Professional Documents
Culture Documents
BETWEEN
AND
Dated ____________
PARTIES
LEMONGRASS HOUSE LIMITED PARTNERSHIP
BACKGROUND
The Supplier wishes to appoint the Distributor as its exclusive distributor
for the promotion and sale of the Products within Pakistan (all as defined
below),
The Distributor wishes to promote and sell and the Supplier wishes to grant
the Distributor the right to promote and sell the Products within the
Territory on the terms of this agreement.
AGREED TERMS
This distributor agreement (“Agreement”), which has been executed on
behalf of each of the party by a duly authorized signatory on the date set
out below, and is deemed to come into effect on the Commencement Date.
1.2 Business Day: a day (other than a Saturday, Sunday or public holiday
in Thailand or Pakistan) when banks are open for business.
1.6 Products: the Products which are ordered by the Distributor and have
been listed in Schedule-B hereto. The products shall be of the type and
specification manufactured and packed under the Trade Marks and any other
products developed by the Supplier which the Supplier may permit the
Distributor, by express notice in writing, to distribute in the Territory
1.9 Trade Marks: the trade mark registrations and applications and any
further trade marks that the Supplier may permit, or procure permission
for, the Distributor to use in the Territory in respect of the Products by
express notice in writing.
1.10 Year: the period of 12 months from the day of signing this agreement
and each consecutive period of 12 months thereafter during the Term.
1.11 Clause, schedule and paragraph headings shall not affect the
interpretation of this agreement.
2. APPOINTMENT
2.2 The Distributor shall purchase the Products only from the Supplier.
The Supplier shall sell Products in the territory of Pakistan only to the
Distributor.
(d) commit the Supplier to any third party contracts signed by the
Distributor for sale of the Products.
2.4 For the avoidance of doubt, nothing in this agreement shall restrict
or prohibit the sale by the Distributor of other products and services that
are non-competitive with the products, services, and image of Lemongrass
House in the Territory.
3.1 The Distributor undertakes and agrees with the Supplier that at all
times during the Term it will:
(a) use all reasonable endeavors to promote the distribution and sale of
the Products in the Territory;
4. SUPPLY OF PRODUCTS
The Supplier undertakes to dispatch all orders for the Products ordered by
the Distributor in accordance with terms of delivery set out in Schedule A.
The Distributor shall buy the Products for resale as agreed under this
agreement.
The Supplier acknowledges that time for delivery stated in the order shall
be of the essence.
6. DELIVERY
(a) the Supplier shall dispatch all orders received from the Distributor
within 2 months.
6.1 The prices to be paid by the Distributor to the Supplier for the
Products are to be the wholesale prices notified to the Distributor by the
Supplier from time to time. The prices applicable as at the Commencement
Date are the wholesale prices of the Supplier. All Retail pricing should
be set to allow a minimum 24% profit above all overhead costs including
staffing, products, transport, rentals, administration, and marketing.
6.2 The Supplier shall give the Distributor 60 days notice of any
increase in the prices for the Products. Prices are based on the currency
of Thai Baht.
6.3 The Supplier shall invoice the Distributor half of the value of any
order placed with the Supplier at the time of placing the order and the
remaining half upon receipt by the Distributor of proof of dispatch of the
order by the Supplier. All invoices shall be in USA dollars based on
current Thai Baht rates and payable via bank wire transfer. All payments to
the Supplier shall be made to the account designated on the invoice (or to
such other account as the Supplier may notify the Distributor in writing).
6.4 All payments shall be made within a period of 15 days of the date
when the invoice is received by the Distributor. Thereafter, any payment
made shall be considered as late payment. Late payments shall be subject to
interest at 5% per month above the base rate of the Bank of Thailand.
7. TAXES
7.1 All taxes, charges, levies, assessments and other fees of any kind
imposed in respect of the purchase or import of the Products shall be the
responsibility of, and for the account of, the Distributor.
(a) be responsible for the advertising and promoting the Products in the
territory of Pakistan; and follow the guidelines of the Supplier.
(b) (subject to restrictions of space and the terms of any lease for the
physical sales outlet(s)) use reasonable endeavors to display advertising
materials and other signs provided by the Supplier.
8.2 The Supplier shall provide the Distributor with information on the
advertising and promotion carried out by the Supplier. The Supplier shall
supply any promotional and advertising material that is available.
9.2 The Distributor shall inform the Supplier of all laws and
regulations affecting the manufacture, sale, packaging and labeling of
Products which are in force within the Territory or any part of it (Local
Regulations) at the date of this agreement.
9.3 The Supplier, in turn, warrants to the Distributor that the Products
are safe, fit for their purpose and comply with the Local Regulations in
force at the date of this agreement.
9.4 The Distributor shall give the Supplier as much advance notice as
reasonably possible of any prospective changes in the Local Regulations.
10.1 The Parties shall not engage in any activity, practice or conduct
which would constitute an offense under the laws of Thailand and/or the
Republic of Pakistan, if such activity, practice or conduct had been
carried out in Thailand and/or the Republic of Pakistan.
10.2 The Supplier warrants to the Distributor and shall ensure at all
times that the Products and ingredients for the Products are sourced and/or
manufactured in a lawful manner and that neither the Supplier, nor its sub-
contractors or suppliers, make use of child labour or forced labour.
11.1 The conditions of sale of the Supplier that apply to all sales by
the Supplier to the Distributor under this agreement. If there is any
inconsistency between such conditions of sale and the remaining terms of
this agreement, the latter shall prevail.
12.2 The Products shall be sold under the Trade Marks. On all Products,
containers and advertisements for the Products, the Lemongrass House logo
shall be used and the registered Trade Marks or "TM" in conjunction with
any Trade Marks application.
12.3 All representations of the Trade Marks that the Distributor intends
to use shall first be submitted to the Supplier for approval before use,
such approval not to be unreasonably withheld or delayed.
12.4 The Distributor shall not, without the prior written consent of the
Supplier, alter or make any addition to the labeling or packaging of the
Products displaying the Trade Marks.
12.5 The Supplier warrants that it owns the Trade Marks, that it is
entitled to grant the license set out in clause 12.1 and that the use of
the Trade Marks by the Distributor shall not infringe any intellectual
property rights of third parties. The Supplier shall indemnify the
Distributor against any claims by third parties that the use of the Trade
Marks by the Distributor infringes their intellectual property rights.
12.6 Each party shall promptly give notice in writing to the other if it
becomes aware of:
(b) any claim that any Product or the manufacture, use, sale or other
disposal of any Product within the Territory, whether or not under the
Trade Marks, infringes the rights of any third party.
(a) the other party fails to pay any amount due under this agreement on
the due date for payment and remains in default not less than 60 days after
being notified in writing to make such payment; or
(b) the other party commits a material breach of any material term of
this agreement (other than failure to pay any amounts due under this
agreement) and (if such breach is remediable) fails to remedy that breach
within a period of 30 days of being notified in writing to do so; or
(f) the other party purports to assign its rights or obligations under
this agreement (except in accordance with clause 19).
13.3 Subject to clause 13.4, the Supplier may give notice in writing to
the Distributor terminating this agreement immediately if the Distributor
fails in any Year to fulfill the Minimum Commitment for that Year.
13.4 For the purposes of clause 13.3 only, if in any Year the Distributor
fails to fulfill the Minimum Commitment, it may carry forward any excess
purchases over the Minimum Commitment made in the previous Year to make up
the difference between the actual quantity purchased and the Minimum
Commitment.
14.1 Termination of this agreement for any reason shall not affect any
rights or liabilities accrued at the date of termination.
14.2 On termination:
(a) the Supplier shall have the option to buy from the Distributor any
stocks of the Products at the same price the Distributor paid for them. To
exercise the option, the Supplier must give notice to the Distributor
within 30 days of termination, stating the quantities of Products it wishes
to buy. The Distributor shall deliver such Products to the Supplier within
1 month of receiving payment in cleared funds from the Supplier. The
Supplier shall be responsible for the costs of packaging, insurance and
carriage of the Products;
(b) if the Supplier chooses not to exercise its option to buy back the
Products under clause a, the Distributor shall sell or otherwise dispose of
its remaining stocks of Products in such manner as it may in its absolute
discretion decide.
15. CONFIDENTIALITY
15.1 Each party undertakes that it shall not at anytime, disclose to any
person any confidential information concerning the business, affairs,
customers, clients or suppliers of the other party or of any member of the
group of companies to which the other party belongs.
15.2 No party shall use any other party's confidential information for
any purpose other than to perform its obligations under this agreement.
16.1 A party, provided that it has complied with the provisions of clause
16.2 shall not be in breach of this agreement, nor liable for any failure
or delay in performance of any obligations under this agreement arising
from or attributable to acts, events, omissions or accidents beyond its
reasonable control (Force Majeure Event), including any of the following:
(g) any labour dispute, including but not limited to strikes, industrial
action or lockouts (other than in each case by the party seeking to rely on
this clause, or companies in the same group as such party).
16.2 Any party that is subject to a Force Majeure Event shall not be in
breach of this agreement provided that:
(a) it promptly notifies the other parties in writing of the nature and
extent of the Force Majeure Event causing its failure or delay in
performance;
(b) it could not have avoided the effect of the Force Majeure Event by
taking precautions which, having regard to all the matters known to it
before the Force Majeure Event, it ought reasonably to have taken, but did
not; and
(c) it has used all reasonable endeavors to mitigate the effect of the
Force Majeure Event to carry out its obligations under this agreement in
any way that is reasonably practicable and to resume the performance of its
obligations as reasonably possible.
16.3 If the Force Majeure Event prevails for a continuous period of more
than six months, the unaffected party may terminate this agreement by
giving 14 days written notice to the other party. On the expiry of this
notice period, this agreement will terminate. Such termination shall be
without prejudice to the rights of the parties in respect of any breach of
this agreement occurring prior to such termination.
17.1 This agreement (and any document referred to in it) constitutes the
whole agreement between the parties and supersedes all previous agreements
between the parties relating to its subject matter.
17.2 Nothing in this clause 17 shall limit or exclude any liability for
fraud.
18. VARIATION
19. ASSIGNMENT
19.1 This agreement may not be assigned by the Distributor without the
prior written consent of the Supplier.
19.2 This agreement may not be assigned by the Supplier without the prior
written consent of the Distributor.
19.3 Each party to this agreement is acting on its own behalf and not for
the benefit of another person.
20.1 The parties declare that they each have the right, power and
authority and have taken all action necessary to execute and deliver and to
exercise their rights and perform their obligations under this agreement.
21. WAIVER
23. NOTICE
23.3 Any notice or other communication shall be deemed to have been duly
received:
(a) if sent by e-mail to the receiving party’s e-mail address set out
in 23.1 above, on the next Business Day after an acknowledgement e-mail
sent by the receiving party has arrived with the sending party; or
(b) if delivered by commercial courier, on the date and at the time that
the courier's delivery receipt is signed.
(a) all times are to be read as local time in the place of deemed
receipt; and
(b) if deemed receipt under this clause 23 is not within business hours
(meaning 9.00 am to 5.30 pm Monday to Friday on any Business Day), the
notice or other communication is deemed to have been received when business
next starts in the place of receipt.
23.5 The provisions of this clause 23 shall not apply to the service of
any proceedings or other documents in any legal action.
24.1 A person who is not a party to this agreement shall not have any
rights under or in connection with it by virtue of the Contracts (Rights of
Third Parties) Act 1999.
26. COUNTERPARTS
27.3 The mediation will start not later than 30 days after the date of
the ADR notice. The commencement of a mediation will not prevent the
parties commencing or continuing court proceedings.
27.4 The parties irrevocably agree that the courts of the Republic of
Pakistan shall have exclusive jurisdiction to settle any dispute or claim
that arises out of or in connection with this agreement or its subject
matter or formation (including non-contractual disputes or claims) which
have not been settled through mediation.
28. Indemnification
1.2.2 specify the type and quantity of Products ordered, and the Products'
code numbers (where applicable); and
1.3 The Distributor may not at any time prior to dispatch of the
Products amend or cancel an Order. If the Distributor cancels an Order, its
liability to the Supplier is for the full cost of the order.
2.2 The Products supplied to the Distributor by the Supplier under this
agreement shall:
3.1.1 The Distributor shall arrange for shipping of the Products by sea or
air from Thailand to The Republic of Pakistan.
3.1.2 The Supplier shall arrange the transportation of the Products to the
agreed air or sea port in Thailand(at the expense of the distributer) from
which the Products will be transported to The Republic of Pakistan by the
Distributor’s chosen shipping service. All shipping will be under the
terms ExWorks.
3.1.3 The Distributor shall arrange insurance for the Products in transit
from the agreed air or sea port in Thailand to Pakistan at its own expense.
3.1.4 Risk in the Products shall pass to the Distributor upon collection
of the Products by the Distributor’s nominated shipping service at the
agreed air or sea port in Thailand.
MINIMUM COMMITMENT
Five years then an additional five years upon mutual agreement.
The Distributor shall market and sell the products online within the
Territory. The Distributor shall develop an online retailing website and
social media pages after execution of this agreement. The Distributors
website must be pre-approved by the Supplier prior to broadcast.
All third party sales avenues and sub-franchise agreements must be pre-
approved by the Supplier.
PARTIES DETAILS:
Supplier
“Lemongrass House”
Bank details:
Bank Address: Bangkok Bank ,333 Silom Rd., Bangkok, Thailand 10500
Tel: +662-234-333,
General Manager
Mr.Witchukorn Korngoenklang
........................................
Distributor
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Name:_________________________ Name:_______________________
WITNESSES:-
Signature:_______________________ Signature:___________________