DISTRIBUTION AGREEMENT
This Distribution Agreement is entered between Creative Technologies Corp.,
000 00xx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000 (Distributor) and Xxxxxxx-Xxxxxx
XxxX & Xx., Xxxxxxxxxxx Xxxxxxx 00-00, X-00000 Xxxxxxxxx, Xxxxxxx
(Manufacturer), effective as of October 1, 1996.
1. Appointment
` a) Manufacturer hereby appoints Distributor as the exclusive distributor
of Manufacturers Products in the U.S.A., its territories and possessions,
and Canada (The Territory) for the Period set forth hereinafter.
2. Products
a) Products included in thie Agreement include all Bathroom Scales for
private use and other items as may be mutually agreed upon, including
any new products of above range developed.....
3. Price, Terms of Sale, Purchase Commitments, Terms of Payment
a) Manufacturer will sell the Products to the Distributor in
accordance with prices, items and conditions set forth in a
mutually agreed upon price list (Price List).
b) Prices set forth in the Price List shall be firm for 12 months unless
changed by mutual agreement.
4. Distributors General Responsibilities
a) Distributor will use its reasonable best efforts to promote, sell and
distribute the Products effectively within the Territory.
b) During the term of this Agreement, Distributor shall not distribute,
manufacture, develop or occupy itself in any other way, directly or
indirectly, with goods of a nature competitive with the Products in or
outside the Territory, without prior written consent from Manufacturer.
5. Manufacturers General Responsibilties
a) Manufacturer will refer to Distributor any purchasing inquiries
within Territory for the Products designated, and Distributor will
refer to Manufacturer recommendations for improvements to the
Products.
b) Manufacturer will make available to Distributor the necessary
operating instructions, manuals, and technical information as is
needed in order for Distributor and its representatives to be fully
familiar with the Products, their operations and benefits.
6. Term & Termination
a) The initial term of this agreement shall terminate December 31, 1997.
Prior to the termination of this agreement, the parties will in good
faith enter into a five year extention to this exclusive Distribution
Agreement which will contain, among other terms, minimum
purchase obligations and penalties for early termination.
b) Should this Agreement be terminated, Manufacturer shall have
the option of repurchasing any existing inventory of the Products
from Distributor at the then prevalent existing prices in the
Price List. Manufacturer will pay for the cost of shipping to any
location requested by Manufacturer. Alternately, Manufacturer, in
its sole discretion, can permit Distributor to continue its sale of its
then-existing inventory of Products during a sell-out period, whose
length shall be determined based upon the amount of Products
sold within the year preceding the termination.
c) After termination of this agreement, Distributor shall
remain empowered to complete all current orders at the time of the
termination. Manufacturer shall assist Distributor in completing
such orders. Furthermore, Distributor shall have the right after
termination of this Agreement with respect to Product which
Manufacturer has not repurchased, to sell the Product, subject to
the otherwise relevant provisions of this Agreement.
7. Trademarks
a) Distributor will use Manufacturers trademarks in advertising and
selling of the Products and only in accordance with approved
method of use of the marks.
b) This Agreement does not give distributor any rights to change
the labeling of any products nor change in the logo, trademark,
tradename, copyright, or contents of any Product purchased
hereunder.
c) The granting of this Agreement and the use of Manufacturers
marks does not create a relationship of agency between
Manufacturer and Distributor and no authority is given to the
Distributor to bind Manufacturer in any manner.
8. Notices
All notices herein provided for, or which may be given by in connection
with this Agreement, shall be in writing. Notices given by Manufacturer
shall be addressed and forwarded by registered mail - return receipt
requested, facsimile with proof of receipt of transmission or personally to:
Xxxxxxx Xxxxxxx
Creative Technologies Corp.
000 00xx Xxxxxx
Xxxxxxxx, XX 00000
XXX
or at such other address as Manufacturer by written notice to Distributor
shall have specified for that purpose. Notices given by Distributor shall
be addressed and forwarded by registered mail - return receipt requested,
facsimile with proof of receipt of transmission or personally to:
Xxxxxxxx Xxxx
Soehnle-Waagen GmnH & Co.
GmbH Fornsbacher Xxxxxxx 00-00
X-00000 Xxxxxxxxx
Xxxxxxx
or to such designated party, or at such other address as Distributor by
written notice to Manufacturer shall have specified for that purpose.
10. Miscellaneous
a) Neither party shall be liable to the other for any delay or failure of
performance not caused by the acts of such party, and resulting
from strikes, lock-outs, inability to procure goods, acts of God, or
any other cause beyond the reasonable control of such party.
b) This agreement may not be assigned by either party, except, with
the prior written consent of the party.
c) All claims or controversies arising out of or relating to the
Agreement shall be settled by arbitration. Within thirty (30) days
of a demand for arbitration, each party shall select one arbitrator
and the arbitrators shall select a third arbitrator. The arbitration shall
be in accordance with the rules of the International Chamber of
Commerce and conducted in English. If Manufacturer requests
arbitration, the arbitration shall be held in USA. If Distributor request
arbitration, the arbitration shall be held in Germany. The
arbitration award may be entered in any court of competent
jurisdiction and enforced as any other judgement, decree
or order of such court.
d) This Agreement constitutes the entire agreement between the
parties and may only be changed or amended in a writing signed
by both parties. Statements in orders and shipping documents
may supplement this Agreement, but may not change the terms of
this Agreement.
e) This Agreement shall be governed by the laws of the Federal Republic of
Germany.
CREATIVE TECHNOLOGIES CORP.
By: __________________________
Name: __________________________
Title: __________________________
Date: _________
SOEHNLE-WAAGEN GMBH & CO.
By: __________________________
Name: __________________________
Title: __________________________
