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Dealer Agreement

This Agency Agreement is entered into this 27th day of February, 2024by and between:

Nolar obi International LLC, ( " the Principal ")


250 Brownswitch Road, Untt 177, Slidell, Louisiann, USA 70458

and

APM Green Tech (Ihailand) Co, Ltd lwv@ its registered ffice at
Room lxl14 3rd Floor, Summer Hill, 1106 Sukhumvit Phra lftanong Kltlong Toett, Bangkok
10110, Thailand (APM
And
IW. Frutcis Wolugembe, lulwket Plaform Coordinaor Thailqnd and South East Asian Region, Amstw*
Nolsobi Internaional LLC DXl Pro&rcts
Hereafier called: ('the Dealer")

'WHEREAS, Nolarobi International LLC., hereinafter referred to as "Nolarobi", is an authorized


Distributor of DXI "Fuelants" and other products, patented Bio-Esther-based lubricants for
engines and fossil fuel (notably diesel and bunker fuel), and duly authorized to promote, sell,
market andlor distribute the same."; \ilhereaso the Principal and the Dealer intend to enter into this
Agreement whereby the Principal shall authorize the Dealer to sell the DXI Products. Now,
therefore, in consideration of the mutual promises contained herein, and for good and valuable
consideration, the Principal and the Dealer agree as follows:

l.Appointment of Dealer. Upon the terms and conditions ofthis Agreement, the Principal hereby
appoints the Dealer as an authoizf,d, exclusive Dealer for the sale of the Omstar Products in the
counfiy of Thailan{ Malaysiq Laos and the rest of the world, excluding the countries within this
agreement, section4, and the Dealer hereby accepts such appointnent. With this appoinffien!
there shall be a target of minimum sales as follows:

First three months 15 barrels.


Second tlree montls 25 barrels.
Thfud three months 50 barels.
Fourth tlree months 80 barrels.
Total First year 170 barrels

Total second year 320 barrels


Total third year 480 barrels

New targets shall be set prior to the fourth year in and subsequent years.

2.Sale Price of the Omstar Products. The Dealer may sell the barrel at a price of his discretion.

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3.Compensation to Dealer. The Principal shall sell to the Dealer a barrel DXl and other products
offered by Nolarobi. For a cost of a barrel for $8,500 US Dollar. This is $1.21 US Dollars per
ormce.

4.Areas of Responsibility to the Dealer. Dealer may market and sell the products in Thailand,
Malaysi4 Laos and any areain the world as nonexclusive except for the following areas below.

.Honduras
.Philippines
.Mexico
.Morocco

S.Duties of the Dealer.


(a)Dealer Activities. The Dealer agrees to exercise best efforts to actively promote the
market and sell Nolarobi products and, at all times, the Dealer shall act in the best interests of the
Principal in performing the Dealer's duties underthis Agreement.

(b)Use of Third Party. In the event that the Dealer wishes to engage the services of a third
party or organize a sales force, it is agreed and understood that any and all agreements or
compensation package shall strictly be between Dealer and said third party and/or sales force.
Nolmobi not be responsible and shall be held free and hamrless from any and all liability
whatsoever mising from any such agreement with the third party and/or sales force.

(c)Appropriate Use of Products, The Dealer shall exercise best efforts to train customers
as to the proper usage and application of Nolarobi Products in accordance with the specifications,
data sheets, and other information supplied by the Principal from time to time to the Dealer.

(d)Compliance with Laws. The Dealer shall comply with all laws, ordinances and
regulations, state and federal and foreign national applicable to the Dealer's business and shall hold
the Principal harmless from actions arising from Dealer's conduct of its business.

(e) Payment of Products: It is agreed and understood that upon placing the "Purchase
Order", Dealer shall deposft sUyo of the agreed Unit Price to the Principal's bank account via Wire
Transfer or confirmed irrevocable letter of credit. Upon verification ofthe 50% deposit, Principal
shall initiate product procurement.

When products are ready for pick-up, Principal shall inform Dealer of its availability. Thereafter,
the Balance af 5V/o shall be paid within 5 working days of such noffication. Upon verification of
the payment of the 50Yo balance due, Principal shall inform Dealer of the name and telephone
number of the freight forwarder as well as the pertinent Order Number for pick-up.

6.Force Majeure. The Principal shall be excused &om delay or non-perfonnance in the delivery
of an order and the Dealer shall have no claim for damages if such delay or failure is caused by
occlrrrences beyond the control of the Principal including, but not limited to, market conditions,
acts of God, acts ofwar, acts ofterrorism, riots and civil disturbances, expropriation or confiscation
of facilities or compliance with any order or request of govemmental authority, strikes, labor or
employment difficulties whether direct or indirect; or any cause whatsoever which is not within
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the reasonable contol of the Principal. The Principal shall immediately notify the Dealer of the
existence of any such force majeure condition and the anticipated exte,nt of any delay or possibility
of non-delivery.

T.Indemnification of the Company. Underno circumstances shall the Principal be liable for any
act, omission, contract, debt or other obligation of any kind of the Dealer or any salesman,
employee, Dealer or other person acting for or on behalf of the Dealer. The Dealer shall indemnifu
and hold the Principal harmless from any and all claims, liabilities, losses, damages or expenses
(including reasonable attorneys, fees and costs) arising directly or indirectly from, as a result of,
or in connection wittu the Dealer's operation ofthe Dealer's business. The terms of this
shall survive the termiration of this Agreement.

8.Indemnification of Dealer. Under no circumstances shall the Dealer be liable for any product
liability, act, omission, contract, debt or other obligation ofany kind ofthe Company. The Principal
shall indemnify and hold the Dealer hamrless from any and all claims, liabilities, losses, damages
or expenses (including reasonable attorneys, fees and costs) made against Dealer arising directly
or indirectly from, as a result of, or in connection with, the Principal's operation of the Principal's
business. The terms of this indemnity shall survive the termination of this Agreement.

9.Dealer agrees to keep all tenns and conditions of this Agreement in strict confidence and further
agrees that, without the prior written consent of the Principal, Dealer may not disclose any part of
this Agreement either verbally or in writing to any other entity or person, except as may be
trecessary to enforce this Agreement. This obligation to refrain from disclosing any part of this
Agreement shall remain in full force and effect even if this Agreement is assigned, or in any
manner transferred to any entity not a Party to this Agreement. Furthermore, such obligation to
refrain from disclosing any part of this Agreement to any other entity shall be binding not only
upon Dealer, but also upon his Dealers, officers, parhrers, legal representatives, associates, heirs,
successors and assignees.

10.Patent and Trademark Indemnity. The Principal will defend at its expense any legal
proceeding brought against the Dealer based on a claim that Nolarobi products sold by the
Principal underthis Agreement infringe upon any United States or otherpatent ortrademark.

ll.Dispute Settlement by Mediation. Disputes between the Parties to this Agreement shall be
settled solely by Mediation through the auspices of Alternative Dispute Resolution ("ADR') by a
retired Judge acting as a Mediator.

l2.Litigation. In the event that Mediation jurisdiction and venue for


does not resolve the case, the
any remaining dispute is the Los Angeles Superior Court at 111 North Hill Street, Los Angeles,
Califonria 90012. The parties agree that the prevailing party shall be entifled to an award of legal
fees and costs.

l3.Applicable Law, Jurisdiction and Venue. This Agreement shall be construed under, and
governed by, the laws of the State of California United States of America.

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14. Notices. Any notice or other commrmication related to this Agreement shall only be effective
if sent by Certified mail, postage prepaid, to the address set forth in this Agreement, or to such
other address as rnay be designated in writing by either party to the other puty.

l5.Good X'aith and Fair Dealing. This Agreement contains a covenant of good faith and fair
dealing whereby the Principal and the Dealer agree to act in good faith towards each other and to
deal with each other fairly regarding their respective rights and duties and obligations under this
Agreement.

l6.Attestation. In attestation and confirrnation of the acceptance of the terms and conditions of
this Agreement and intending to be legally bound thereunder, the Parties hereby execute this
Agreement by affixing their respective signatures hereinbelow.

Dealer: Alfred APM Green Tech (Thailand) Co., Ltd, Angamvile Bandua Chief Executive Officer

Signature:

Print Name:

I)ate:

Dealer: Mr. Francis, Market Platform Coordinator Thailand and South East Asian Region,
Omstar--Nolarobi International LLC DXl Products

Signature:

Print Name:

Date

Market Platform Coordinator Africa Region, Nolarobi International LLC, Rev. Philip Fred KATO,

Signature:

Print Name:

Date

Principal: Nolarobi International Gary Charles Abel

Signature:

Print Name: 6 qn g,
Date: 4-J.>"-- a y
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