Exhibit 10.4
[LOGO]
DISTRIBUTION AGREEMENT
between
PEPC WORLDWIDE NV
and
[DEALER]
This document is confidential. Neither the DISTRIBUTION AGREEMENT itself
nor information contained in it may be reproduced or passed to third parties
without the written permission of PEPC WORLDWIDE NV
(C) PEPC APRIL 2002
AGREEMENT
Parties
1. PEPC Worldwide NV, a company with limited liability incorporated and
existing under the laws of [country], with its principal place of business
in [city], [country], herewith duly represented by [Mr./Mrs.
_________________] hereinafter referred to as "PEPC;"
and
2. [Dealer], a company with limited liability incorporated and existing under
the laws of [country] with its principal place of business in [city],
[country], herewith duly represented by [Mr./Mrs. _______________]
hereinafter referred to as "[Dealer]," PEPC and [Dealer] hereinafter
collectively referred to as the "Parties."
RECITALS
I PEPC, through its affiliated companies, has developed a newspaper vending
unit and printer (the "Unit"), which is capable of printing a newspaper's
latest edition available on demand.
II [Dealer] has demonstrated his ability to install and service the Unit and
to identify and contract targeted companies, in his designated territory
that may offer facilities to install and exploit the Unit.
Agreement
Article 1 Appointment as distributor
1.1 [Dealer] is appointed by PEPC as retailer for the territory of [territory],
(the "Territory").
1.2 For the term of this agreement [Dealer] is authorized by PEPC to
independently resell, install and service Units in the Territory.
1.3 Parties acknowledge that they are independent contractors and that this
agreement does not aim to create an agency, joint venture, partnership or
employer-employee-relationship between them.
Article 2 Sale and delivery of Units
2.1 Any purchase order (the "Order") of [Dealer] will result in a sale by PEPC
and a purchase by [Dealer] of a Unit after written acceptance of the
purchase order by PEPC only.
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2.2 The delivery of the Unit will be completed after the offering of a Unit at
the destination stipulated with the Order.
Article 3 Unit purchase price
3.1 The Unit Purchase Price, as specified in the Dealer Business Model is, if
not agreed upon otherwise, inclusive costs of Free Airport Transport and
Freight Insurance. As a result of changing market conditions and Unit
component prices, PEPC reserves the rights to amend the Unit Purchase
Price. PEPC will notify [Dealer] in writing of such price change at least
30 days prior to the price change date.
3.2 The purchase price amount is due at the date of acceptance of the Order by
PEPC. [Dealer] is in default if the purchase price is not received by PEPC
within thirty (30) days after invoice date.
Article 4 Unit reselling price
4.1 [Dealer] is entitled to a maximum Resell Xxxx Up of 20% over the purchase
price.
4.2 The Total Resell Price for each Unit sold by [Dealer] will include:
. Purchase Price
. Resell Xxxx Up
. Installation Costs
. Satellite Dish Installation Cost (including Coax Cable)
. Minimum one (1) year Service and Support Contract (to be executed by
[Dealer])
. Import Duty and other Country Specific Costs (if applicable)
Article 5 Unit Warranty
5.1 The Warranty period is [____] year (for Unit hardware and software) and
starts at the delivery date of the Unit at the premises of a customer of
[Dealer] (the "Warranty period"). [Dealer] must inspect the Units delivered
by PEPC upon arrival at the designated location and notify PEPC of any and
all defects, or imperfections of the Units during the Warranty period.
Article 6 Service and supplies
6.1 [Dealer] will repair or replace parts of the Unit within 8 business hours
after notification of defects or imperfections.
6.2 [Dealer] will handle all Unit Supplies Purchasing for its customers. Unit
supplies consists of: laser printer paper, toner and maintenance kit.
6.3 [Dealer] will be entitled to charge his customers a maximum of 5% of the
Unit Supplies Cost Price.
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Article 7 Cross Territorial Installation
7.1 In the occasion PEPC has determined to place a Unit directly or as a result
of a Cross-Territorial Corporate Deal, within the territory of [Dealer],
[Dealer] will install and service the Unit and handle the Unit supplies.
[Dealer] will be than entitled to a first year service fee and a satellite
dish installation budget as specified in the Dealer Business Model.
Article 8 Intellectual Property Rights
8.1 [Dealer] acknowledges that all intellectual property rights related to the
Units and Data are the exclusive property of PEPC and its partners and that
it will refrain from actions that may infringe these rights.
8.2 [Dealer] will only install and service the Unit and not carry out or
perform any technical, design, or other alterations or modifications to the
Unit.
Article 9 Confidential information/non-competition
9.1 [Dealer] agrees to maintain secret and confidential all information that it
may acquire from PEPC in the context of this agreement marked as
confidential or of which [Dealer] should reasonably understand that such
information is confidential. All information contained in or about the Data
and the Unit must be regarded as Confidential Information.
9.2 [Dealer] will not conduct or initiate any activity or enter into any
agreement of which [Dealer] should reasonably understand that such conduct,
initiative or contract may be detrimental to the (commercial) success of
PEPC in the Territory or the Unit located at the premises of Customers.
Article 10 Breach of Contract, force majeure
10.1 In the event PEPC fails to perform any of its principal obligations under
this Contract, [Dealer] shall notify PEPC in writing of such
non-performance. [Dealer] will allow PEPC two (2) weeks to complete its
performance upon receipt of such notification. In the event of such
termination PEPC is not liable for possible losses or damages that may be
suffered as a result of termination of this Contract by PEPC.
10.2 No party shall be liable to the other for its failure to perform any of its
obligations under this Contract during any period in which such performance
is delayed by circumstances beyond its reasonable control including, but
not limited to, fire, flood, war, embargo, strike, riot, inability to
procure Data, materials and transport facilities, the intervention of any
governmental authority or any other cause beyond the reasonable control of
a party. If any cause, establishing force majeure as described above, shall
continue for more than sixty (60) days, the party injured by the inability
of the other to perform shall have the right to terminate this Contract
upon first written notice.
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Article 11 Term of Agreement
11.1 The Contract term is set for an indefinite period and enters into force
upon signing date of this agreement.
11.2 Parties may terminate this agreement upon written notice as of the first of
a calendar month, observing a three (3) months notice term.
11.3 PEPC is entitled to terminate this Contract upon first written notice with
immediate effect under the exceptional circumstance that [Dealer] applies
for its own bankruptcy or suspension of payment, is declared bankrupt or
has been granted suspension of payment.
Article 12 Applicable law and dispute settlement
12.1 Any dispute arising from or in connection with this agreement shall be
submitted to the competent court in [City], [Country].
12.2 This Contract is construed and governed by the laws of [Country]. For the
understanding of the content of this Contract the English term used herein
is decisive.
Article 13 Miscellaneous
13.1 No alteration of this Contract shall be valid or binding on either Party
unless agreed to in writing by both Parties.
13.2 This agreement is Non-Transferable.
Signing date: [day-month-year]
Signed in duplicate by:
1. PEPC 2. [Dealer]
__________________________ __________________________
name: name:
title: title:
place: place:
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