dita inc.
DISTRIBUTOR AGREEMENT
1) Dita Inc., a Nevada Corporation, Hereinafter referred to as "Manufacturer"
and Levante, a corporation duly organized under the laws of Japan, Hereinafter
referred to as "Distributor", agree as follows:
RECITALS
Manufacturer and Distributor intend to enter into this Agreement hereinafter
referred to as "Agreement" dated September 1, 1999 for distribution of Dita Inc.
products based upon the items two (2) through (14) defined below:
2) TERM: The term of this Agreement hereinafter referred to as "Term", commences
on the date of this agreement and expires August 31, 2002. Manufacturer agrees
to give Distributor first right of negotiation for an extension of this
Agreement only if Distributor has met the minimum order requirements as set
forth below (see Attachment "B") and is in full compliance with all the terms of
this Agreement.
3) APPOINTMENT: For the Term of the Agreement, on the following terms and
conditions, Manufacturer, appoints Levante, as the exclusive distributor for the
Territory of Japan, Hereinafter referred to as "Territory", and for that
purpose, Manufacturer agrees to sell to Distributor, and Distributor agrees to
purchase Dita Products in bulk at wholesale cost for distribution in the
Territory. Distributor agrees not to purchase for resale or to represent as
Sales representatives or otherwise, any goods competitive with Dita Inc.
products during the Term of this Agreement with out Manufactures prior written
approval which will not be unreasonable withheld.
4) PURPOSE: Manufacturer and Distributor agree that Dita Inc. goods are high
quality premium priced goods and that Manufacturer's primary purpose is to
create and increase markets for Dita Inc. products through high-end specialty
stores. Distributor agrees to distribute Dita Inc. products only through
high-end boutiques, optical stores and streetware/specialty stores and to
represent the Dita Inc. Image according to Dita Inc.'s marketing policy. At no
time are Dita products to be sold to discount or low image stores. Dita reserves
the right to preapproval all stores in which it's products are being sold.
5) TRADEMARK USAGE: Manufacturer grants Distributor, the non exclusive right and
license during the Term of this Agreement to use "Dita" related trademarks
according to the Marketing Policy of Dita, Inc., only in the Territory as
described above. Distributor agrees that Manufacturer reserves and retains any
and all rights to
Exhibit 10
Page 1 of 5 Pages
the Dita Inc. name, tradename, and or trademarks. Upon Termination of this
Agreement, Distributor agrees to cease using all Dita Inc. trademarks except to
sell any then remaining inventories of Dita products products in Territory.
Distributor agrees that at no time is the Dita trademark to be used in the sale
of any product that has not been preapproved in writing by Dita Inc.
6) INDEPENDENT CONTRACTORS: Distributor and Manufacturer are independent
contractors. neither is the agent of or has any authority to impose any
obligation or liability for the other. Neither may assign any right or duty
under its Agreement (Voluntarily or by change of ownership control) without
prior written consent of the other. Distributor is responsible for paying all
expenses of and taxes on Distributor's activities, and is responsible for
managing and compensating all employees of Distributor and any other sales
representatives and subcontractors Distributor retains. Distributor agrees not
to make any representation or warranty concerning Manufacturer's goods except to
the extent authorized in advance in writing by an officer of Manufacturer.
7) TERMS OF SALE: All sales of goods by Manufacturer to Distributor will be on
the following terms and conditions.
(7a) Prices, quantities, styles and special characteristics of the goods will be
specifically negotiated and included in each applicable purchase order. No
purchase order will be deemed effective unless and until Manufacturer has
formally accepted the order in writing.
(7b) Freight, delivery, risk of loss, damage and destruction of the goods, and
Insurance are the sole responsibility of Distributor. All shipments are F.O.B.
Dita Inc. warehouse located at 0000 Xxxxxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000, and
all related costs of delivery are borne by Distributor. Distributor is
responsible for paying all income taxes and all other taxes, licenses, duties,
brokerage fees, customs house and any other import expenses, freight, and all
other expenses related to purchasing products from Manufacturer.
(7c) To the extent that payment terms are not expressly stated on the applicable
purchase order confirmation issued by Manufacturer, payment of the full and
other invoiced amounts for each purchase order is due in full by irrevocable
letter of credit drawn on a United States Bank acceptable to Manufacturer and
paid in US Dollars payable on or within fifteen (15) days after shipment date
unless otherwhise approved by Manufacturer in writing. A letter of credit or
some other means of capital acceptable to manufacturer, must accompany any and
all purchase orders turned into Manufacturer by Distributor for formal
acceptance of the purchase order.
Exhibit 10
Page 2 of 5 Pages
(7d) Shipments and delivery times will be in accordance with manufacturer's
normal operating practices and Manufacturer will not be liable for delay in or
failure of performance due to cause beyond its reasonable control including but
not limited to force Majeure. In accordance with common practice in the United
States optical industry, Manufacturer may at times change or discontinue
manufacture or sale of any goods, model, style, or other characteristics of the
Goods, and may cancel or reduce quantities covered by any purchase order with
prior written notice. Manufacturer agrees to reduce annual minimum for delays in
shipments made in accordance with general ordering procedures which are as
follows: 90 day minimum for all orders.
8) TERMINATION: This agreement may only be terminated by a non breaching party
upon a material breach of this Agreement. A material breach is any action that
violates any of the terms of this agreement. The non breaching party has the
right but is not obligated to terminate this Agreement upon a material breach of
this Agreement. Termination becomes effective after 30 days written notification
to the breaching party via registered or certified mail. Upon termination, this
Agreement will be deemed satisfied in full as follows:
(8a) If either party gives notice of termination of this Agreement as specified
in Section "8" of this agreement, all purchase orders with respect to Goods not
yet shipped, except orders for which a Letter of Credit has therefore been
delivered to Manufacturer will be deemed canceled unless otherwise Agreed upon
by both parties. Distributor Agrees to Pay Manufacturer any and all amounts due
for goods shipped prior to the date termination notice was given.
9) YEARLY MINIMUM: Distributor agrees to purchase the minimum amount of Dita
Inc. products as described in Attachment B of this Agreement. However,
Manufacturer agrees to reduce yearly minimum in the case that is unable to meet
orders made by Distributor placed a minimum of 90 days in advance in compliance
with the terms of sale conditions specified in Section 7 of this agreement.
10) SAMPLES: Distributor agrees to purchase all necessary Samples at wholesale
cost of each sample purchased.
11) SCHEDULING: Distributor agrees to comply with the Dita, Inc.'s schedule of
ordering, payments ect... as established by Manufacturer. Both parties agree
that it is very important that all orders and payments are made on time in order
for Manufacturer to ship accepted orders on time.
12) MARKETING/ADVERTISING: Distributor agrees to pay for and implement marketing
and advertising campaign for it's respective territory. The aforementioned ad
campaign will consist of a minimum of 8% of Gross Sales. Distributor further
agrees to
Exhibit 10
Page 3 of 5 Pages
provide Manufacturer a proposed marketing plan on an annual basis. All marketing
materials must be approved in advance by Manufacturer. It is the intention of
Manufacturer to cooperate positively with Distributor on all marketing
endeavors. Distributor will pay for any and all related costs of advertisements
i.e. computer graphic work, film output and shipment costs produced by
Manufacturer exclusively for Distributor.
13) CHANGE OF OWNERSHIP: In the case of ownership change of Manufacturer,
Manufacturer Agrees to include this Agreement as a clause of the change of
ownership contract. This Agreement will be honored in full for the term of this
Agreement regardless of any change of ownership control Manufacturer and is
binding upon any acquisitions in title and assigns of manufacturer.
14) GENERAL: This is the entire Agreement between Manufacturer and Distributor.
This Agreement supersedes and terminates all other previous Agreements between
the parties involved. This Agreement will be interpreted, construed and enforced
in accordance with the laws of the State of California.
Executed on Sept. 1-99 at:
Dita Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xx 00000
Acknowledged and Agreed:
Manufacturer: Distributor:
Dita Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xx 9028
/s/ Xxxx Xxxxxxx /s/ Xxxxxx Xxxxxx
------------------------------- ------- ---------------------
Signed: Xxxx Xxxxxxx President Dated: Signed:
Xxxxxx Xxxxxx
---------------------
Print/Type Name:
President
---------------------
Title:
9/1/99
---------------------
Dated:
Exhibit 10
Page 4 of 5 Pages
EXHIBIT "B"
STYLE MODLE # PRICE
Couture All 25% off U.S. whosale
Fashion All 25% off U.S. whosale
Opthamic All 25% off U.S. whosale
YEARLY MINIMUM QUANTITY: No Yearly minimum for the first year of the agreement.
Yearly minimum for second and third years to be determined by mutual agreement
of both parties (3) month prior to the expiration of the first year.
Exhibit 10
Page 5 of 5 Pages