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
