SOLE DISTRIBUTORSHIP AGREEMENT
On the 1st July of the
year 2002, the following parties are present:
1) TCG
,
the supplier
2)
. , who have the power to underwrite this agreement,
hereinafter called the distributor,
whereas
a) the supplier intends to designate a sole agent
for the exclusive sales concession and for after sale services of the products.
b) the distributor declares to
have a suitable organization to trade the grantor products while the latter is
agreed to grant his products upon the following terms and conditions;
all premised,
which is integral and constitutive part of this
contract, it is agreed as follows:
TITLE I DUTIES AND OBLIGATIONS OF THE
DISTRIBUTOR
§ 1. The sole distributorship agreement binds the distributor
to purchase and trade the goods as specified in § 14 of this contract, for and
on his own behalf, promoting their sales within the whole of the countries as
specified in § 12, by means of a skilled organization.
§ 2. Provided that the duties specified in this contract
will be respected, the distributor is bound to promote, in the most efficient
way, the sales of the products within the established area.
The distributor will run his businesses in
compliance with this contract, for and on his own behalf. Therefore he will act
on his own initiative and he will be the only responsible for his own acts, the
acts of his employees and the sales risks towards the end users.
§ 3. The distributor will hire and/or use a skilled staff in
order to achieve the targets above stated, answer to the market requirements
and give adequate after sales services. He will hire qualified and trained
technicians in order to ensure a
fast and reliable technical
services of installation, maintenance and repairs of the machines.
§ 4. The distributor will perform his custom technical
assistance in the ways he thinks best.
§ 5 The distributor is bound to send to the supplier the
staff for the installation, maintenance and repairs of the machines and the
latter will provide a starting training course and further training courses.
All travel and accommodation expenses of the staff sent to attend these courses
are intended for the account of the distributor
§ 6 The distributor will abide to the existing laws and to
the conscience of the good dealer for the care of the products which he will
receive on consignment.
§ 7. Quarterly the distributor will provide to the supplier
a report relating to the following matters:
- competitors activities, their prices, their
positions on the market and possible modifications of these positions;
- market trends and its coming demands about new
products or services related to the production of the supplier;
- technical suggestions related to the market
evolutions or improvements of the products.
§ 8 The distributor should be able to perform demonstrations and
installations, to ensure the training of the end user and the good working of
the goods as specified in § 14.
§ 9.
The supplier and the distributor will run his own businesses in a fair way. With
this agreement they state that they have acted fairly also in the past.
TITLE II SALES TARGETS
§ 10. The annual sales targets of the distributor are
reported in the enclosure A).
§ 11. The distributor is bound to purchase n.1 (one)
MICHELANGELO V7Z 3.1 system after the underwriting of this contract
TITLE III EXCLUSIVE RIGHTS, AREA AND NON
COMPETITION OBLIGATION COOPERATION BETWEEN THE PARTIES
§ 12. The sales of the products specified in § 14 are
granted from the supplier to the distributor on sole exclusive concession for
..
§ 13. The supplier and the distributor are bound to
cooperate for the technical development, the improvement and the adjustments of
the products according the market demands. For that reason it is duty of both
parties to exchange each other any information or details related to the
products or the markets.
TITLE IV PRODUCTS- SALES CONDITIONS - WARRANTIES
§ 14. The products that the distributor is bound to deal are
the airbrush digital printer and all the related accessories and spare parts
imported by the supplier, from the consumer items like hardware and software,
the inks or anything else related to the above machines which will be produced
after the date of this contract.
The distributor will be able to utilize/sell only
the inks supplied by TCG; on the contrary the nozzles guarantee will fall into
disuse automatically.
The distributor is also obliged to provide all
spare parts and inks related to the products mentioned above.
These hould
be provided by the supplier to the distributor under request of the latter, at
the prices illustrated on document A) enclosed to this contract, of which is
integrating part.
§ 15. The payment of the supplies should be done from the
distributor to the supplier according to the conditions reported on encl. A).
§ 16. The final prices to end users of the products of § 14
are established by the distributor according to his estimations of his market.
The product installation and starting-up costs are
at the distributor expenses.
§ 17. The products provided by the grantor have to be joined
with a warranty of good working during of 365 (threehundredsixtyfive) days
starting from the date of the delivery to the end user with regards to the
system and 180 (onehundredeighty) for
the nozzles.
All the repairs carried out after the deadline of
the warranty will be paid (they will not be done freely) and covered by a
partial warranty, limited to the technical intervention, during 90 (ninety)
days after the intervention.
The expenses related to these repairs and freight
costs are debited to the distributor or end user.
§ 18. The supplier, in the quality of provider of machines,
will grant the warranty of all the constructional faults of the parts or of the
software.
The supplier, during this period of warranty, is obliged to replace or
repair freely all faulty components.
§ 19. The supplier refuses the warranty for damages caused
by act of God, transfer damages if the transport is under the responsibility of
the distributor and damages due to bad installation/managing of the final
customer.
§ 20. The warranty will not take effect in case of improper
use or incorrect management of the machines.
The supplier will not respond in damages suffered
by the products of § 14 because of tampering and intentional damages due to
repairs done by not qualified staff.
The supplier will not respond for damages suffered
by the products of § 14 also in case of repairs carried out with not original
equipment, items, and spare parts.
§ 21 If
during the period of the warranty any defect or misfunctioning of the machines
received will arise, the supplier ensures the replacement of the misfunctioning
parts. This could happen either by returning the misfunctioning part to the
supplier which will replace it with one working properly within 20 (twenty)
days from the date of the return.
The expenses related to the installation of the
replaced parts under warranty are debited to the distributor.
§ 22. The cost of spare parts for technical interventions
carried out by the distributor during the period of the original warranty will
be debited to the supplier. Freight costs are debited to the distributor.
TITLE V PRICE LIST, RENEGOTIATIONS AND
MODIFICATIONS, VALIDITY, CONTESTATIONS
§ 23. The price list in force between the supplier and the
distributor is established in Euro currency and is written by the supplier. Any
modifications should be communicated to the distributor at least 30 (thirty)
days before the coming into force of it.
§ 24. The first price list will take effect from the date of
the underwriting of this contract, and it is included in the document A)
enclosed to this contract, constituting its integrating part.
§ 25. The encl. A) contains also the payment terms
established between the supplier and the distributor.
TITLE VI
MUTUAL ARRANGEMENTS FOR PRODUCTS, EXPANDABLE ITEMS, SPARE PARTS, TERMS
OF DELIVERY
§ 26. The supplier is obliged to provide up to grade
machines, designed and manufactured
according to safety standards, rules and laws in force.
All products, inks and spare parts provided by the
supplier should quote the CE mark, respect its provisions, the regulations of the D. Lgs. n. 626/95
(an Italian order of law) and its later alterations, the accident prevention
legislation and the regulation about the occupational safety.
All products, inks and spare parts provided by the
supplier should be delivered with the proper certification ensuring the respect
of the CE mark legislation.
§ 27. The terms of delivery established on behalf of the
supplier- are within 60 (sixty) calendar days from the date of the order for
products, ex our warehouse; for the inks and spare parts: within 10 (ten)
calendar days from the date of the order.
TITLE VII DUTIES OF THE SUPPLIER AND AUTHORISATIONS
§ 28. The supplier is bound to provide to the distributor 1
(one) MICHELANGELO V7Z 3.1 system at the list price according to the terms of
conditions as reported on encl. A), which will be use for demonstrations.
§ 29. The supplier is bound to train the distributor
staff by means of training and further
training courses to be established on mutual consent between the Parties, at
whole supplier expenses.
The supplier is obliged to update at his own expense the staff of the
distributor, by means of specialized courses to be held each year or based on
specific demands.
The distributor should pay all travel and accommodation expenses of the
staff sent to attend these courses at TCGs (in the various European seats).
§ 30. The supplier is bound to provide to the distributor
all specific user guides, all computer programs and software written in
English.
§ 31. The supplier is bound to provide a technical aid to
the distributor each time the latter will request it.
§ 32. The distributor is
obliged (not only entitled) to use trademarks of the MIGHELANGELO ART Robo
on all machines and products and spare parts as well as trademarks in all
advertising materials. The distributor is entitled to put also its own mark on
distributed products.
TITLE VIII WITHDRAWAL OF THE CONTRACT
§ 33. This contract can be canceled for the default of that
Party which violate the non competition obligation.
§ 34. The supplier is entitled to cancel the contract if the
distributor will not achieve the minimum sales targets stipulated between the
parts.
The distributor will send a written report within
thirty days communicating the reasons why the targets have not been achieved. Final decision about cancellation of the contract will be
taken by supplier.
§ 35. The submission of one of the parties to a proceeding
of dissolution, liquidation, bankruptcy or any other form of bankruptcy
proceeding, will cause the earlier termination of the contract.
§ 36. The violation of any part of this contract will cause
the activation of the arbitration procedure in order to solve the controversy
between the Parties.
TITLE IX RESULTS OF THE CANCELLATION OF THE
CONTRACT
§ 37. Even after the termination of the contract for any
reason, the supplier is obliged to provide to the distributor technical
assistance and spare parts for five years, provided that the suppplier will not
ensure directly the assistance to the end users.
§ 38. In case of termination and/or cancellation of the
contract for any reason, orders will be suspended. With reference to the
undelivered goods lying on the distributor storehouse, to his indisputable
discretion the supplier can:
a)
Require
the pertinent price, if yet not paid according to the agreed deadlines;
b)
Allow
the distributor to proceed with the sales until the exhaustion of the stocks.
§ 39. From the date of the termination and/or cancellation of the contract,
the distributor has not the authority to use the trademarks of the product as
mentioned in § 14.
TITLE X SAFEGUARD OF KNOW-HOW
§ 40. The distributor is bound to not disclose neither use
for extra contractual aims even after the termination of this contract-
business or corporate secrets, or any confidential news he apprehended because
of his activity based on this contract.
§ 41. All business and technical (know-how) information, discovered or transmitted by the distributor
to anyone of his staff, technicians, internal and external cooperators, both
orally or in writing, referring to the businesses regulated by this contract,
should by any circumstances or reasons, be used or released either against
payment or freely from the distributor or from any of the subjects above
mentioned for the development and the manufacturing of products or components
directly or indirectly be in competition with those of the supplier. For that
reason the distributor is bound to carefully adopt all possible precautions and
preventions in order to observe the above conditions.
§ 42. The distributor will promptly acknowledge the supplier
about every illegal activity of a third part so to mutually establish the
necessary measures for the defense of the name of the products.
TITLE XI ADVERTISING AND FAIRS EXPENSES
§ 43. Exceptional promotional initiatives, included the
direct or indirect attendance to fairs, exhibitions or Expo within the States §
12, are intended to the account of the distributor
§ 44. The distributor will attend all the market expos
within the European territory which he
will reckon profitable for advertising aims.
The distributor will ensure to the supplier the
attendance of at least one national fair related to the concerned market.
For no reasons the distributor will be able to
utilize TCG mark, excepted provided with a
written authorization.
TITLE XII TERMS OF THE CONCESSION RIGHTS
§ 45. This contract will come into force between the Part
starting from the
. and will take effect until the
.
This contract will be automatically renewed from time to
time at each deadline for 365 (threehundredsixtyfive) days, unless one of the two Parties will decide not to renew
it and will send to the other Party a letter informing about the fact that the
contract will not be renewed, at least 90 (ninety) days before the deadline.
TITLE XIII ARBITRATION CLAUSE
AND COMPETENT COURT
§ 46. This contract is draft in original in
English.
Any possible controversies arising from
this contract will be ultimately settled according to the Regulation of
Law .
TITLE XIV CONTRACT ALTERATIONS AND DEFERRING
PROVISIONS
§ 47. This contract formalize the entirety of the agreements
between the Parties related to the objet it deals; any alterations or revisions
of the above contractual provisions will
be previously agreed in writing between the Parties.
§ 48. None of the Parties will be responsible for any loss,
damage, or delay caused by fires, flooding, acts of God, strikes or any other
similar circumstances.
§ 49. For the purposes of this contract, the Parties
recognize as their own domicile:
-
The
supplier TCG
..
-
The
distributor
..
Any conceivable modification will take effect
for the other Party at least at the 16° (sixteenth) day after the receipt of a
returned letter.
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the Distributor |
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