Exhibit 10.1
DISTRIBUTION AND MRKETING AGREEMENT
BETWEEN
Suites Distributor Ireland
And
Euro Trend Inc
This Marketing and Sales Distribution agreement (the "Agreement") is made by and
between Euro Trend Inc. (Euro Trend) and/or assigns (the "Assigns") to market
and distribute the products listed in Attachment A appended to this Agreement
hereto (hereafter collectively referred to as "Products"), and Suites
Distributor Ireland Limited. (Hereafter referred to as "Supplier"), collectively
the "Parties", on the 1st May 2007.
Whereas, Supplier is a manufacturer and distributor of high end men's and
women's clothing in Ireland, and the United Kingdom, of which a non-exclusive
list is hereby provided in Attachment A, and Euro Trend and its Assigns, are in
the business of marketing and distributing items to the General Public.
IN CONSIDERATION of the mutual covenants herein; the mutual reliance of the
parties thereon; and the mutual benefits to be derived there from; the parties
agree as follows.
1. DISTRIBUTION RIGHTS
1.1 TERRITORY, Suites Distributor Ireland Limited grants Euro Trend Inc,
including its affiliates for resale of all manufactured and offered
products by Suites Distributor Ireland Limited, during the term of this
Agreement shall be distributed worldwide.
1.2 PRODUCT Suites Distributor Ireland Limited aggress to make available and to
sell to Euro Trend Inc such products as Euro Trend Inc shall order from
Suites Distributor Ireland Limited at the price and at its best effort to
fill placed order within a period of thirty days (30) or less following the
receipt of any written order. Euro Trend shall not be required to purchase
any minimum amount or quantity of the Product.
2. TERMINATION
2.1 TERMMATION will be effective forty (40) days following the date that one
Party delivers written notice of termination to the non-termination Party.
Notwithstanding this provision, Euro Trend or its Assigns will be permitted
to sell, market, and distribute all Products that have been ordered from
Supplier, or are in the possession of Euro Trend or its Assigns at
termination.
3. SUITS DISTRIBUTOR IRELAND LIMITED OBLIGATIONS
3.1 PRODUCT INFORMATION Suits Distributor Ireland Limited will agrees to
deliver Euro Trend Inc with reports, test, articles, investigations and any
other comments or other information on the Products immediately after
Supplier's notice of such information.
Euro Trend Inc and its Assigns are entitled to use the information in all
its distribution and marketing efforts to sell the product.
3.2 PRODUCT AVAILABILITY Suits Distributor Ireland Limited agrees to USE
REASONABLE EFFORTS TO maintain sufficient Product inventory to fill Euro
Trend Inc orders. If a shortage of any Product exists, Suits Distributor
Ireland Limited agrees to allocate its available inventory of such Product
to Euro Trend Inc in proportion to Suits Distributor Ireland Limited
percentage of all of customer orders for such product during the previous
4. EURO TREND INC OBLIGATIONS
4.1 ADVERTISING Euro Trend Inc will advertise and/or promote Product in a
commercially reasonable manner and will transmit as reasonably necessary
Product information and Promotional materials to its clients.
4.2 SUPPORT Euro Trend Inc will make its facilities reasonably available for
Suits Distributor Ireland. Euro Trend Inc will provide reasonable, general
Product technical assistance to its clients, and will direct all other
technical issues directly to Suits Distributor Ireland.
4.3 CLOTHING ORDERS Euro Trend Inc is not required to a set minimum quota for
Product sales under this agreement in the first year. Suits Distributor
Ireland is obligated to assist in the completion of each sales order
regardless of quantity. Both parties will review sales activities following
the first year of this agreement and revisit this provision of the
contract.
2
5. PRICING
5.1 PRODUCT COST for the initial products in this agreement will generally be
determined in the Listing per Attachment A. At times, Supplier is entitled
to make reasonable adjustment(s) to the Price of the Products when
presented to Euro Trend Inc in written notification in an acceptable time.
Discounts can also be negotiated between
5.2 PRODUCT COST CHANGES Euro Trend has the right to negotiate discounts on any
singular product purchase order submitted to Supplier, including the
purchase of Products from a manufacturing overrun situation.
5.3 PAYMENT TERMS Euro Trend Inc agrees to pay the price of the product
outlined in the product listing per Attachment A, by form of letter of
credit or wire transfer prior to product shipment or on arrival. Euro Trend
agrees to pay all shipping cost unless both parties agree to other
arrangements.
6. MARKETING
6.1 TRADEMARKS Euro Trend Inc may advertise and promote the Product and/or
Suits Distributor Ireland, and may thereby use Suits Distributor Ireland
trademarks, service marks and trade names. Neither party shall acquire any
rights in the Trademarks, service marks or trade names of the other.
6.2 ADVERTISING Euro Trend Inc may advertise, promote and commercialize
products to clients in a dignified manner world wide.
7. SUPPLIER AGREEMENT Supplier warrants and guarantees that Supplier holds all
of the relevant trademarks, service marks, and all other like intellectual
property rights to the Products and further warrants that supplier's
Products are not subject to any claim, demand, or legal action by any third
party.
8. NOTICES AND DISPUTES
8.1 NOTICES Any notice which either party may desire to give the other party
must be in writing and may be given by (i) personal delivery to an officer
of the party, (ii) by mailing the same by registered or certified mail,
return receipt requested, OR BY NATIONALLY RECOGNIZED EXPRESS COURIER
service to the party to whom the party is directed at the address of such
party as set forth at the beginning of this Agreement, or such other
address as the parties may hereinafter designate, and (iii) by facsimile or
3
telex communication subsequently to be confirmed in writing, pursuant to
item (ii) herein.
8.2 DISPUTES all disputes out of or from this agreement, which cannot be
settled by agreement of the parties shall be submitted to the Ireland
Municipal Court for arbitration. The prevailing party in any disputes shall
be reimbursed all of its reasonable cost, including attorney's fees.
9. This Agreement may be signed by facsimile if required in as many
counterparts as may be required.
ATTACHMENT A
Description Type Price
----------- ---- -----
1. Suits, Men: Suits Distributor Ireland:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Designed
Business Suit $150.00
Dress Suit $170.00
2. T-Shirts, Men: McQ: Navy, Chest print,
belt detail $ 45.00
VSCT: White Atomic Koi
Invasion $ 30.00
3. T-Shirt, Women: ▇▇▇▇ Sport: One Night $ 5.00
▇▇▇▇ Sport: The Best $ 4.50
(Per order of 100pcs)
4. Denim, Men: Luke 1977: Vintage Cut $120.00
VSCT Jeans: Cargo Sprayed $ 95.00
5. Denim, Women: VSCT: Osaka Blue Jeans $90.00
McQ: Peace Star Kick Pleat Denim $100.00
4
Agreed to and accepted as of the 1st day of May, 2007 by:
SUPPLIER EURO TREND INC
Per: "signed" Per: "signed"
--------------------------- -----------------------------
5
