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COMMERCIAL DISTRIBUTION AGREEMENT

In Barcelona, on October 20, 2020

TOGETHER

Mr. Carlos Martínez Feliu, of legal age, with DNI 46357282-T and domicile in
Barcelona, acting on behalf of and representing Condonia, SL registered in the
Mercantile Registry of Barcelona with registered office at C/ Varsovia, nº 40 - 08041
Barcelona and with CIF B-63923379, in possession of sufficient powers for this act.
(Supplier)

D. ______________________, of legal age, with Passport No. _____________ issued


on ____________________, acting on behalf of ___________________ registered in
the registry under the laws of _________________, with registered office at
__________________________________________, in possession of sufficient
powers for this act. (Distributor)

MANIFEST

That the parties are interested in formalizing this contract; that they have sufficient
powers to sign it; that they recognize the necessary legal capacity to be able to carry
out the celebration and expressly declare that they act freely, voluntarily and not
flawed.

EXPOSE

1.- That the Supplier is engaged in the manufacture, import, supply and distribution of
various types of condoms, lubricants and related material, and in particular the
products defined here under the Spanish brand Sensitex®. The Supplier is the owner
of the Spanish brand Sensitex® and has an intellectual property right for the products
of said brand and its development in Spain and other countries around the world. The
Supplier has a national and international reputation and has the ability to develop new
products and models, in order to improve market satisfaction.

2.- The Supplier is interested in granting the Distributor an exclusive distribution of the
condoms of the Spanish brand Sensitex® in the territory of Namibia in the formats
stipulated in Annex I, as well as rights to register said brand in Namibia.

3.- The Distributor is a company registered in Namibia that has a good knowledge of
the market in its sector and is interested in distributing the Supplier's products in said
market.

For all these reasons, both parties wish to formalize this contract in accordance with
the following

CLAUSES

I. PURPOSE OF THE CONTRACT

The Supplier grants the Distributor the exclusive right, under the terms and conditions
contained herein, to purchase, promote and distribute the condoms of the Spanish
brand Sensitex® in Namibia in the formats stipulated in Annex I.

II. OBLIGATIONS OF THE SUPPLIER

The Supplier grants the exclusive distribution of condoms and lubricants of the Spanish
brand Sensitex®to the Distributor, within the territory of Namibia in the formats
stipulated in Annex I. Other territories will be previously agreed by both parties.

The Supplier authorizes the Distributor to register the Sensitex® brand in Namibia, as
well as to register the products supplied by the Supplier of the Sensitex® brand in the
………………………………….., in order to comply with the legislation of Namibia. In
any case, the use and exploitation of the Sensitex® brand will always be subject to the
authorization of the Supplier as specified in the conditions of this contract.
The Supplier undertakes to transfer to the Distributor any new customer who contacts
him with an interest in the Sensitex® brand products and who belongs to Namibia or is
interested in marketing them in the territory within Namibia in the agreed Sectors.

The Supplier undertakes to provide the Distributor with any materials, documents or
designs that are considered necessary for the exploitation of the brand.

The Supplier guarantees that all its Sensitex® brand products are new, recently
manufactured and of good quality, that they comply with current regulations in Spain,
and that they are duly reported to the Spanish Medicines Agency. AND The Supplier
undertakes to propose products in accordance with the approved order, and that all
products comply with the European standards EN ISO 4074 (CE Marking). Each product
will also indicate the batch number and expiration date.

The Supplier undertakes to provide the Distributor with the requested quantities of the
products within the agreed terms and conditions.

III. OBLIGATIONS AND RIGHTS OF THE DISTRIBUTOR

The Distributor undertakes to purchase condoms and lubricants exclusively from the
Supplier, during the term of the contract, according to the terms and conditions of this
document for a minimum annual quantity, stipulated in Annex I. The contractual
quantities and minimum order quantities will be readjusted each year according to the
potential market.

The Distributor acknowledges that they will only have the right to use and exploit the
Sensitex® brand as long as it is through the Supplier, understanding that the prior
authorization of the registration of the brand by the Supplier to the Distributor is merely
to comply with current legislation of Namibia, but that the control of said brand will
always reside in the Supplier even after the termination of this contract, which is the
holder of the Sensitex® brand internationally.

The Distributor undertakes not to alter the products or the creatives of the Sensitex®
brand without the prior written authorization of the Supplier, nor to alter the design of
the brand.

The Distributor is free to set the resale price of the products, as long as it does not
come into direct competition with the Supplier. Likewise, the Distributor undertakes to
avoid entering into conflict or competition with the Supplier, respecting its current
customers.

The Distributor undertakes to make the payment of the corresponding amounts as


established in the provision relating to economic conditions.

In the event that at the end of the period, the Distributor had not reached the agreed
minimums, the Distributor must request the Supplier the remaining amount until
reaching the stipulated minimum, or otherwise the Supplier may terminate the contract
or negotiate new conditions.

The Distributor undertakes to vigorously and effectively promote the sale of the
Supplier's products through all existing distribution channels in the agreed Sectors, in
accordance with the established marketing policies and programs. The Distributor will
make its best efforts to sell the Supplier's products, always acting in good faith.
Distributor is authorized to enter into written agreements with its distributors in
connection with the purchase, resale and servicing of Supplier's products on forms
approved by Supplier for this purpose.

IV. TERMS OF SALE

All sales of Supplier's products will be made in accordance with this Agreement and
under the conditions established by Supplier. In case of modifications in said
conditions, the Supplier will notify at least thirty (30) days in advance.

Except as expressly agreed to by Supplier in advance, this Agreement shall control all
aspects of the relationships between Supplier and Distributor with respect to Supplier's
products, and any additional or different terms in an order from Distributor shall be
disclaimed. Any affiliate, subsidiary or parent of both entities must respect this
agreement.

V. ORDERS

The Distributor must provide the Supplier with all the details of the order.

Cancellations of orders in process will not be accepted for any reason and therefore
amounts paid will not be refundable.

All modifications to an order will require the prior written approval of the Supplier, which
will indicate the consequences.

SAW. DELIVERY
The Supplier will correctly provide all the packaging elements for shipment. The
pertinent objections related to the delivery must be made on the transport receipt and
communicated to the Supplier within 72 hours of delivery. The shipper will be selected
by the Supplier unless the Distributor requests a reasonable alternative.

VII. RETURNS

Returns will not be accepted without the prior written agreement of the Supplier. If it is
proven that the products have been defective before delivery, the Supplier will propose
the replacement or compensation. If not, Supplier may impose a reasonable restocking
charge.

The distributor must report any damage caused during transport on the transport
receipt and the Supplier must be informed within 72 hours. Otherwise, no claim for
transport damage will be accepted.

VIII. PAYMENT DEADLINE

Upon receipt of an order request, the Supplier will provide the Distributor with a
proforma invoice for the total amount of the order. The Distributor must then send the
Supplier proof of payment by International bank transfer of the total amount, to the
bank indicated by the Supplier. Failure to pay entitles the Supplier to terminate the
contract.

In the event that the Supplier could not carry out the collection due to problems derived
from the Distributor, the Supplier would contact the Distributor to inform him and
resolve the situation. If the situation persists for more than thirty (30) days, the Supplier
may decide to terminate the contract alleging suspension of payments.

The Supplier is the owner of the goods delivered until full payment by the Distributor. In
case of non-payment, you can claim their restitution.

IX. DURATION
This contract will enter into force on the day of signing this contract, with a duration of
12 months. The extension of this Agreement will be mutually negotiated and agreed
upon thirty (30) days prior to the expiration of this Agreement. In case of extension, a
price revision will be applied if applicable.

In the event of unforeseen circumstances leading to a general price increase beyond


the Supplier's control, the Supplier reserves the right to impose reasonable price
increases, during the contract period.

In the case of introducing a new variant of condom or condom container, the prices will
be discussed and agreed between both parties.

The Distributor and the Supplier may terminate the contract giving three (3) months
notice by either party citing reasonable grounds and good faith in the business.

Upon termination of this Agreement, Distributor shall return to Supplier all technical and
other confidential information provided within fifteen (15) days after termination of this
Agreement.

X. SECRECY AND DATA PROTECTION

The parties undertake to maintain absolute secrecy regarding all existing confidential
information, both during the term of this contract and once it has ended. Confidential
information shall be understood as all information, principal or accessory, exchanged
by the parties to carry out this contract.

The parties declare to know and expressly comply with the European and Spanish
legislation on data protection, in particular the provisions of Law 15/1999, committing to
treat the data obtained from the development of this project in accordance with said
regulations.

The Distributor expressly accepts that his data be included in a file, automated or not,
in order to manage this contractual relationship, send advertising and commercial
information of the Supplier. However, the parties are informed of their rights of access,
rectification, cancellation and opposition regarding their rights of a personal nature,
requesting it in writing at the address indicated at the beginning of this contract.

Notwithstanding the aforementioned confidentiality conditions, either party may make


disclosures required by the laws or jurisdiction of their countries or as directed by the
courts or government authorities of their countries.

XI. RESPONSIBILITY
The Supplier will be exclusively responsible in the cases of not complying with the
provision of the service, in the time, term and manner stipulated in this contract.

The Supplier is not responsible for possible breaches or delays due to force majeure,
or that are beyond its control.

In the event of termination of the contract due to breach by the Distributor in any of its
obligations, and in the event that the latter has not reached the agreed minimum
proportional quantity of products, the Supplier may demand compensation from the
Distributor for an amount equivalent to the part Proportional amount of remaining
products until the expiration date.

XII. COMMUNICATIONS

The parties undertake to communicate all the information that may be necessary for
the correct development of the project. All communication between the parties
regarding this contract will be made in writing or by telephone. For the purposes of
communications and/or notifications, the parties designate:

supplier

Address at C/ Varsovia, nº 40 - 08041 Barcelona, with Fax number (+34) 933 252 131,
email info@condonia.com and Telephone (+34) 933 252 131.

Distributor

Address at __________, with fax number


_______________, email _____and Telephone
____________.

Any notification or request under this agreement will be in writing and will be deemed to
have been sufficiently determined if it is sent by certified mail, postage paid or by fax,
or e-mail, and mandatorily confirmed by certified mail, addressed to the Party to be
notified at your address, as indicated above.

Any change of address or contact address must be communicated to the other party in
writing at least ten (10) business days in advance.

XIII. EXTINCTION

In addition to the general causes of Law, this contract will be terminated:


a. For the course of it.

b. For being declared in a situation of suspension of payments, bankruptcy or


bankruptcy of any of the parties.

c. For breach of the obligations stipulated in this contract.

d. For other causes provided by law.

In the event of termination of this contract, the Distributor shall not be entitled to
compensation for goodwill or similar compensation.

XIV. JURISDICTION AND APPLICABLE LAW

In the event that any term or provision of this Agreement becomes invalid, illegal, or
otherwise unenforceable in any way for any reason, its unenforceability will not affect
any other term or provision of this Agreement. In such event, this Agreement shall be
construed and construed as if such term or provision, to the extent of unenforceability,
had never been included.

All litigious issues regarding this commercial contract will be governed by Spanish
legislation, specifically by the provisions of the Commercial Code, and failing that, by
the Spanish provisions of the Commercial Code, Special Laws, commercial uses and
on a supplementary basis, by the Civil Code.

In any case, it will be mandatory that in case of conflict the parties try to resolve the
issue by mutual agreement, submitting, where appropriate, to the Courts and Tribunals
of Barcelona (Spain) that correspond by order.

And in proof of their agreement, those appearing in the concept in which they
intervene, sign this distribution contract in duplicate on all its pages, in the place and on
the date indicated in the heading, Spanish being the language used for the same.

The Supplier The Distributor


ANNEX I

Confidential Rates

Model Inner
144pcs Box – Sensitex Natural 8€
144pcs Box – Sensitex Strawberry - Red 8,50€
144pcs Box – Sensitex Tutti Fruti 9€
144pcs Box – Sensitex Extra Strong 9€
144pcs Box – Sensitex Extra Thin 10€
144pcs Box – Sensitex XL 10,50€

In each year following the signing of this agreement, the increase corresponding to the
CPI of the previous year will be applied, if applicable.

Committed Quantities

The Distributor undertakes to request from the Supplier a minimum quantity of 500,000
condoms per year during the first two years, divided into any of the varieties stipulated
in the previous table. As of the third year, the conditions must be renegotiated between
the Distributor and the Supplier.

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