DISTRIBUTION AGREEMENT
This Distribution Agreement is entered between IHW, Inc., 000 00xx Xxxxxx,
Xxxxxxxx, Xxx Xxxx 00000 (Distributor) and Xxxx Xxxxx X.X.X., Xxxxxxxxxx
0/00, 0000 Xxxxxxxxx, Xxxxxxxx effective as of January 1, 1998.
1. Appointment
a) Manufacturer hereby appoints Distributor as the exclusive distributor of
Manufacturer's Products in the U.S.A., its territories and possessions,
and Canada ("Xxx Xxxxxxxxx") for the Period set forth hereinafter.
2. Products
a) Products included in this Agreement include all serving trolleys and
other wooden articles for use in homes or other venues and other items
as may be mutually agreed upon, including any new products of above
range developed during the agreement.
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
or special price quotations (Price List).
b) Prices set forth in the Price List shall be firm for 12 months unless
changed by mutual agreement.
4. Distributor's General Responsibilities
a) Distributor will use its reasonable best efforts to promote, sell and
distribute the Products effectively within the Territory.
5. Manufacturer's General Responsibilities
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 June 30, 1999. Prior
to the termination of this agreement, the parties will in good faith enter
into a five year extension 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 may use Manufacturer's trademarks in advertising and
selling of the Products.
b) The granting of this Agreement and the use of Manufacturer's
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
IHW, Inc.
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 to:
Xxx. Xxxxxx Xxxxxx
Ergo Trade D.O.O.
Xxxxxxxxxx 0/00
0000 Xxxxxxxxx
Xxxxxxxx
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
requests arbitration, the arbitration shall be held in Slovenia. The
arbitration award may be entered in any court of competent jurisdiction and
enforced as any other judgment, 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 State of New York.
IHW, INC.
By: S/Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: President
Date: 1/22/98
ERGO TRADE D.O.O.
By: S/Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: President
Date: 2/23/98
