_____________________ whose registered office is at _____________________, Iceland, (hereinafter called "the Supplier")
Mr. ___________________ (hereinafter called "the Distributor").
It is agreed as follows:
Territory and Products
1.1. The Supplier grants to the Distributor, who accepts, the exclusive right to market and sell the products listed in Annex I (hereinafter called the "Products") in the Territory defined as the geographical area Egypt, Lybia & Sudan (hereinafter called the "Territory").
Good faith and fair dealing
2.1. In carrying out their obligations under this agreement the parties will act in accordance with good faith and fair dealing.
2.2. The provisions of this agreement, as well as any statements made by parties in connection with this distributorship relationship, shall be interpreted in good faith.
3.1. The Distributor sells in his own name and for his own account, in the
Territory, the Products supplied to him by the Supplier.
3.2. The Distributor agrees to use his best endeavors to promote the sale of the Products in the Territory in accordance with the Supplier's policy and shall protect the Supplier's interests with the diligence of a responsible businessman.
3.3. The Distributor is not entitled to act in the name or on behalf of the Supplier, unless after having been previously and specifically authorized to do so by the latter.
Undertaking not to compete
4.1. Without the prior written authorization of the Supplier, the Distributor shall not represent, manufacture, market or sell in the Territory any products which are in competition with the products, for the entire term of this contract.
4.2. The Distributor may represent, distribute or manufacture any products which are not competitive with the Products, provided such parallel activity does not prejudice the regular performance of his obligations under this contract. However, the above obligation to inform the Supplies does not apply if, in consideration: (i) of the characteristics of the products which the Distributor wants to represent, and (ii) of the field of activity of the Supplier for whom the Distributor wishes to act, it is unreasonable to expect that the Supplier's interests may be affected.
5.1. The Distributor shall maintain an adequate organization for sales and with all means and personnel as are reasonably necessary in order to ensure the fulfillment of his obligations under this agreement for all Products and throughout the Territory.
Advertising and Fairs
6.1. The Distributor shall be responsible for all advertising necessary to promote the Products within the Territory. All advertising should be in compliance with the Suppliers marketing policies. The costs of such advertising are to be covered by the Distributor.
Conditions of supply – Prices
7.1. The Supplier shall supply the Products against Distributor's orders. The Supplier shall in principle supply all Products ordered, subject to their availability, and provided payment of the products in adequately warranted. He shall not, as a general policy, unreasonably reject orders received from the Distributor; in particular, a repeater refusal of orders contrary to good faith (e.g. if made for the purpose of hindering the Distributor's activity) shall be considered as a breach of contract by the Supplier.
7.2. All sales of the Products to the Distributor shall be governed by the Supplier's conditions of sale which is attached to this Agreement, Annex I.
7.3. The prices payable by the Distributor shall be those set forth in the Supplier's price-list as in force at the time the order is received by the Supplier, Annex I. Such prices are valid for one year after the sign of the contract.
7.4. Payment terms will be made by advance payment prior to shipment date.
7.5. In case of non-compliance with agreed terms of payment the supplier is entitled to refuse the supply of the Products (including previous orders), or to terminate this agreement.
8.1. The parties may agree annually on the sales targets for the forthcoming year.
The sales target shall be:
for the year 2010 approx. USD 000.000,-
for the year 2011 approx. USD 000.000,-
8.2. The parties shall make their best efforts to attain the targets agreed upon, but the non-attainment shall not be considered as a breach of the contact by a party, unless that party is clearly at fault.
Sub-distributors or agents
9.1. The Distributor may appoint sub-distributors or agents for the sale of the
Products in the Territory, provided the Supplier agrees to appointment.
9.2. The Distributor shall be responsible for the activities of his sub distributors or agents.
Supplier to be kept informed
10.1. The Distributor shall exercise due diligence to keep Supplier informed about his activities, market conditions and the state of competition within the Territory. He shall answer any reasonable request for information made by the Supplier.
10.2. The Distributor shall exercise due diligence to keep the Supplier informed about: (i) the laws and regulations which are to apply in the Territory to which Products must conform (e.g. import regulations, labeling, technical specifications, safety requirements, etc.) and (ii) the laws and regulations concerning his activity, as far as they are relevant for the Supplier.
11.1. The Distributor is free to fix the resale prices of the Products. He shall however avoid excessive price policies which could adversely affect the image of the products.
Supplier's trademarks and symbols
12.1. The Distributor hereby agrees neither to register, nor to have registered, any trademarks, trade names or symbols of the Supplier (or which are confusingly similar with the Supplier's ones), in the Territory or elsewhere, except having written request by the Supplier.
12.2. The Distributor shall notify the Supplier of any d of the Supplier's trademarks, trade names or symbols that comes to his notice.
13.1. The Supplier represents that the Products are manufactured in compliance with the safety, labeling, packaging and other regulations in force in his country and that he does not warrant that they also conform to the rules of the Territory.
13.2. It is Distributor's responsibility to ascertain such conformity to the local rules, and the Supplier agrees to cooperate in such inquiry. Should it appear that the Products do not conform to the regulations in force in the Territory, the Supplier will be free to decide if he prefers either to modify the Products appropriately or to give up distributing them in the Territory.
Stock of Products
14.1. The Distributor agrees to maintain at his own charge, for the whole term of this Agreement, a stock of Products corresponding to the normal need of the Distributor.
15.1. The Supplier shall not, during the life of this contract grant any other person or undertaking within the Territory the right to represent, market or sell the
Products as listed in Annex 1.
Distributor to be kept informed
16.1. The Supplier shall provide Distributor with all necessary written information relation to the Products (such as price lists, brochures, etc.) as well as with the information needed by the Distributor for carrying out his obligations under the contract. The Distributor shall return to the Supplier, at the end of this agreement, all documents which have been made available to him by the Supplier free of charge and are in his possession.
16.2. If the Supplier expects that his capacity of supply will be significantly lower than that which the Distributor could normally expect, he will inform the Distributor within a reasonable time.
16.3. The Supplier shall keep the Distributor informed of any relevant communication concerning customers in the Territory.
Term of the Contract
17.1. This contract is concluded for a period of 5 years and enters into force on date it is signed.
17.2. At expiration date of this agreement a new contract for an indefinite period will be made, if both parties so wish.
18.1. Each party may terminate this contract with immediate effect, by notice given in writing by means of communication ensuring evidence and date of receipt (e.g. registered mail or fax) in case of a substantial breach by the other party of the obligations arising out of the contract, or in case of exceptional circumstances justifying the earlier termination.
18.2. Any failure by a party to carry out all or part of his obligations under the contract resulting in such detriment to the other party as to substantially deprive him of what he is entitled to expect under the contract, shall be considered as a substantial breach for the purpose of article 18.1. above. Circumstances in which it would be unreasonable to require the terminating party to continue to be bound by this contract, shall be considered as exceptional circumstances for the purpose of article 18.1. above.
18.3. Any violation of the contractual obligations may be considered as a substantial breach, if such violation is repeated notwithstanding a request by the other party to fulfill the contract obligations.
18.4. Furthermore, the parties agree that the following situations shall be considered as exceptional circumstances which justify the earlier termination by the other party: bankruptcy, moratorium, receivership, liquidation or any kind of composition between the debtor and the creditors, or any circumstances which are likely to affect substantially one party's ability to carry out his obligations under this contract.
18.5. Each party can cancel this agreement for any reason whatsoever upon giving at least three (3) months written notice to the other party. Such notice shall be given in person or by registered mail to the other party. The three (3) months notice shall begin to run from the time it is given in person or from the time of mailing the notice by registered mail.
18.6. If the Distributor does not for any 6 months period order or purchase products from the Supplier according to this contract, the Supplier is no longer bound by the contract and is entitled to find another distributor in the Territory. If the Supplier decides to use this right he shall notify the Distributor in writing (letter, fax or telegram) and the contract is thereby immediately terminated without further notice.
Indemnity in case of termination
19.1. Neither party shall be entitled to any indemnities or compensation in case of termination or cancellation of his contract. In case of termination or cancellation of this contract the Distributor has no right to return already bought articles of the Product.
Arbitration - Applicable law
20.1. Any dispute arising out of or in connection with the present Contracts shall be finally settled in accordance with Icelandic law.
Automatic inclusion under the present contract
21.1. The annexes attached to this contract form an integral part of the agreement. Annexes or part of annexes which have not been filled in will be effective only to the extent and under the conditions indicated in this contract.
22.1. The English text of this contact is the only authentic text. This contract is made in two copies.
The Supplier Signature The Distributor Signature