DISTRIBUTION AGREEMENT
Exhibit
10.1
THIS
AGREEMENT is made and entered into this 22nd day of
January, 2009 by and between Samsung Electronics Argentina S.A., a corporation
organized and existing under the laws of the Argentine Republic, domiciled at
Xxxxxxxx 547 – 3 Piso, (1106) Buenos Aires, Argentina (hereinafter referred to
as "SEASA") and Infosonics Corporation, a corporation organized and existing
under the laws of the E.E.U.U. , domiciled at 0000 Xxxxxxxxx Xxxxx Xxxxx #000,
Xxx Xxxxx, XX 00000 and Infosonics S.A. , a corporation organized and existing
under the laws of the Uruguay Republic , domiciled at Xxxxx Xxx, 0000,
Xxxxxxxxxx, Xxxxxxxxx Oriental del Uruguay (hereinafter referred to as
"DISTRIBUTORS").
WITNESSETH:
WHEREAS,
SEASA is engaged, by itself or through
affiliated companies, in the manufacture and sale of cellular handsets and
accessories, which intends to market in the TERRITORY hereinafter set
forth,
WHEREAS,
DISTRIBUTORS are engaged in the business of importation and distribution of
products in the TERRITORY and desires to deal in and sell the products and its
accessories in the TERRITORY; and
WHEREAS,
SEASA is desirous of granting to the DISTRIBUTORS the non-exclusive right to
distribute the products in the TERRITORY and the DISTRIBUTORS are willing to
accept it.
Now,
THEREFORE, in consideration of the mutual covenants hereunder set forth, the
parties hereto agree as follows:
Article
1. Definitions.
When used
in this Agreement, each of the following terms shall have the meaning attributed
to it below.
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(a)
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“Affiliate”
shall mean any entity that directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control
with SEASA.
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(b)
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"Agreement"
means this Agreement, any written amendment and any exhibits or schedule
thereto and all references to "herein"; "hereunder" or "hereof" shall
refer to this entire Agreement.
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(c)
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"Notice"
shall mean a notice given in accordance with the terms of Article 18 of
this Agreement.
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(d)
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"PRODUCTS",
shall mean cellular handsets and accessories, as decided by SEASA from
time to time.
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(e)
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“SEASA” shall have the meaning set forth on the introductory paragraph. However, if DISTRIBUTORS purchases the PRODUCTS to an Affiliate of SEASA, all references in Articles 2 to 23 to SEASA will be deemed as if they were referred to such Affiliate. |
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(f)
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"SEASA's
Trademarks" shall mean those trademarks, trade names, slogans, labels,
logo and other trade identifying symbols whether registered or not in the
TERRITORY which are developed and used by SEASA in connection with any of
the PRODUCTS to be sold by the DISTRIBUTORS pursuant to this
Agreement.
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(g)
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"TERRITORY"
shall mean the Argentine
Republic and Uruguay.
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Article
2. Distributorship.
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2-1
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SEASA
hereby grant to DISTRIBUTORS a non-exclusive right to distribute the
PRODUCTS in the TERRITORY during the term of this Agreement and subject to
the provisions and conditions hereinafter set
forth.
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2-2
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DISTRIBUTOR
shall buy and sell in its own name and for its own account and shall act
as independent trader with regard to both SEASA and the customers of
DISTRIBUTORS. Nothing in this Agreement shall authorize DISTRIBUTORS to
engage in transactions in the name of SEASA or in any manner, which may
create any obligations or liabilities on the part of
SEASA.
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2-3
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This
Agreement shall not operate or be construed to create any exclusive
relationship between the parties. SEASA shall have at any time the right
to sell to any other person within the TERRITORY upon such terms and
conditions as are acceptable to SEASA in its sole discretion. DISTRIBUTORS
shall have no right or interest, including third party beneficiary or
“most-favored nation” interest or rights, in any transaction or agreement
between SEASA and any person within the
TERRITORY.
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Article
3. Orders.
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3-1
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SEASA
shall sell the PRODUCTS to DISTRIBUTORS for resale in the TERRITORY in
accordance with the terms and conditions of each sales contract to be
separately agreed and fixed between the parties provided that, unless
agreed otherwise, this Agreement shall be
applicable.
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3-2
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No
sales contract shall be binding unless and until accepted by
SEASA.
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3-3
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SEASA
shall use its best efforts to accept any reasonable order regarding the
PRODUCTS placed by the DISTRIBUTORS provided that SEASA shall be entitled
to reject DISTRIBUTOR's order or any part thereof
when:
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a)
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The
PRODUCTS are not available or sufficient enough to fill the order placed
by the DISTRIBUTOR, or all the orders placed by the DISTRIBUTORS and other
customers; or
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b)
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SEASA
have discontinued the manufacture or sale of the PRODUCTS ordered at the
time the order is received; or
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The
DISTRIBUTORS have committed a material breach under this
Agreement.
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3-4
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SEASA
shall use its best efforts to meet the delivery dates set forth on the
accepted orders. In the event of a shortage of the PRODUCTS, SEASA shall
apportion its available supply among its customers, as it deems
convenient. DISTRIBUTORS may cancel by delivering a written notice to
SEASA, any order if the delivery date has not been met for more than sixty
(60) days, without charge.
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3-5
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Except
as set forth on 3-4 above, neither DISTRIBUTORS nor SEASA shall rescind or
amend any order, which has been accepted by SEASA without written consent
of SEASA.
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3-6
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DITRIBUTOR
will place orders for the PRODUCTS by way of written or electronic
purchase orders. No order from DISTRIBUTORS are binding on SEASA until
SEASA issues an acknowledgment and acceptance to the DISTRIBUTORS for such
order. SEASA shall have ten (10) business days to accept such order.
If SEASA does not accept in writing within such term, then such
order will be deemed as rejected by
SEASA.
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3-7
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When
placing orders DISTRIBUTOR shall give SEASA a ninety (90) days notice in
advance, with a fixed purchase order for three months plus a non-binding
forecast for the forthcoming two months (i.e. seventh and eighth months as
of the notice). DISTRIBUTORS may increase the quantity of such orders for
the fixed or forecasted months subject to written acceptance by
SEASA.
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3-8
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All
orders will be shipped to DISTRIBUTORS FOB from the respective Samsung
Electronics Co. Ltd. manufacturing or warehouse facility. All cost of
freight, insurance and any other shipping expenses from FOB point, as well
as any special packaging expenses requested by DISTRIBUTORS, shall be
borne by DISTRIBUTORS. In addition, DISTRIBUTORS will be responsible to
(i) obtain all licenses required to import the PRODUCTS into the TERRITORY
and (ii) clear the PRODUCTS through local customs promptly upon arrival at
the TERRITORY, and (iii) pay all customs duties and other charges assessed
on such PRODUCTS in the TERRITORY. Risk of loss will pass to DISTRIBUTORS
upon delivery to DISTRIBUTORS at FOB point as specified in this
Section.
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Article
4. Independence of parties
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4-1
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It
is expressly agreed that the relationship hereby established between SEASA
and the DISTRIBUTORS are that of a supplier and a purchaser. The
DISTRIBUTORS are an independent contractor and does not have authority to
cause SEASA to act in any way, or to represent that SEASA is in any way
responsible for the acts of the DISTRIBUTORS. This Agreement does not
establish a joint venture, agency or partnership between the parties, nor
does it create an employer/employee
relationship.
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4-2
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SEASA
shall not be responsible for the acts or defaults of the DISTRIBUTORS or
its employees or representatives or its appointed sub-distributors or
retailers and the DISTRIBUTORS hereby agrees to indemnify and to hold
SEASA harmless from any and all claims of any nature whatsoever arising
there from.
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4-3
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DISTRIBUTORS
represents that it complies with all local labor laws related to the
performance of its obligations hereunder and that it has its own labor
force sufficiently trained to comply with its obligations. DISTRIBUTORS
accepts that it alone is liable for any obligations and liabilities that
may arise between DISTRIBUTORS and its employees or workers as a result of
its obligations hereunder including, without limitation, social security
contributions, individual or collective claims, employee's withholding
taxes and similar issues. DISTRIBUTORS agrees that there is no contractual
relationship between SEASA and DISTRIBUTOR's employees and workers and
will hold harmless SEASA for any related
claim.
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Article
5. Prices and payment
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5-1
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SEASA
will sell the PRODUCTS to DISTRIBUTORS at the reasonable prices SEASA
normally sells to its other non-exclusive distributors from time to time.
To that end, SEASA shall provide DISTRIBUTORS with pricing schedules
within 10 business days upon request by
DISTRIBUTORS.
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5-2
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SEASA,
at its sole discretion, may change the prices of the PRODUCTS provided
that such change of prices shall become effective and applicable to each
sales contract to be effected between the parties as from the date SEASA
notifies the DISTRIBUTORS and to be applicable to each sales contract
pending of shipping, unless otherwise specified
therein.
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5-3
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The
DISTRIBUTORS shall cause an irrevocable and confirmed letter of credit
without recourse, available against SEASA's draft at sight, to be opened
for each sales contract through a leading bank acceptable to SEASA at
least 30 days prior to the date of each shipment of the PRODUCTS.
DISTRIBUTORS will pay all banking and similar charges incurred in
connection with any of these
payments.
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5-4
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If
the DISTRIBUTORS fail to provide such letter of credit, SEASA shall have
the option of reselling the PRODUCTS in any country, holding the PRODUCTS
for the DISTRIBUTOR's accounts and risk and/or canceling the contract and
claiming for damages caused by the DISTRIBUTOR’s
default.
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| 5-5 | Seasa and DISTRIBUTORS may agree on other forms of payment, other than the one provided in 5-3 and 5-4 above. |
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5-6
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All
amounts payable by DITRIBUTORS to SEASA under this Agreement are exclusive
of any tax, levy or similar governmental charge that may be assessed by
any jurisdiction, whether based on gross revenue, the delivery, possession
or use of the PRODUCTS, the execution or performance of this Agreement or
otherwise, except for net income, net worth or franchise taxes assessed on
SEASA in or outside the TERRITORY. If a change in the laws of the
TERRITORY were to occur and such change has an adverse effect on the
amounts payable by DISTRIBUTORS, then the amounts payable by DISTRIBUTORS
shall be readjusted so that SEASA does not suffer a loss as a result of
such change in the law.
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Article
6. Risk and Property
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6-1
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Risk
in the PRODUCTS supplied by SEASA to DISTRIBUTORS will pass upon delivery
at FOB point. Titles and any rights in such goods supplied by SEASA shall
pass to the DISTRIBUTORS on payment in full to SEASA of the contract price
therefor.
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Article
7. Inspection and Claim
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7-1
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Within
one (1) month upon delivery of the PRODUCTS, the PRODUCTS may be inspected
by a DISTRIBUTOR's qualified agent in the TERRITORY at the DISTRIBUTOR's
cost and according to SEASA's standard "quality warranty". Should any
defects or shortage of the PRODUCTS been found upon inspection due to its
material failure to meet the standards of quality, DISTRIBUTORS shall give
a written notice to SEASA within 10 days upon inspection. If (i) such
written notice of claim for defects or shortages is accompanied by a proof
of damage certified by an authorized surveyor, (ii) such defects or
shortages are acknowledged by SEASA as attributable to the fault of SEASA
and (iii) such defects or shortages are not compensated by insurance; then
SEASA shall supply DISTRIBUTORS free of charge with new PRODUCTS or a new
part or parts thereof as the case may be to replace the defective PRODUCTS
or parts or to replace the missing parts, delivering the same at the port
of destination.
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7-2
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If
DISTRIBUTORS fail to carry out the inspection mentioned in 7-1 above or
fail to notify and/or to forward a claim within the period specified
above, the DISTRIBUTORS should be deemed to have waived any such
claim. However, DISTRIBUTORS shall have the rights set forth in
Article 8, but only regarding defects on workmanship or material of the
PRODUCTS.
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7-3
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SEASA
shall have no liability for any defects or shortages in the PRODUCTS that
have been caused by improper storage, warehousing or transport or by
neglect, abuse or improper use, maintenance, installation and repair
except when the PRODUCTS are under SEASA's
control.
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Article
8. Warranty
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8-1
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SEASA
warrants in accordance with SEASA's standard "quality warranty" that the
PRODUCTS sold by it to DISTRIBUTORS are free from defects in workmanship
or material for a period which will be indicated in each kind of the
product, from the delivery to the initial user or such other period as
decided by SEASA and notified to DISTRIBUTOR from time to time, to the
extent permitted by the applicable laws and
regulations.
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| This warranty does not apply to any PRODUCTS improperly repaired, changed or altered in any way; or subjected to misuse, abuse, negligence, or accident by any person other than SEASA; or used in violation of instructions furnished by SEASA; or normal wear and tear. |
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8-2
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THE
WARRANTIES STATED IN THIS ARTICLE ARE THE ONLY WARRANTIES MADE BY SEASA IN
CONNECTION WITH THE SALE OF THE PRODUCTS HEREUNDER. ANY AND ALL OTHER
WARRANTIES AND/OR GUARANTEES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT
LIMITED TO ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR PARTICULAR PURPOSE, ARE HEREBY EXPRESSLY DISCLAIMED BY
SEASA.
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Article
9. Limitation of Liability
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9-1
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IN
NO EVENT SHALL SEASA BE LIABLE TO DISTRIBUTOR FOR LOSS OF PROFITS OR OTHER
CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, INJURY TO PERSON OR
PROPERTY, LOSS OF USE OF THE PRODUCTS, AND SHALL SEASA’S AGGREGATE
LIABILITY TO DISTRIBUTOR OR ANY THIRD PARTY ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, WHETHERE IN CONTRACT, TORT (INCLUDING
NEGLIGENCE), OR OTHERWISE, EXCEED THE MONEY PAID BY DISTRIBUTOR TO SEASA
UNDER THIS AGREEMENT.
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Article
10. Promotion and Advertising
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10-1
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The
DISTRIBUTORS agree that it will not, in promoting and selling the PRODUCTS
make any representation or give any warranty with respect thereto other
than those set forth in the catalogues and leaflets provided by SEASA,
and/or the standard terms and conditions of warranty of the PRODUCTS
hereunder or provided in writing by SEASA, or as may otherwise be
authorized in writing by SEASA, unless required by
law.
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Article
11. Trademark and other Rights.
11-1 SEASA
authorizes DISTRIBUTORS to use non-exclusively Samsung Trademarks in the
TERRITORY during the term of this Agreement for the sole purpose of the sale and
distribution of the PRODUCTS.
11-2 The
DISTRIBUTORS accepts and agrees not to use Samsung Trademarks for any other
purpose than to distribute the PRODUCTS and to use them only in such manner as
to preserve at all times all rights of SEASA.
11-3 The
DISTRIBUTORS agrees that it will not alter or remove any of Samsung Trademarks
on the PRODUCTS sold under this Agreement.
11-4 SEASA
shall have the right of prior review and approval of any use of Samsung
Trademarks by the DISTRIBUTORS.
11-5 The
DISTRIBUTORS shall not authorize third parties except its dealers to use Samsung
Trademarks and any such attempted authorization shall be void.
11-6 SEASA
authorizes DISTRIBUTORS to use Samsung Trademarks in advertisement, promotional
literature, catalogues, brochures, and other printed materials, letterhead,
visiting cards, only on the express condition that in such use explicit
reference will be made to its capacity as a DISTRIBUTORS of the PRODUCTS and
that DISTRIBUTORS submits such materials to SEASA for prior approval. The
DISTRIBUTORS shall not use the words "SAMSUNG" or any altered or shortened form
thereof in its own company name.
11-7 The
DISTRIBUTORS shall discontinue and cause its dealers to discontinue the use of
the Samsung Trademarks free of compensation upon termination of this Agreement
and thereafter shall not use or permit to be used the Samsung Trademarks or any
similar trademarks, provided, however, that DISTRIBUTORS and its dealers may
sell the PRODUCTS bearing Samsung Trademarks held by them in stock at the time
of termination of this Agreement for a period of three (3) months following such
time and not thereafter.
11-8 The
DISTRIBUTORS recognize and concedes for all purpose that the Samsung Trademarks,
whether or not registered in the TERRITORY, are valid and are the exclusive
property of SEASA, and that DISTRIBUTOR's right to use such Samsung Trademarks
arises only out of this Agreement and is subject to the superior right of
SEASA.
11-9 The
DISTRIBUTORS agree that any rights arising out of its use of Samsung Trademarks
shall belong to SEASA and not to DISTRIBUTORS.
11-10 SEASA
shall have the exclusive right at its sole discretion to bring legal actions in
the TERRITORY for trademark infringement with respect to any of the Samsung
Trademarks. The DISTRIBUTORS will assist SEASA in any proceedings for the
protection of any of the Samsung Trademarks when requested by SEASA or as may be
required by local law.
11-11 The
DISTRIBUTORS shall not apply for any registration with regard to any of the
Samsung Trademarks in any country of the world including the
TERRITORY.
11-12 Any
patent, design or copyright embodied in the PRODUCTS shall be the sole property
of SEASA, and DISTRIBUTORS shall not acquire any right to them by execution of
this Agreement or performance thereunder or otherwise and shall not use any of
them after termination of this Agreement.
Article
12. Sub-distributors
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12-1
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In
the event the DISTRIBUTORS wishes to appoint sub-distributors, it shall
submit its proposed agreement to SEASA and get prior written consent
thereof from SEASA. Any such proposed agreements must
specifically require the sub-distributor or retail trader to be bound by
the terms of this Agreement. In no event shall any such sub distributor or
retail trader acquire any rights against SEASA and the DISTRIBUTORS hereby
agrees to indemnify and hold SEASA harmless
therefrom.
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Article
13. Reports
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13-1
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The
DISTRIBUTORS shall discuss with SEASA certain matters related to its
marketing activity when requested by SEASA and or DISTRIBUTORS deems it
necessary, and shall furnish SEASA with adequate information related to
its marketing activities provided that DISTRIBUTOR retain a right not to
disclose certain trade secrets a its
discretion.
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13-2
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The
DISTRIBUTORS shall promptly bring to the notice of SEASA any information
received by it which is likely to be of interest, use or benefit to SEASA
relating to the marketing of the PRODUCTS in the
TERRITORY.
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13-3
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The
DISTRIBUTORS shall, from time to time, upon the request of SEASA submit to
SEASA reports relating to the distributorship. Such reports shall be
submitted at least quarterly and shall include information relating to its
financial status inclusive of the latest Balance Sheet and Profit and Loss
Statements, total sales, sales by PRODUCTS, sales by Province within the
TERRITORY, percentage of returns by PRODUCTS category, remaining inventory
of the DISTRIBUTOR and the DISTRIBUTOR's suggestions and recommendations
as to the PRODUCTS and marketing
thereof.
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Article
14. Term of Agreement
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14-1
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Except
if terminated in accordance to what is provided in Article 15, this
Agreement shall remain in effect for One Year, commencing on January 1,
2009 and expiring on December 31, 2009. This Agreement may be renewed or
extended for additional period of one (1) year thereafter by mutual
written agreement thereof between the parties within sixty (60) days prior
to the relevant expiration of this
Agreement
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14-2
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All
the rights assigned to DISTRIBUTORS by SEASA in connection with this
Agreement shall be reverted upon expiration or termination of this
Agreement.
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Article
15. Termination
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15-1
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Any
party shall have the right to terminate this Agreement, at any time,
unconditionally and without
cause by giving written notice to the other party within 30 day in
advance.
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15-2
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SEASA
shall have the right to terminate this Agreement at any time by giving
written notice to DISTRIBUTORS of any material breach of the provisions of
this Agreement incurred by DISTRIBUTORS, and with respect to which it
fails to rectify such breach within thirty (30) days after the receipt of
a notice in writing from SEASA requiring such
rectification.
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Examples
of breach by DISTRIBUTORS include but are not limited to the
following:
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(a)
Failing to pay SEASA owed moneys;
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(b)
Failing to adequately promote the PRODUCTS;
or
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(c)
Unreasonably frequent delay in issuance of order and/or opening the letter
of credit in accordance with Article 5-4 of this
Agreement.
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15-3
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Any
of the parties to this Agreement shall have the right to forthwith
terminate this Agreement by giving written notice to the other party upon
the occurrence of any of the following
events.
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a)
When any of the parties to this Agreement becomes insolvent or a petition
of bankruptcy or for corporate reorganization or for any similar relief is
filed by or against the other party, or a receiver is appointed with
respect to any of the assets of the other party, or liquidation proceeding
is commenced by or against the other
party.
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b)
When any of the parties to this Agreement assigns the whole or any
substantial part of its business or assets to a third party by agreement,
order of court or otherwise, or ceases to carry on its
business.
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c)
When any of the parties to this Agreement winds up, either compulsory or
voluntarily, or merges into another company, or when DISTRIBUTORS makes a
change in the principal management.
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15-4
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In
the event of this Agreement being terminated or expired for any reason
whatsoever, the following shall
apply:
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a)
The DISTRIBUTORS shall not be discharged or released from any debts or
liabilities under this Agreement, which exist at the time of the
expiration or termination.
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b)
The DISTRIBUTORS shall not make any financial demands upon SEASA for
compensation for, or refund of, its service performed under this Agreement
or refund of its expenses incurred from facilities and advertisement and
others.
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c)
The DISTRIBUTORS shall not use any Trademarks or Trade names belonging to
SEASA without written consent of SEASA except for the sale of its stocks
remaining in its hands as specified in Section 11.7
hereof.
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15-5
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Upon
expiration of this Agreement, SEASA shall have the option, but shall not
be obligated, to repurchase from DISTRIBUTORS any PRODUCTS then in
DISTRIBUTOR's inventory at the original cost to DISTRIBUTORS. DISTRIBUTORS
shall then immediately ship such PRODUCTS to
SEASA.
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Article
16. Force Majeure
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16-1
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If
the performance of any part of this Agreement is prevented, restricted or
interfered with for any length of time by reason of governmental
restrictions, war, civil commotions, riots, strike, lock out, lack of
shipping space and acts of God such as typhoon, flood, fire or any other
similar causes which are beyond the reasonable control of the parties
hereto, the party so affected, upon giving prompt notice to the other
parties, shall be excused from such delay or failure of performance to the
extent of such prevention, restriction or interference and for
such length of time. If such failure continues for a period of
more than six (6) months, either party hereto shall have the rights to
forthwith terminate this Agreement by serving a written notice to the
other party.
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Article
17. Secrecy
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17-1
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During
the terms of this Agreement and thereafter DISTRIBUTORS shall not disclose
or divulge any information concerning the PRODUCTS or business affairs of
SEASA (including but not limited to prices, discounts, terms and
conditions of sales, customers, business affairs, PRODUCTS, or PRODUCTS
specification) which it receives directly or indirectly from SEASA, or
which it requires or develops in the course of its transactions with
SEASA. (“Confidential Information”), unless required by regulatory
agencies.
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17-2
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It
is agreed that SEASA remains the owner of the Confidential Information,
and DISTRIBUTORS can use such Confidential Information only for the
purpose of performing under this Agreement. The obligation in this Section
shall survive the termination of this Agreement for five (5) years.
However, DISTRIBUTORS shall have no such non-disclosure obligations with
respect to any portion of the received information which is now or which
hereafter, through no act or failure to act on the DISTRIBUTOR´s part,
becomes generally known or
available.
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Article
18. Notice
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18-1
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Any
notice, request, consent, offer or demand required or permitted under this
Agreement must be in writing and must be sufficiently given if delivered
in person or sent by registered airmail or cable confirmed by registered
airmail, addressed as follows:
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SEASA
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Address:
Xxxxxxxx 547 – 3 Piso Ciudad Autonoma de Buenos Aires –
Argentina
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DISTRIBUTORS
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Adrress:
Infosonics Corp – 0000 Xxxxxxxxx Xxxxx Xxxxx#000, Xxx Xxxxx, XX 00000
EEUU
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Insfosonics
S.A. – Xxxx Xxxxx 0000, Xxxxxxxxxx -
Xxxxxxx
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Article
19. Waiver
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19-1
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The
failure by either party to enforce any of the term or conditions of this
Agreement shall not constitute a waiver of that party's right thereafter
to enforce that or any other or condition of this
Agreement.
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Article
20. Rights of Third Parties to this Agreement. Severability.
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20-1
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This
Agreement and every term and condition thereof shall inure to the benefit
of the parties, and shall be binding upon any successors to the parties,
but neither party may assign this Agreement or any rights thereunder
directly or indirectly, without the prior written consent of the other
party. The nullity that might be determined as to any of the clauses will
not affect the rest of the Agreement, which will stand in full force and
effect in any aspect not affected by the nullity
determined.
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Article
21. Governing Law.
21-1 This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York, USA without reference to the principles of conflicts of
law.
21-2 Any
dispute, controversy or difference which may arise between the parties, out of
or in relation to or in connection with this Agreement, or for the breach
thereof shall be finally settled by arbitration in New York city, USA in
accordance with the rules of arbitration of the American Arbitration Association
whose award shall be final and binding upon both Parties.
21-3 This
Agreement constitutes the entire agreement between the parties and supersede all
previous agreement, negotiations and commitments in respect thereto, and shall
not be changed or modified in any manner, except by mutual consent in writing of
subsequent date signed by duly authorized representatives of each party to this
Agreement.
Article
22. Amendment
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22-1
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This
Agreement may be amended only by a written instrument signed by duly
authorized representatives of both parties and expressly stating that it
is an amendment to this Agreement.
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Article
23. Headings
23-1 Heading of article and
subsections of this Agreement are for convenience only and shall not be used in
construing this Agreement.
Article
24. Sales Meeting
24-1Annual
market and sales plans for the following one year shall be concluded at the end
of each year by having a sales meeting at the place mutually agreed
upon.
IN
WITNESS WHEREOF, the parties hereto have caused their duly authorized
representatives to execute this Agreement as of the day and year first above
written.
SAMSUNG
ELECTRONICS
ARGENTINA
S.A.
By: Xx.
Xxxxx Xxx Xxx
President
INFOSONIC
CORPORATION
By: Xx.
Xxxxxx Ram
President
INFOSONIC
S.A.
By. Xx.
Xxxxxx Ram
President
