EXHIBIT 10.4
SUBDISTRIBUTOR AGREEMENT
This Subdistributor Agreement ("Subdistributor Agreement") is made on 1st
day of March, 2005 by and between RX USA Marketing and its successors (the
"Company"), and Brampton Crest International, Inc. (the "Brampton").
RECITALS
A. The Company entered into a Distributor Agreement with Dermazone
Solutions on July 13, 2004 (the "Distributor Agreement"), a copy of which is
attached hereto as Attachment A, and such Distributor Agreement remains in full
force and effect as of the date herein.
B. The Company wishes and Brampton agrees to be a Subdistributor pursuant
to the terms and conditions of that Distributor Agreement and the parties wish
to memorialize this agreement.
NOW THEREFORE, in consideration of the mutual promises, representations,
warranties and covenants contained herein, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged,
the parties hereto, each intending to be legally bound, hereby agree as
follows:
1. Appointment as Subdistributor. The Company hereby appoints Brampton as
its Subdistributor pursuant to the terms and conditions of the
Distributor Agreement and Brampton accepts such appointment and agrees
to the terms and conditions of the Distributor Agreement.
2. Term. The appointment as a Subdistributor shall continue as long as
the Distributor Agreement remains in full force and effect or until
(a) the parties, by mutual written consent, agree to terminate this
Subdistributor Agreement; or (b) Brampton, by 10 days written notice
to the Company, no longer intends to be a Subdistributor pursuant to
this Subdistributor Agreement.
3. Product Costs. The pricing of the products available to be sold
pursuant to the Distributor Agreement shall be determined by the
parties herein and attached hereto as Schedule A, such Schedule A to
be revised by mutual written consent of the parties proportionate to
the pricing modifications of the products.
4. Notices. All notices, requests, demands and other communications
required or permitted under this Subdistributor Agreement shall be in
writing, and shall be deemed to have been duly given (1) on the date
of delivery, if delivered personally, or sent by facsimile by 5:00
p.m. local time at the place of delivery on such date, followed by an
original delivered by first class mail, registered or certified,
return receipt requested, postage prepaid, to the party to whom notice
is to be given, (2) within 72 hours after mailing, if mailed to the
party to whom notice is to be given, by first class mail, registered
or certified mail, return receipt requested, postage prepaid, or (3)
on the following day if sent by a nationally recognized overnight
delivery services, in each case, properly addressed to the party at
his address set forth on the signature page of this Subdistributor
Agreement or any other address that any party may designate by written
notice to the others.
5. Power and Authority. Each party hereto hereby covenants and represents
to the other party that the first party has the full power and
authority to enter into this Agreement, and that entering into this
Subdistributor Agreement will not violate any law, statute, ordinance
or contractual provision in any way.
6. Authority. The parties hereto acknowledge and agree that this
Subdistributor Agreement does not create a fiduciary relationship
between Brampton and the Company, that Brampton shall be an
independent contractor with respect to the Company, and that nothing
in this Subdistributor Agreement is intended to constitute or appoint
Brampton as an agent, legal representative, partner, employee or
servant of the Company for any purpose whatsoever.
7. Waiver, Governing Law, Venue. No waiver by either party hereto at any
time of any breach by either party hereto of any condition or
provision of this Subdistributor Agreement shall be deemed a waiver of
any subsequent breach of this Agreement. The validity, interpretation,
construction and performance of this Subdistributor Agreement shall be
governed by the laws of the State of Florida, and venue for any action
brought hereunder shall lie exclusively in the state or Federal courts
located in Miami-Dade County, Florida. The parties hereto hereby
consent to the exclusive jurisdiction of any such court and hereby
waive (a) any objection to such venue, including, without limitation,
an objection based on the assertion that this venue constitutes an
inconvenient forum, and (b) any objection to personal service of any
and all process upon them and consent that all such service of process
be made by mail in accordance with the notice provisions contained
herein.
8. Validity, Integration, Oral Termination, Modification. The invalidity
or unenforceability of any provision of this Subdistributor Agreement
shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect. This
Subdistributor Agreement contains the final, complete and exclusive
expression of the understandings between the parties regarding the
matters discussed herein and supersedes any prior agreement or
representation, oral or written, by either party. This Subdistributor
Agreement cannot be changed or terminated orally. Any amendment or
modification of this Subdistributor Agreement or any provision of it
will be valid and effective only if it is in writing and signed by or
on behalf of each party to this Agreement.
9. Headings. The titles and headings preceding the text of the sections
of this Subdistributor Agreement have been inserted solely for the
convenience of reference and neither constitute a part of this
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Subdistributor Agreement nor affect its meaning, interpretation or
effect.
10. Counterparts. This Subdistributor Agreement may be executed by the
parties in one or more counterparts, each of which when so executed
shall be an original and all such counterparts shall constitute one
and the same instrument. Confirmation of execution by electronic
transmission of a facsimile signature page shall be binding upon any
party so confirming.
IN WITNESS WHEREOF, the parties hereto have executed this Consulting
Subdistributor Agreement as of the date first above written.
BRAMPTON
Brampton Crest International, Inc.
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By:
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Title:
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Address:
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THE COMPANY
RX USA Marketing
By:
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Title:
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Address:
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Attachment A
Distributor Agreement
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Tuesday, July 13, 2004
Distributor Agreement between RX USA Marketing and
Dermazone Solutions.
1. RX USA Marketing will be a distributor of all Dermazone Solutions products
in the South Florida market.
2. RX USA Marketing wil continuet o pay 50% of wholesale price for the
Lyphazome product line. Payment will be made on credit card at time of
order.
3. RX USA Marketing will pay 60% of wholesale price on the Celazome product
line and paymetn will be on credit card at the time of order.
4. Dermazone Solutions will supply marketing materials to RX USA Marketing,
i.e. samples and brochures and testers at 5% of the total purchase order.
the variety or each type of free goods will be the choice of teh
Distributor and subject to availability.
5. Dermazone Solutions will give RX USA Marketing any leads (Local tradeshows)
that are in the South Florida market, Monroe, Dade, Broward, Palm Beach,
and Xxxxxx gcounties. To benefit the growth of RX USA Marketing.
6. Dermazone Solutions will only deal with Xxxxxxx Xxxxxxxx, President; as the
sole representative for RX USA Marketing and will keep all business
confidential.
7. Dermazone Solutions will give RX USA Marketing the best possible rates when
charging for shipping.
8. Dermazone Solutions will not sell directly to any RX USA Marketing accounts
that buy Dermazone products directly from RX USA Marketing to ensure good
business relationships.
9. RX USA Marketing will be responsible for their expenses; i.e. gas, tolls &
travel.
10. No waiver or modifications of the terms of this Agreement shall be valid
unless contained in writing signed by both parties.
/s/ Xxxxxxx Xxxxxx /s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxx Xxxxxxx Xxxxxxxx, President
Director of Business Development
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Schedule A
Pricing Schedule
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