Distributorship Agreement
This
Distributorship agreement (hereinafter referred to as the
“Agreement”) shall be made and entered into on February 17, 2010 by
and between TENGA Co., Ltd. (hereinafter referred to as the
“Seller”), NID Xxxx. 0X, 0-00-0 , Xxxxxx, Xxxxxx-xx, Xxxxx, Xxxxx
164-0012, and OneUp
Innovations, Inc. (hereinafter referred to as the “
Distributor”), 0000
Xxxxxxx Xxxxxxxxxx Xxxxx, Xxxxxxx, XX 00000, X.X.X.
The
Seller and Distributor desire to sell, market, promote and distribute the
products of the Seller in the defined territory consisting of the United States
of America; thus, the parties hereto enter into an exclusive
Distributor agreement according to the terms and conditions stipulated
herein.
1. This
Agreement is effective for three (3) years commencing from the day of the
Agreement through February 17th, 2013.
2. This
Agreement shall be renewed and extended for an additional one (1) year term upon
consultation and acceptance by and between both parties.
3.
Prices
Unit
prices are EXW Tokyo. Purchase prices of
the products shall be determined by mutual consent in writing under the pricing
schedule provided to Distributor by Seller.
4.
Minimum Purchase Amount
The
Distributor will use its best efforts to sell and promote sellers complete
product line in defined territory. Distributor agrees to purchase an
estimated minimum amount in the first year within a range of 200,000,000 Yen to
300,000,000 Yen
The
second year estimated annual purchase amount will be within a range of
400,000,000 Yen to 600,000,000 Yen
Estimated
annual target for the third year will be 900,000,000 to 1,000,000,000
Yen
5. Method
of payment
The
Distributor will wire 100% of order total in Japanese Yen immediately upon
notification of readiness of shipment.
6.
Delivery
Delivery
of the products at distributor’s warehouse will be within seventy (70) days
after the Seller confirms the purchase order.
7. The
Distributor shall purchase product liability insurance with coverage against
personal and property damage in an amount of 2,000,000 US dollars
or more and immediately provide the Seller with a copy of the policy attesting
to its purchase; the policy must include the Seller as an additional insured
party. However seller shall indemnify and hold harmless the distributor for any
and all claims associated with any product liability claims including but not
limited to personal or property damage due to negligence of seller which is out
of the control of distributor.
9. The
trademarks used on the products, patents, and all intellectual property rights
pertaining to sales promotion of the products (hereinafter referred to as
“intellectual property rights”) are all exclusive properties of the Seller; the
Distributor will not practically or legally object to the ownership of the
rights;
10. The
Seller retains all proprietary rights pertaining to xxxx://xxx.xxxxx-(country).com
; the Distributor is authorized to use the URL only for the term of the
Agreement.
11. The
Distributor will discontinue the use of xxxx://xxx.xxxxx-(country).com
after expiration of the Agreement.
12. The
Distributor must not, without written approval from the Seller, manufacture or
sell cloned or copied products.
13.
Termination of the Agreement
The
Seller and/or the Distributor may, with thirty (30) days notice, terminate
this Agreement in the event either party fails to fulfill the conditions stated
in this agreement.
14.
Seller hereby warrants that all goods shipped by Seller to Distributor will be
in full compliance with all U.S. laws and regulations. Furthermore Seller
recognizes that it is solely the responsibility of the Seller to research and
maintain compliance of the entire offering produced by Seller.
15.
Warranty Statement
The
Sellers products are guaranteed to be free from defects in material and/or
workmanship and to perform as advertised when properly used, and maintained in
accordance with written instructions. Should any part(s) prove defective within
one year from date of purchase, Seller will replace defective products F.O.B.
distributors factory, or branch, without charge on the next scheduled shipment
from Seller, and/or provide a credit on the next invoice for the
returned products provided the defective part(s) is returned to
Distributors factory and if requested returned freight pre-paid by Seller to
location of Sellers choice.
IN
WITNESS WHEREOF, the parties hereto have executed two originals of this
Agreement on the day and year above written, affixing their signatures thereto
and retaining one each.
TENGA
Co, Ltd.
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OneUp
Innovations, Inc.
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Name: Xxxxxxx
Xxxxxxxx
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Name:
Xxxxxxx
Xxxx
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Signature: /s/
TsutomuMatsuura
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Signature: /s/ Xxxxxxx
Xxxx
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Title: President
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Title: Business Development
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Date: February 17th,
2010
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Date:
February 17th,
2010
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