Exhibit 10.3
EXCLUSIVE DISTRIBUTORSHIP AND ALLIANCE AGREEMENT
This Agreement is entered into on September 22, 2004 between the following
parties:
RADICO
A corporation formed under the laws of India with registered offices at XXXXX
Xxxxxxxxxx Xxxxxx, Xxxxxx- 00, Xxxxxxxxx -000000, Xxxxx (herein after referred
to as "RADICO" or "the Manufacturer")
and
TNT Designs
A corporation formed under the laws of the State of Delaware, U.S.A. with
offices at 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxx, Xxx Xxxx, X.X.X. 10165
(hereinafter referred to as "TNT Designs" or "the Distributor").
WITNESSETH:
WHEREAS, RADICO is a premier manufacturer of women's clothing and fashion
accessories in India;
WHEREAS, TNT Designs is a duly incorporated Delaware corporation which is
engaged in the wholesale and retail business in the U.S.A. for women's fashion
accessories; and
WHEREAS, RADICO and TNT wish to enter into this Agreement for the purpose
of establishing a strategic alliance for provision of certain exclusive
distribution rights of RADICO products by TNT under the terms and conditions
herein.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
premises hereinafter expressed, the parties hereto mutually agree as follows:
SUBJECT OF THE AGREEMENT
1. The Manufacturer appoints TNT Designs as mentioned above as their
exclusive distributor for Radico "Fashion accessories" in New York State. The
Manufacturer will produce and sell to the Distributor "Fashion accessories"
(hereinafter referred to as "the Goods", Description, prices and other details
attached as Annexure-I) following the receipt of a written order from the
Distributor. The Distributor will take possession of the Goods and pay the
agreed upon sale price.
2. The Manufacturer will produce and pack the Goods, according to the
specifications, described in this Contract, and will present all necessary
documents (certificates, transport certificates and all other, related to the
Goods).
EXCLUSIVITY
3. This Agreement shall be exclusive in the Territory of New York,
hereinafter referred to as the "Territory", where for a period of 5 years from
the effective date. TNT Designs shall be the only company authorized to import
exclusive products as mentioned above and sell the Products in the Territory.
4. Radico shall not sell the products directly and/or indirectly to any
other wholesaler or business entity in the Territory for the period of
exclusivity to protect TNT Designs prior investment for sales promotion.
5. In consideration of the exclusivity, TNT Designs undertakes to buy the
minimum quantity periodically, quantity to be decided upon mutual agreement.
ORDERS, PRICES AND PAYMENTS
6. The Distributor will send to the Manufacturer a written purchase order,
which must indicate the exact quantity of the Goods, the modes of payment and
the delivery date for the Goods. The Manufacturer must confirm the acceptance of
the order within 5 (five) days of its receipt. In the case that the Manufacturer
does not agree to any of the conditions, indicated in the order, the
Manufacturer will notify the Distributor immediately. Any written purchase order
confirmed by the Manufacturer will be considered as an indivisible part of this
Contract.
7. In case of change in prices, the two parties under this Agreement will
renegotiate the price, for which an additional agreement will be signed, and
which will be included as an indivisible part of this Contract.
8. All payments will be made in US dollars, via bank transfer or by
irrevocable L/C at sight (to the indicated below bank account), in the following
manner:
o 50% of the total value of each order in advance, after the order has been
confirmed by the Manufacturer and 50% upon receipt of dispatch document for the
Goods ordered by the Distributor in accordance with applicable law.
Bank Account of the Manufacturer:
Name of Bank: Citibank
Address of Bank: Jeevan Bharti building, Xxxxxxxxx Xxxxx,
Xxx Xxxxx-000000, Xxxxx
Account name: Radico
Account type: Current
Account Number: 0417504001
Bank's swift code: CITI IN BX IBD
QUALITY OF THE GOODS, QUALITY ASSURANCE
9. The Manufacturer undertakes the obligation to produce and deliver the
goods in the highest quality possible, which is in accordance to the conditions,
specified in this Contract. The Manufacturer will guarantee to the Distributor
that the Goods will be in accordance with the specifications of the order.
10. In the case that qualitative or quantitative discrepancy arise, the
distributor shall notify the manufacturer in writing immediately after
discrepancies are discovered. In case of quantitative discrepancies the mfr must
be notified with 7 days of receipt of goods and in case of qualitative
discrepancies mfr must be notified within 30 days of receipt of goods by
distributor. Claims received after above mentioned specified duration shall not
be entertained by mfr.
LABELING AND PACKAGING
11. The Goods must be packed and labelled following the requirements of
the Distributor.
TERMS OF DELIVERY AND DOCUMENTS, ACCOMPANYING THE GOODS
12. The Manufacturer will prepare the Goods in accordance to the
requirements, specified in this Agreement and the additional instructions of the
Distributor.
13. The Manufacturer undertakes the obligation to deliver the Goods as
soon as reasonably practicable which is expected to be no later than 35
(thirty-five) days, after initial payment of the amount for each order is made.
14. When delivering the Goods, the Manufacturer must provide the necessary
dispatch documents as required by Distributor, and the Distributor will be
responsible for all shipping costs for Goods shipped by air freight.
ARBITRATION
15. In case of any dispute, both parties agree to try and settle all
disputes, related in any way to this Contract, in a friendly manner through
arbitration.
FORCE MAJEURE
16. The parties shall bear no responsibility for non-performance due to
any event (force- majeure) beyond their control, namely: acts of God, military
actions of any nature, blockades, export or import prohibition. In such cases
the terms set for performing the contractual obligations shall be extended in
proportion with the duration of the force majeure circumstances. The party in
default for force majeure circumstances should immediately notify in written the
other party about their occurrence or ending. The party having failed to do so
shall not be entitled to refer to force majeure in the future. The occurrence of
force majeure should be expressly proved by certificate issued by the relevant
Chamber of Commerce and Industry. If the stated events last for more than four
months, each of the parties may cancel the affected orders and in such case
neither party shall have the right to indemnity for the suffered damages.
DURATION OF THE CONTRACT
17. This Contract will become effective on the date of its signing by both
parties and shall remain valid for 5 years automatically renewable for equal
periods on each anniversary unless 6 months written cancellation notice is given
by either party. All changes and additions to this Contract will be valid only
in writing. The written form of validation will include also telegrams, fax or
telex. With the signing of this Contract, all other verbal arrangements between
the two parties until this moment are rendered invalid.
18. This Contract can be terminated unilaterally by either party any time
with a preliminary termination notice of three months, delivered in writing to
the other party with valid reasons.
19. All obligations to both parties, ensuing from this Contract, before
its termination, will be binding to both parties until their full completion.
GENERAL PROVISIONS.
20. Entire Agreement: This Agreement together with all documents
incorporated by reference herein, constitutes the entire and sole agreement
between the parties with respect to the subject matter hereof and supersedes any
prior agreements with respect to the subject matter hereof. This Agreement
cannot be modified, changed or amended, except for in writing signed by a duly
authorized representative of each of the parties.
21. Conflict: In the event of any conflict, ambiguity or inconsistency
between this Agreement and any other document which may be annexed hereto, the
terms of this Agreement shall govern.
22. Assignment and Delegation: Neither party shall assign or delegate this
Agreement or any rights, duties or obligations hereunder to any other person
and/or entity without prior express written approval of the other party.
23. Notices: Any notice required or permitted to be given under this
Agreement shall be in writing, by commercial overnight courier or registered or
certified Mail, to the addresses above.
24. Governing Law: This Agreement shall be governed by and construed in
accordance with the laws of Switzerland in accordance with commercially
reasonable standards of international trade agreements.
25. Counterparts: This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
26. Scope. This Agreement shall not apply to preexisting buyers of Radico
products in the Territory who have been purchasing goods from Radico prior to
the date of this Agreement, and Radico may continue to supply such buyers
directly.
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IN WITNESS WHEREOF, the parties, by their duly authorized representatives,
have caused this Agreement to be executed as of the date first written above.
RADICO TNT DESIGNS
By: By:
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Xxxxxxx Xxxxx Xxxx Xxxxxx
CEO CEO
