EXCLUSIVE IMPORTER AGREEMENT

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March 19, 2023

EXCLUSIVE IMPORTER AGREEMENT

THIS IMPORTER AGREEMENT(this “Agreement”) is made and effective as of _____________(Effective Date), by and between ___________(Sender, Company), a _________(Sender, Country) company with an address located at__________ (Sender, Address) (“Company”), and ___________(Client Company), a________ (Client, Country) company, with an address located at _____________(Client, Address) (“Importer”)

Preamble

Company manufactures and sells _____________________hereby referred to as (the “Products”). Importer desires to purchase the Products from Company for resale in the territories or geographic areas listed below (1b). Company desires to appoint Importer as its exclusive Importer of the products in the Territory, and Importer desires such appointment subject to the terms and conditions set forth in this Agreement, including any exhibits and schedules attached hereto.

Now, Therefore in consideration of the foregoing, and of the mutual benefit contained herein, the Parties, intending to be legally bound, agree as follows:

Agreement of the Parties

  1. Appointment, Acceptance and Scope
  2. Exclusive appointment- Subject to the terms and conditions of this Importer Agreement, Company hereby appoints and grants Importer the exclusive right to sell and distribute the Products to customers located in the Territory (the “Customers) and to render other services as an Importer for Company as set forth herein. Importer shall limit its activities with respect to the Products to Customers located within the Territory and refrain from selling or otherwise transferring, directly or indirectly, the Products to any person outside the Territory, without the express written consent of Company.
  3. Territory. The rights granted to Importer hereunder are granted for the following geographical areas and markets: North America.
  4. Products.  The Products manufactured and sold by Company to Importer to distribution hereunder are as follows:_______________________________
  5. Relationship of Parties. Importer is an independent contractor and is not and shall not be deemed to be an employee, legal representative, dealer, general agent, joint venture or partner of Company for any purpose. Importer acknowledges that Company has not granted it any authority to make changes to Company’s terms and conditions of sale, grant any warranties in excess of those extended by Company or limit its liabilities or remedies less than Company limits its liabilities and remedies, sign quotations, incur obligations (expressed or implied), or in general enter into contracts on behalf of Company or bind Company in any transaction with customers, governmental agencies or third parties.
  6. Orders, Price, Terms of Sale and Payment
  7. Communications pursuant to this Importer Agreement and Orders. Orders shall be made with the Company. Company understands that its timely acceptance of orders from Importer hereunder is an important element of this Agreement. Company shall have _________business days after its receipt to accept or reject any order.
  8. Prices and Shipment. Company agrees to sell, and Importer agrees to purchase, the Products in accordance with the Prices and Volume Discount of the Company.
  9. Minimum Order Quantity. Importer agrees to purchase a minimum of 3 containers of 40 ft length every year effective January 1,2022. Failure of the Company to supply the minimum quantity will lead to termination of the Agreement by Importer.
  10. Company shall package the Products for shipment in accordance with Importer’s instructions. All shipments of Products for Customers in the Territory, and any freight and shipping costs related thereto, will be Importer’s responsibility. Importer will promptly inspect the Products upon receipt at Importer’s facility to determine whether any Products included in the shipment are in short supply, defective or otherwise not in conformance with this Agreement. Within_________ days of receipt of such Products, Importer will notify Company of any shortages, defects, or non-conformance, and Customer will promptly replace such Products free of charge.
  11. Terms of Sale. All sales by Company shall be made in accordance with the terms and conditions of this Agreement.
  12. Resale of the Products. Importer shall not sell the Products below the minimum retail price set by the Company. The Company has a price schedule detailing the price for various quantities of products. The Importer shall not sell the Products below the minimum retail price set by the Company; selling below the minimum price will result in Contract termination.
  13. Representations

The Importer and Company, as applicable make the following representations, warranties, and covenants:

  1. Importer is a company duly organized, validly existing and in good standing in North America is qualified to do business in each Territory and is and will remain in compliance with all applicable laws and regulations in the conduct of its business and, specifically, in its sale of the Products and provision of any services hereunder.
  2. Company is a corporation, duly organized, validly existing and in good standing in Mississauga, ON, Canada and is and will remain in compliance with all applicable laws and regulations in the conduct of its business and, specifically, in its sale of the Products.
  3. Company warrants and represents that the Products will be free from defects in design, materials and workmanship and conforms to any specifications provided.
  4. Company has all rights, power, and authority to enter into this Agreement,
  5. Company’s execution of this Importer Agreement , and Company’s performance of its obligations and duties hereunder, do not and will not violate any agreement to which Company is a party or by which it is otherwise bound, and
  6. Neither Party is subject to any pending or threatened litigation or governmental action that could interfere with its Performance of this Agreement.
  7. This Agreement is the binding legal obligation of each Party and is enforceable in accordance with its terms.
  8. Responsibilities of Importer

Importer agrees that it will diligently perform the services and obligations detailed in this Agreement. The operations of Importer are under its sole and exclusive control, including without limitation supervision of, and liability for expenses incurred with respect to, employees. The Importer will use best reasonable efforts to distribute the Products in the Territory.

  • Responsibilities of Company

In addition to any other responsibilities stated in this Agreement, Company will:

  1. Provide, at Importer’s reasonable request any clarification or information with regard to any characteristics of the Products.
  2. Provide to Importer, without charge, reasonable quantities of promotional literature, brochures and commercial and technical information regarding the products;
  3. Provide sales support and technical training to Importer and its personnel as deemed reasonably appropriate by Company.
  4. Confidential and Proprietary Information
  5. As used herein, the term “Proprietary Information” means any information, technical data, or know-how (including, but not limited to, information relating to products, software, services , development , inventions, processes, techniques, customers, pricing, internal procedures, business and marketing plans or strategies, finances employees and business opportunities) disclosed by One party (the “Disclosing Party”) to the other (the “Recipient Party”) either directly or indirectly in any form whatsoever, including but not limited to, in writing, in machine readable or other tangible form, orally or visually.
  6. Unless otherwise expressly authorized by the Disclosing Party, the Recipient party agrees that it and any of its personnel receiving proprietary and confidential information under this Agreement shall treat such Proprietary Information in strict confidence with the same degree of care applied to its own Proprietary information of like importance, which it does not wish to disclose, publish, or disseminate to third parties.
  7. Duration and Termination
  8. Effective date and Duration. This Agreement shall become effective on the date first written above and shall continue in effect for a period of 5 years.
  9. Importer Option to Renew. Importer shall have the option to renew this Agreement for an additional 5 year period by providing written notice to Company within 30 days of the end of the initial period of this Agreement.
  10. Termination. Either Party may terminate this Agreement if the Other Party fails to perform its obligations hereunder and fails to correct such failure within 30 calendar days after receiving written demand therefore from the non-breaching Party, specifying the failure in sufficient detail for the breaching Party to correct such failure; provided, however, that upon a second breach of the same obligation by such Party, the other Party may forthwith terminate this Agreement upon notice to the breaching Party.
  11. Rights of Parties at Termination
  12. Obligations after Termination. In the event that this Agreement is terminated or expires on its own terms, Company shall have no further responsibilities to Importer except that in the event the Agreement terminates for any reason other than a breach hereof by Importer, Company shall be obligated to process orders accepted by Company prior to the effective date of such termination or expiration or within 30 days thereafter.
  13. Survival. Notwithstanding anything to the contrary set forth herein, no termination of this Agreement shall relieve any Party from any obligations hereunder which are outstanding on, or relate to matters or claims occurring or arising prior to, the date if such termination or which survive such termination by their own terms or nature.
  14. Indemnification and Limitation of Liability
  15. Indemnification. Each Party shall indemnify, hold harmless and defend the other Party and its officers, directors, agents, employees, and affiliates, from and against any and all claims, demands, actions, costs, expenses, liabilities, judgments, causes of action, proceedings, suits, losses or damages of any nature, which are threatened or brought against, or are suffered or incurred by, the Indemnified Party relating to this Agreement including without limitation : any negligent or tortious conduct, any breach of any of the representations, warranties, covenants or conditions of the Indemnifying Party contained in the Agreement, any violation of applicable laws or regulations, infringement or violation of any patent, copyright, trade secret, or other proprietary interest of any third party, and any breach of any express or implied warranties of merchantability and fitness for a particular purpose.
  16. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR PURCHASE OR USE OF THE PRODUCTS.
  17. Force Majeure

Neither Party shall be held liable for any failure to perform that is due to any cause or circumstance beyond the reasonable control of such Party, including without limitation a demand for such Products and other products manufactures by Company which exceeds Company’s ability to supply them, earthquakes, fire, accidents, floods, storms, other Acts of God, riots, wars, rebellions, strikes, lockouts or other labor disturbance, national or international emergencies, failure to secure materials or equipment from usual sources of supply, failure of carriers to furnish transportation, government rules, regulations, acts, orders, restrictions or requirements or any other cause or circumstance beyond the reasonable control of such Party. No such inability to deliver or delay in delivery shall invalidate the remainder of this Agreement.

  1. Trademarks

Importer shall not dispute or contest for any reason whatsoever, directly or indirectly, during the term of this Agreement and thereafter, the validity, ownership or enforceability of any of the trademarks of Company, nor directly or indirectly attempt to acquire or damage the value of the goodwill associated with any of the trademarks of Company, nor counsel, procure or assist any third-Party to do any of the foregoing. Importer will not institute any proceedings with respect to the trademarks of Company either in Importer’s own name or on behalf of Company without express written permission of Company.

  1. Amendments

This Agreement may be amended only by a writing signed by each of the Parties, and any such amendment shall be effective only to the extent specifically set forth in such writing.

  1. Disputes

Any disputes arising between the parties shall be solved in good faith through mediation.

  1. Governing Law

This Agreement is a contract under the laws of the State of _________and for all purposes shall be governed by and construed in accordance with the substantive laws of the State of ______________without regard to its principles of conflicts of law provisions.

  1. Entire Agreement

This Agreement contains the entire agreement of the Parties with respect to the transactions contemplated hereby and supersedes all prior written and oral agreements, and all contemporaneous oral agreements, relating to such transactions.

IN WITNESS WHEREOF, this Agreement was signed by the Parties under the hands of their duly authorized officers and made effective as of the date first written above.

COMPANY IMPORTER

Officer’s name____________________ Officer’s name________________

Signature_______________________ Signature____________________

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