Exhibit 10.3
DISTRIBUTION AND MRKETING AGREEMENT
BETWEEN
Reborda , UAB
(xxx.xxxxxxx.xx)
And
Almah, Inc
[Xxxxxxxxxxxxxx.xxx]
This Marketing and Sales Distribution agreement (the "Agreement") is made by and
between Almah, Inc. (Almah) to market and distribute the products listed in
Attachment A appended to this Agreement hereto (hereafter collectively referred
to as "Products"), and Reborda, UAB . (Hereafter referred to as Reborda),
collectively the "Parties", on the January 25, 2012.
Whereas, Supplier is a manufacturer and distributor of auto parts in Ireland,
and the United Kingdom, Of which a non-exclusive list is hereby provided in
Attachment A, and Almah 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 PRODUCT Reborda aggress to make available and to sell to Almah such products
as Almah shall order from Reborda at market 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. Almah is required to purchase any minimum of $1,000.00 USD
of product per quarter starting 120 after this agreement is duly signed.
1.2 TERRITORY Reborda grants Almah, including its affiliates for resale of all
manufactured and offered products by Reborda, during the term of this Agreement
shall be distributed worldwide.
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, Almah 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 Almah or its Assigns at termination.
3. Reborda OBLIGATIONS
3.1 PRODUCT INFORMATION Reborda will agrees to deliver Almah with reports, test,
articles, Investigations and any other comments or other information on the
Products immediately after Supplier's notice of such information. Almah and its
Assigns are entitled to use the information in all its distribution and
marketing efforts to sell the product.
3.2 PRODUCT AVAILABILITY Reborda agrees to USE REASONABLE EFFORTS TO maintain
sufficient Product inventory to fill Almah orders. If a shortage of any Product
exists, Reborda agrees to allocate its available inventory of such Product to
Almah in proportion to Reborda percentage of all of customer orders for such
product during the previous
4. Almah INC OBLIGATIONS
4.1 ADVERTISING Almah 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 Almah will make its facilities reasonably available for Reborda.
Almah Inc will provide reasonable, general Product technical assistance to its
clients, and will direct all other technical issues directly to Reborda.
4.3 AUTO PART ORDERS Almah is not required to a set minimum quota for Product
sales under this agreement in the first year. Reborda 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.
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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
Almah in written notification in an acceptable time. Discounts can also be
negotiated between
5.2 PRODUCT COST CHANGES Almah 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 Almah 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. Almah agrees to pay all shipping cost
unless both parties agree to other arrangements.
6. MARKETING
6.1 TRADEMARKS Almah may advertise and promote the Product and/or Reborda, and
may thereby use Reborda 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 Almah 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.
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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 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.
INTENTIONALLY LEFT BLANK
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ATTACHMENT A
Description Type Price
----------- ---- -----
1. Brake Pads BD7829 $ 40
2. Brake Discs 1022.033 $ 65
3. Clutches 821362 $175
4. Shocks 5790G $ 62
5. Oil Filters LS346 $ 34
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Agreed to and accepted as of the 25th day of January 25, 2012 by:
Reborda UAB Almah Inc
Per: /s/ Xxxxxx Xxxxxx Per: /s/ Joey Power
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