DISTRIBUTION AGREEMENT
This Agreement is entered into this day of the 15th day of October
2004, and between X.X. Xxxx & ASSOCIATES (KOREA) LTD, with an address of 00X,
Xxxxxxxxxxxxx Xxxxxxxx, 00X, Xxxxxxxxxxx-0xx, Seodaemun-ku, Xxxxx, 000-000,
Xxxxx (Xxxx") and Samsung industry Co. Ltd, with a place of business at SF,
Xxxxxxx Xxxxxxxx, 00-00. Xxxxxx-xxxx, Xxxxxxxxxxx-xx. Xxxxx, Xxxxx
(Distributor").
1) Appointment- Xxxx hereby appoints Distributor as distributor of
XXXX-TEX(R) Industrial Sealant and GFO(R) Fiber Packing products, as
listed in the attached Exhibit A ("Products"). Distributor shall conduct
its business in the purchase and resale of the Products as a principal
for its own account and as its own expense and risk and expressly agrees
that no partnership, agency, or other relationship between Distributor
and Xxxx is intended or may be inferred from this Agreement.
2) Obligations of Distributor- Distributor shall use its best efforts to
sell and promote the sale of the Products in a businesslike manner by,
among other things, maintaining an adequate inventory of the Products,
promptly and courteously serving all customer accounts, distributing
promotional literature concerning the Products, and maintaining an
adequately-trained sales force of an appropriate size. All Products sold
by Distributor shall be in a clean and attractive condition.
3) Obligations of Xxxx- While this Agreement is in effect, Xxxx agrees (i)
not to enter into agreement with another person or entity to distribute
the Products, and (ii) provide Distributor with adequate supply of
Product information and literature, to assist Distributor in training
Distributor's sales representatives, and refer inquiries about the
Products to the Distributor.
4) Payment Terms/Security Interest- Xxxx'x most favorable credit terms are
not 30 days. Credit shall be extended to Distributor on an individual
basis based upon credit references and experience with Xxxx. Until and
unless Xxxx receives a payment in full for Products shipped to
Distributor, Xxxx shall have a security interest in all such Products in
Distributor's possession or their proceeds.
5) Price Changes- Xxxx agrees to give Distributor written notice of any
change in prices for any of the Products. Xxxx will accept and honor
purchase orders placed by Distributor for Products at the old price
levels prior to the effective date of the price change only if a) such
purchase orders are actually received by Xxxx prior to the effective date
of the price change, b) the orders are for immediate shipment, and c) the
orders are for reasonable quantities. Xxxx reserves the right to reject
or limit any order received after a price change has been announced in
its sole and absolute discretion.
6) Trademark Usage- Distributor agrees that it will sell and deliver all
Products in a fashion which clearly display's Xxxx'x trademarks and trade
names, and that it will not sell or deliver any Products using any other
trademark or trade name. Xxxx xxxx or logo without Xxxx'x prior written
consent and that such consent shall only be given for advertising or
promotional literature and only after Xxxx has approved the literature
and the manner in which a Xxxx name, xxxx or logo is used in the
literature.
7) Quantities/Shipments- Xxxx may from time to time establish initial
stocking order requirements, minimum order quantities, and surcharges for
drop shipments of the Products requested by Distributor.
8) Intended Use/Marking- Distributor shall not knowingly sell Products
covered by this Agreement for any use which is not within Xxxx'x intended
use of the Product. All Products said by Distributor under this Agreement
shall bear same marking clearly indicating and identifying Xxxx as the
manufacturer of the product. If a Product does not bear such designation,
Xxxx will supply Distributor with labels which shall be affixed to the
packaging of the Product before delivery to the Distributor's customers.
9) Warranties- Xxxx warrants that all Products sold to Distributor will be
free from defects in workmanship or material for a period (30) days from
the date of their shipment by Xxxx. Distributor's sole remedies for any
breach of the warranty set forth above shall be, at Xxxx'x sale and
exclusive option, replacement of any defective Product or a refund of the
price paid for the price paid for the Product. EXCPECT AS EXRESSLY SET
FORTH ABOVE, THERE ARE NO WARRANTIES, EXPRSS OR IMPLIED. MADE CONCERNING
THE PRODUCTS AND ALL IMPLIED WARRANTIES. INCLUDING BUT NOT LIMITED TO,
ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE ARE
HEREBY EXPRESSLY DISCLIMED.
10) Competitive Products- While this Agreement is in effect, Distributor
shall not compete against Xxxx or sell goods from other sources that
perform same or similar functions as the Products. If any question exists
as to whether a sale of goods from another source would violate
Distributor's obligations under the preceding sentence, Xxxx in its sole
discretion, shall make a reasonable determination, and Distributor shall
comply with Xxxx'x determination.
11) Term/Renewal- Unless terminated under Section 12 below, this Agreement
shall be effective for one year, commencing on the date the Agreement is
signed by both parties. If Distributor purchases US$500,000 worth of
Products during the one-year term, the Agreement will be extended for
another year and the purchase volume shall be increased to US$1,000,000
for the second year. If the second year volume requirement is met, this
Agreement will be extended for a third year.
12) Termination- Either party may terminate this Agreement at any time, with
or without cause; by giving written notice by ordinary mall to the other
party. Any such termination shall take effect thirty (30) days after
notice is mailed by the party giving notice. In the event of any such
termination, Xxxx agrees to fill all purchase orders received by it prior
to the date such notice was given, and Distributor agrees to pay for all
Products ordered by it prior to the date such notice was given.
13) Entire Agreement- This Agreement, including Exhibit A, represents the
entire agreement between Xxxx and Distributor concerning its subject
matter. Any and all prior agreements, correspondence, understandings, or
discussions between the parties shall have no further force or effect
once this Agreement has been signed. This Agreement may be amended or
modified only by a written instrument signed by both parties. This
agreement is written in English and translated to Korean. In the event of
any Inconsistency between the English and Korean versions, the English
version shall control.
Samsung Industry Co., Ltd
By:/s/ CHUL XXX XXX
-------------------
Name: Xx. Xxxx Xxx Lim
Date: October 15, 0000
X.X. XXXX & ASSOCIATES
(KOREA) LTD.
By:/s/ IN XXX XXX
-------------------
Name: Mr. In Xxx Xxx
Date: October 15, 2004
