and one and the safe instrument. This Agreement shall not be effective until each Party has executed and delivered at least one counterpart. Waiver: Any failure to exercise or any delay in exercising a right oF remedy provided by this Agreement or at law (andior the continued performance of this Agreement) shall not constitute a waiver of the right oF remedy or a waiver of any iter rights or remedies. A walver of a breach of any terms of is ‘Agreement must one otfng and shall not constitute a wavier of any other breach and shall not ot tha einer terms of this Agreement. The rights and remedies provicied by this Agreement are cumulative and (except as otherwise provided in this Agreement) ‘are not exclusive of any rights or remedies provided at law, Severability: If any provision of this Agreement shall be found by any Govermental or administrative body of competent jurisdiction to be invalid, seer fereeable or untawful, this Agreement and all remaining provisions shall not be 7 Scanned with CamScanner18.7 18.8 18.9 affected invalic sneer ay Sec valcty or unenforceability and shall remain in full force and agree to substitute for any invalid, unenforceable or unlawful provision, a valid, sic i SS Sctvee , enforceable or lawful provision, which achieves the Parties’ Language: This Agreement will be written and construed in the Engli and all questions of interpretation of this Agreement shall be resolved by auc to the same as written in English. This Agreement may not be translated into any other language without the prior writen consent of BIC-CELLO. If the Agreement is translated into the official language or any other foreign language, the English version will prevail for all purposes, including any disputes or claims that may be resolved by any legal proceeding. if in either case, a version translated into the official language is required, the Purchaser will prepare the translation and the Purchaser shall be responsible for any associated costs, including any cost that BIC-CELLO incurs in order to verify that a translation provided by the Purchaser is accurate, The Purchaser acknowledges that any translation, — whethet commissioned or paid for by BIC-CELLO or the Purchaser, shall be the property of BIC-CELLO and shall constitute a part of BIC-CELLO's Confidential Information. Code of Ethies: The Purchaser agrees to comply with BIC-CELLOs Code of Ethics policy (Schedule IV) during the subsistence of this Agreement. Any breach of Code Pf Ethies by the Purchaser will be a material breach of the Agreement. Survival: The provisions of this Agreement, which by their nature should survive the termination of expiration of this Agreement including but not limited to clauses 8 (Intellectual Property Rights), 10 (Effect of Termination), 14 (Limitation of Liability & indemnities), 15 (Confidentiality), 16 (Governing Law and Dispute Resolution), 48.9 (Survival) etc. shall survive the termination or expiration of this ‘Agreement. IN WITNESS WHEREOF the Parties hereto have hereunto caused this Agreement to be executed by their duly authorized representatives on the day and year first hereinabove mentioned. For and on behalf of BIC-CELLO: For and on behalf of Purchaser: BIC CELLO (INDIA) PRIVATE LTD through | Dar Worth Limited through its authorised its authorised signatory signatory Name : Philippe Teisseire Name : John CK Designation: Finance Director Designation: Managing Director In presence of In presence of Ganesh Parameswaran Khyati Amlani General Counsel ~ India , MEA & APAC Corporate Counsel — India 18 Scanned with CamScannerSCHEDULE | KEY TERMS Purchaser Details Purchaser Representative (Name, Title, Email and Telephone Number) DAR WORTH LIMITED Darworth House, 4th Floor, Plot No. 22 Nyerere Road, Opposite Shoprite - Kamata, P.O.Box. 70339, Dar Es Salaam, Tanzania Name: JOHN C.K Contact No: +255 754 272 422 ‘Agreement Duration 2 Commencement | 14” February, 2020 Date: Initial Term: years from Commencement Date Renewal Term: | 1 year 3, | Billing Currency United States Dollars (U'S. Dollars) 4, | Channels of | All Sales Channels Distribution 5._|_Delivery Terms FOB, Mumbai 6. | Payment Term. 25% ADVANCE AND 75% LC 90 DAYS 7. | Designated Bank | Beneficiary Account Name: Account BIC CELLO (INDIA) PRIVATE LIMITED BENEFICIARY ACH WITH BNP PARIBAS INDIA: 0907710158400188 ADDRESS - BNP PARIBAS, 203, SAKAR Il, ELISHBRIDGE, /AHMEDABAD-380006, INDIA NOSTRO AC 020019145000162 WITH BNP PARIBAS NEW YORK SWIFT CODE ~ BNPAINBBAHM. &. | Minimum ‘Annual |_Year Products and target Target 2020-Tanzania/Burundi) | All Cello Products — $200,000 Rwanda 2021-Tanzania/Burundi’ | All Cello Products — $300,000 Rwanda 9.| Products covered | Cello branded stationery products manufactured and/or under the Agreement __| marketed by BIC-Cello 70| Reports to be given by | Annual Business Plan the Purchaser to BIC- | Monthly Sales & Stock Report CELLO 3 month Rolling Order Forecast Quarterly Business Review — Cello & Competition 77 TANZANIA, BURUNDIRWANDA 12, UNITED REPUBLIC OF KENYA 13] Designated Port "ANY PORT IN EAST AFRICA 19 Scanned with CamScanner‘Schedule Il - List of BIC- CELLO Competitors (This list is subject to revision by BIC CELLO from time to time) (i) Unimax (i) Montex Gil) Flair (iv) Claro (vy) Luxor (wi) Lexi (wil) Line Scanned with CamScannerSchedule Ill: Products Price List (as at Effective Date) (subject to amendment by BIC-CELLO from time to time) Name of the Product | Retail Packing Master Packing [| FOB [per Pe [Finegrip 50pe display 2400 | $ 0.0490 Finegrip [12pc box 1200 | $ 0.0530 [Gripper 2pebox 200 {$ 00870 [Trimate [S0pcbox 000 Fs 00400 Butterflow, 2pcbox. 1290 | $ 00970 Papersoft [12pcbox 1200 01400 [Power 2pebox, 3200 | $0.153 2 Scanned with CamScanner