DISTRIBUTION AGREEMENT
This
Agreement is entered into as of May 19, 2009 by and between Macron International
Group Ltd. ("Macron"), a Hong Kong corporation and Diversified
Holdings International Distributors Ltd., a Nevada
corporation ("Distributor").
In
consideration of the mutual covenants herein, the parties hereby agree as
follows:
1. Products
and Consideration.
|
1.1
|
Products.
|
The products of Macron subject to this
Agreement ("Products") are those now or in the future manufactured by
Macron. These Products may be changed from time to time by Macron
giving Distributor not less than (30) days prior notice of any such
changes.
|
1.2
|
Consideration.
|
As consideration for the rights to sell
the Products under this Agreement, Distributor shall pay to pay the sum of
$50,000 cash upon execution of this Agreement to Diversified Holdings
International Ltd., a Delaware corporation (“DHI – DE”), parent company of
Macron. Distributor shall have the option to pay this sum in
11,013,500 shares of common stock to be issued directly to all shareholders of
DHI – DE, one share of common stock of Distributor for each share of common
stock of DHI – DE owned by each shareholder as set forth on Exhibit
1.2. Distributor shall file a registration statement for all of such
shares except those owned by officers, directors and affiliates, for which only
a portion as mutually agreed shall be registered, with the SEC on Form S-1 as
soon as practical after the execution of this agreement and shall us its best
efforts to have the registration statement declared effective as soon as
practical.
2. Territory.
The
Territory covered by this Agreement ("Territory") is worldwide.
3. Distribution
Appointment and Distributor's Responsibilities.
3.1 Authorized
Distributor.
During
the term of this Agreement, Distributor shall be Macron's exclusive authorized
distributor solely within the Territory for the sale of Products to customers
("customers").
3.2 Sales.
Distributor
shall use its best efforts fully and actively to promote, maintain and increase
sales of the Products in the Territory.
3.3 Promotional
Activities.
Distributor
shall establish and maintain a sales organization which in the opinion of Macron
is adequately qualified and trained.
3.4 Promotional
Distributor Materials.
Distributor
shall not give a customer any warranty for the Products other than as set forth
in Section 6, unless otherwise agreed by Macron. Distributor shall
obtain prior written approval from Macron prior to distribution of any
promotional material.
3.5 Service.
Macron
shall maintain a technically qualified service capability and use its best
efforts to service and maintain all Products in the Territory. Macron
shall issue credit for or replace the part in Distributor's inventory upon
receipt of a complete report on the failure and, at Macron's reasonable request,
return of the failed part. Distributor shall provide Macron reports
of Distributor's service activities, in such form and at such times as Macron
may reasonably request.
3.6 Customs
and Freight Charges.
Distributor
shall perform all functions to clear Products through customs.
3.7 Customer
Complaints.
Distributor
shall notify Macron immediately of any complaints or problems concerning the
Products or any misuse of the Products.
3.8
Notification of Infringement.
Distributor
shall notify Macron immediately of any actual, suspected or alleged infringement
of Macron patents, trademarks or copyrights that it becomes aware of in the
Territory.
3.9
Competitive Products.
Without
Macron's prior written consent. Distributor shall not distribute or
sell any products competitive with or similar to Products and/or services
relating thereto.
3.10
Government Authorizations.
Distributor
shall obtain and continue to maintain in good standing all licenses, permits
and other governmental approvals and/or authorizations required in
connection with this Agreement and the sale of Products in the Territory,
including without limitation, import licenses and foreign exchange
permits. Distributor shall keep Macron apprised of the status of such
licenses, permits and approvals/authorizations.
3.16
Expenses.
Except
as otherwise specifically provided in this Agreement, Distributor shall pay its
own expenses in carrying out its obligations under this Agreement.
4 Macron's
Responsibilities
4.1 Assistance.
Macron
shall make available a reasonable supply of sales literature, including
catalogues, data sheets, brochures and similar materialand furnish
reasonable sales technical assistance from time to time, including
sales and service training of Distributor's employees. Payment of the
costs for such training shall be mutually agreed upon.
4.2 Inquiries.
Macron
shall promptly forward to Distributor all Product inquiries received from
customers within the Territory during the term of this Agreement.
5. Order
Acceptance, Delivery terms and Payments
5.1 Orders.
Orders
by Distributor are subject to acceptance by Macron at such facility as Macron
may from time to time determine. All orders shall be accepted subject
to the terms and conditions of Macron's then current terms and conditions of
sale unless otherwise provided in this Agreement. Such order terms
may be changed by Macron at any time, but no such change shall have any effect
on orders already accepted by Macron.
Purchase
orders must be addressed to Macron. The provisions of this Agreement
shall supersede any provisions contained in Distributor's purchase orders and
any other communications from Distributor and/or its
customers. Purchase orders may be declined or accepted, wholly or in
part, at Macron's sole discretion. Macron will not unreasonably withhold
acceptance.
5.2 Price.
Macron
shall sell Products to Distributor at a price it would pay for the Products on a
wholesale basis to non-related party in arm’s-length transactions.
5.3 Title.
Subject
to Section 8, title to and risk of loss of Products shall pass to Distributor
upon delivery of the Products to Distributor or Distributor's customer,
whichever occurs first.
5.4 Payments.
All
payments for Products shall be due and paid in full upon receipt of payment by
Distributor from the customers.
6. Warranty
Macron
provides the following warranties:
|
|
·
|
Photocouplers
and Photoresisters - a 90 day tolerance specification warranty and a one
year "materials integrity"
warranty.
|
|
|
·
|
RP
- one year warranty on parts and
workmanship
|
Macron's
sole liability under valid warranty claims will be limited, at Macron's option,
to repair or replacement of defective parts of the Products during Macron's
normal business hours. Upon replacement, any removed part shall
become the property of Macron. All warranty replacement or repair of
parts will be limited to Product malfunctions which, in the reasonable opinion
of Macron, are due and traceable to defects in original material and
workmanship. In order to enable Macron to properly administer this
warranty, Distributor will notify Macron promptly in writing of any claims and
will provide Macron with the opportunity to inspect and test each Product
claimed to be defective. This warranty does not extend to Products or parts
thereof that have been subjected to misuse, abuse, improper application,
alteration, accident, negligence or incorrect repair or servicing not performed
or authorized by Macron.
THIS
WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE. MACRON SHALL NOT BE LIABLE FOR ANY LOSS, DDMAGE OR EXPENSE
OF ANY KIND WHATSOVER CAUSED BY THE EQUIPMENT OR BY ANY DEFECT
THEREIN. THE USE OR MAINTENANCE THEREOF, OR ANY SERVICING OR
ADJUSTMENT THERETO, NOT EXPRESSLY COVERED BY THE WARRANTY CONTAINED
HEREIN.
7. Limitation
of Liability.
In
no event whether in contract, tort (including negligence), strict liability or
otherwise will Macron be liable (a) for special, indirect or consequential
damages or for any lost profits, or (b) to Distributor or any other person for
an amount greater than the purchase price actually paid to Macron for the
Product with respect to which such liability relates.
8. Effective
Date
The date at which the rights to sell
the Products under this agreement shall commence is the date upon which Macron
determines that Distributor has set up the appropriate infrastructure so that
all Products can be sold by Distributor.
9. Independence
of Distributor; Reference to Macron.
Distributor
agrees to conduct business in its name as an independent distributor and
contractor. No employment, agency, joint venture, or similar
arrangement is created or intended between Macron and
Distributor. Distributor has no right or authority to act for or bind
Macron in any respect or to make any representations or warranties, express or
implied, on behalf of Macron. However,
so long as this Agreement remains in effect, Distributor may indicate to the
public that it is an authorized distributor of the Products and may advertise
such Products under Macron trademarks, logos and symbols.
10. Reserved.
11. Force
Majeure.
If
the performance of this Agreement or any obligation hereunder (except payment of
monies due) is prevented, restricted or interfered with by reason of fire or
other casualty or accident, strikes or labor disputes, problems in procurement
of raw materials, power or supplies, war or other violence, any law, order,
proclamation, regulation, ordinance, demand or requirement of governmental
agency or intergovernmental body, or any other act or condition whatsoever
beyond the reasonable control of a party hereto (an "Event of Force Majeure"),
the party so effected, upon giving notice to the other party, shall be excused
from such performance to the extent and throughout the duration of
such prevention, restriction or
interference. Notwithstanding the foregoing, should an Event of
Force Majeure remain in effect for a period of six (6) months, Macron
and Distributor hereby agree to promptly renegotiate the terms of this
Agreement, and if an agreement cannot be reached within sixty (60) days of the
end of such six (6) month period, the party not so effected by the Event of
Force Majeure shall have the option to terminate this Agreement and if such
party so elects, then this Agreement shall automatically terminate and be of no
further force or effect, subject to Sections 13.5, 13.6, 13.7, and
13.8.
12. Assignability.
This
Agreement shall be binding on the parties hereto, their successors, and
permitted assigns. This Agreement may not be assigned by Distributor
in whole or in part, directly or indirectly, by operation of law, or otherwise,
without the prior written approval of Macron. Any such purported
transfer shall be void and of no effect.
13. Duration
and Termination.
Except
as otherwise provided in this Agreement, the term of this Agreement shall be
perpetual.
14. Sole
Understanding/Modification.
14.1 Sole
Understanding.
This
Agreement is the entire and sole agreement and understanding of the parties
hereto with respect to the subject matter hereof and supersedes all other prior
agreements, understandings and communications related thereto, whether oral or
written.
14.2
Modification.
This
Agreement can be modified or amended only with the written agreement of an
authorized signatory of the parties hereto.
15. Construction
and Governing Law.
15.1
Governing Language.
In
the event that this Agreement is translated into any language other than
English, the English language version of this Agreement shall be controlling and
govern.
15.2 No
Waiver.
The
failure by Macron to enforce or take advantage of any of the provisions of this
Agreement shall not constitute nor be construed as a waiver of such provisions
or of the right subsequently to enforce or take advantage of each and every such
provision.
15.3
Notices.
Any
notices made pursuant to this Agreement shall be delivered via
e-mail.
15.4
Governing Law.
This
Agreement shall be governed by and construed in accordance with the laws of Hong
Kong.
15.5
Compliance with Law.
Distributor
agrees to comply with all applicable laws, rules and regulations of the
Territory and to do nothing to cause Macron to violate the law, rules and
regulations of the U.S.A.
In
Witness Whereof, the undersigned have executed and delivered this Agreement by
their duly authorized representatives as of the date first above
written.
Macron
International Group Ltd., a Hong Kong corporation
|
By:
|
|
|
Xxxxxx
Xxxxx, President
|
|
Diversified
Holdings International Distributors Ltd., a Nevada corporation
|
By:
|
|
|
Xxxx
Xxxxx, CFO
|
|
Exhibit
1.2
|
Diversified
Holdings International
Ltd.,
a Delaware corporation
|
||
|
Shareholder
|
Total
Shares
Owned
|
|
|
Cui,
Xxxxx Xxxxx
|
10,000
|
|
|
Li,
Xxxx Xxxx
|
10,000
|
|
|
Wei,
Fang
|
10,000
|
|
|
Xxxxx,
Xxx Kun
|
10,000
|
|
|
Xxxxx,
Xxx Xxx
|
10,000
|
|
|
Cui,
Man Man
|
10,000
|
|
|
Li,
Xxxx Xxxx
|
10,000
|
|
|
Dai,
Ye Xxxxx
|
10,000
|
|
|
Xxxxx,
Hong Xing
|
10,000
|
|
|
Cui,
Xxx Xxxx
|
10,000
|
|
|
Li,
Su Hua
|
10,000
|
|
|
Yang,
Xxx Xxx
|
10,000
|
|
|
Lian,
Xxxx Xxxx
|
10,000
|
|
|
Feng,
Xxx Xxxx
|
10,000
|
|
|
Pan,
Xxxx Xxxx
|
10,000
|
|
|
Xxxx,
Xxxx Ping
|
10,000
|
|
|
Li,
Mei
|
10,000
|
|
|
Li,
You Ji
|
10,000
|
|
|
Liang,
Shi Hai
|
10,000
|
|
|
Xxx,
Xx Fu
|
10,000
|
|
|
Xxx,
Kit Lung
|
10,000
|
|
|
Li,
Jiaqi
|
10,000
|
|
|
Law,
Lai Xxx Xxx
|
10,000
|
|
|
Xxxxxxx
Xxxx Hong Xxxxx
|
25,000
|
|
|
Liao,
Xxx Xxxx
|
10,000
|
|
|
Xxxx,
Xxxx Kit Xxxxxxx
|
10,000
|
|
|
Xxx,
Xxxx Hung
|
10,000
|
|
|
Po
Kei Xxxxxxx Xxxxx
|
15,000
|
|
|
Xxxxx
Xxxxxxx
|
15,000
|
|
|
Li,
Xxxx Xxxx
|
15,000
|
|
|
Xxxxxxx
Xxxxx
|
15,000
|
|
|
Lu,
Ya Wei
|
100,000
|
|
|
Xxxxxx
Xx Xxxx Xxxxx
|
7,015,000
|
|
|
Xxxx
Xxxxx
|
2,850,000
|
|
|
Xxxxx,
Xxx Xxx
|
2,000
|
|
|
Xxxxx,
Xxx Hung
|
2,000
|
|
|
Law,
Xxxx Xxxx
|
2,000
|
|
|
Cui,
Xing Wen
|
2,000
|
|
|
Wang,
Xxx Xxxx
|
2,000
|
|
|
Yang,
Xxxxx Xxx
|
2,000
|
|
|
Xxxx,
Xxxxx
|
2,000
|
|
|
Xxx,
Xxxxx Por
|
2,000
|
|
|
Xxxxx
Xxx Ng
|
3,000
|
|
|
Kam
Xxxx Xxx
|
2,000
|
|
|
Xxxxxx
Ka Kong
|
3,000
|
|
|
Xxx
Xxxxx
|
5,000
|
|
|
He,
Xxxx Xxx
|
2,000
|
|
|
Xxxxx
Min
|
1,000
|
|
|
Pan
Xxxx Xxx
|
1,000
|
|
|
Xxxxx Xxx
Qiang
|
2,000
|
|
|
Xx
Xxx Hong
|
2,000
|
|
|
Yang
Xx Xxx
|
2,000
|
|
|
Xxxxxxx
X. Xxxxxxxx, Esq.
|
625,000
|
|
|
M.
Xxxxxxx Xxxxxxxx
|
25,000
|
|
|
Xxxxxx
Xxxxxx
|
14,500
|
