DISTRIBUTION AGREEMENT
This agreement is made the 1 st of May 2001 between:
(1) MycoBiotech Pte Ltd
00 Xxxxxxx Xxxx xxxxx #00-00 Xxx Xxxxxx Xxxxxxxxx ~' " ~,clence Park 1 Xxxxxxxxx
000000 hereinafter referred as "MB"
and
(2) A. Clouet (Australia) Pty
0/00 Xxxxxxxxxx Xxxx, Xxxxxx Xxxx, XXX 0000, Xxxxxxxxx, hereinafter referred as
"ACA"
WHEREAS
"MB" grants exclusive distributorship of its Everbloom range of products,
including sauces, essence of Shiitake, Linzir and mushroom crunchies, for the
Australian and New Zealand markets to "ACA" under the following understanding:
"ACA" will perform its best efforts to sell and promote the range through
traditional or alternative channels. "MB" sells its range at an agreed FOB
Singapore price structure in S$ dollars. All changes in price structure can only
accepted after 1-month notice. "ACA" is entitled to purchase a "last bite"
quantity equivalent to 2-month sales.
"MB" will comply with all Australian labelling regulations and adapt packaging
if required at no extra cost. "MB" will support all registration cost to
specific Australian bodies (eg Therapeutic Goods Administration) if it wishes
so. Such registration might be necessary to penetrate certain specific
distribution channels.
All products send to Australia must have a shelf life at departure of no less
than 1 year. "ACA" will have sole responsibility to market the products as it
deems necessary (i.e. product range selection, market price st.n.~.cture,
distributicm channels, customers trading terms, gross margin).
"MB" will freely supply "ACA" with existing "Everbloom" POSM (poster, display,
cards, brochures, wobblers, etc) Payments terms: 60 days after date of invoice.
"ACA" has no product liability and no potential liability in respect 0fthe
products and "MB "agrees to indemnify and holds "ACA" harmless against any and
all liabilities imposed against "ACA" in any way relating to or arising out of
(i) a material breach "MB" of this agreement or the gross negligence or wilful
misconduct or fraud of"MB" in carrying out its obligation; (ii) any defect in
the quality or performance of any product unless the defect was caused by "MB"
or (iii) the alleged infringement by any product of any patent, trademark or
other proprietary right of any third party unless the alleged infringement was
caused by "MB".
"ACA" agrees to indemnify and holds "MB" harmless against any and all
liabilities imposed against "MB" in any way relating to or arising out of (i) a
material breach "ACA" of this agreement or the gross negligence or wilful[
misconduct or fraud of -" ACA" in carrying out its obligation; (ii) defect in
the quality or performance of any product caused by "ACA" due to (a) Bad storage
at "ACA" warehouse (improper temperature, humidity, sanitary, contamination) or
(b) sale of expired stock or (iii) alleged infringement by any product of any
patent, trademark or other proprietary right of any third party caused by "ACA"
..... In case of change of distributorship, "MB" will" - Give "ACA" a 3 month
notice - Re-purchase all stocks and returns from trade to "ACA" within the
period of 4 months starting from the date of the notice of "changing
distributorship" In case of dispute, the applicable laws and courts are those of
Singapore. Accepted and agreed on the 1 st of May 2001 by: MycoBiotech Pte Ltd
Xxx Xxx President A. Clouet ~A~stralia) Pty Ltd / i Arnaud Vasset General
Manager
