Exclusive Distribution Agreement
This Exclusive Distribution Agreement ("Agreement") renewed and
effective this 1st of June 2000, by and OASIS TECHNOLOGY SRL
("Manufacturer") and, MEGATRONICA GROUP S.A. ("Distributor").
Manufacturer desires to appoint Distributor, and Distributor desires
to accept appointment, as to exclusive distributor of Manufacturer's
products within a defined area asset forth herein.
NOW, THEREFORE, in consideration of the mutual agreements promises set
forth herein, the parties agree as follows:
1. Rights Granted.
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Manufacturer hereby grants to Distributor the exclusive right, on the
terms and conditions contained herein, to purchase, promote and resell
"Manufacturer's Products" (as defined below) within the following area
(the "Territory"): GREECE and CYPRUS. Negotiations and contracts with
clients based in countries not involved in this Distribution Agreement
must be advised to manufacturer and agreed by time to time in writing.
2. Products.
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As used in this agreement, the term "'Manufacturer's Products" shall
mean the products, related service parts and accessories manufactured
and/or sold by Manufacturer as follows.
- AWP, SWP and Gambling machines and any new product manufactured
related to gaming
- any spare parts related to the distributed machines
3. Terms of Sale.
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All sales of Manufacturer's Products to Distributor shall be made
pursuant to this Agreement at such prices and on such terms as
Manufacturer and Distributor shall establish from time to time. All
prices are ex factory Manufacturer's plant. Manufacturer agrees to
properly pack all items for shipment. Risk of loss due to damage or
destruction of Manufacturer's Products shall be borne by the
Distributor after delivery to the carrier for transport. The shipper
will be selected by Manufacturer unless Distributor requests a
reasonable alternative. All orders are subject to acceptance by
Manufacturer.
4. Payment.
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Payment can take place by bank transfer or irrevocable and confirmed
documentary letter of credit.
Exhibit 10.1 - pg. 1
5. Marketing Policies.
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Distributor will promote vigorously and effectively the sale of
Manufacturer's Products through all channels of distribution
prevailing in the Territory, in conformity with Manufacturer's
established marketing policies and programs. Distributor will use its
best efforts to sell Manufacturer's Products to aggressive, reputable,
and financially responsible dealers providing satisfactory consumer
service throughout Distributor's primary marketing area.
6. Distributor's General Duties.
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A. Distributor shall maintain a place of business in the Territory,
including suitable showroom facilities to display Manufacturer's
Products. Distributor shall provide maintenance service an
Manufacturer's Products sold in the Territory, using qualified
personnel and subject to service policies satisfactory to
Manufacturer.
B. This Exclusive Distribution Agreement is subject to a minimum
quantity purchases (see attached exhibit "A"). Distributor shall
provide reports to the Manufacturer about contacts and
negotiations in progress.
C. In case the Distributor has the proof of the exhistance of any
product not distributed by Distributor itself, he will
immediately notice the Manufacturer, provide the serial numbers
of the products and the name of the Company.
7. Manufacturer's General Duties.
-----------------------------
A. Manufacturer will monitor any and all its clients and/or
distributors outside Greece do not deliver, sell, rent and
however otherwise ship any Manufacturer's product listed in art. 2
B. Manufacturer upon receiving as per article 6.C will take any and
all legal acts to Preserve the Distributor and this Exclusive
Distribution Agreement.
C. In case any potential client having its registered or business
address in the "Territory" will contact the Manufacturer, he will
immediately inform the Distributor.
/s/ /s/
Exhibit 10.1 - pg. 2
8. Sales Policies and Merchandising Policies.
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A. Manufacturer will provide Distributor with merchandising
assistance from time to time in the form of brochures, programs,
products, sales training and sales promotions. Distributor
agrees fully to use such assistance in carrying out
Manufacturer's merchandising and sales promotion policies. Any
further particular Distributor's requirement about merchandising
and promotion must have written approval by Manufacturer.
9. Order Processing, Warranties and Returns.
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A. Manufacturer will employ its best efforts to fill Distributor's
orders promptly on acceptance. but reserves the light to allot
available inventories among distributors at its discretion.
B. Distributor shall agree any discounts with Manufacturer on an
order by order basis.
C. In the event that any of Manufacturer's Products are proved to
Manufacturer's satisfaction to have been defective within ninety
(90) days from installation, Manufacturer will make appropriate
adjustment in the original sales price of such product (Cosmetic
damage only) or, at Manufacturer's election, replace the
defective product. Manufacturer shall warrant all products for
one year or otherwise specified by the components manufacturers.
10. Indemnification.
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A. Manufacturer agrees to Protect Distributor and hold Distributor
harmless from any loss or claim arising out of inherent defects
in any of Manufacturer's Products existing at the time such
product is sold by Manufacturer to Distributor, provided that
Distributor gives Manufacturer immediate notice of any such loss
or claim and cooperates fully with Manufacturer in the handling
thereof.
B. Distributor agrees to protect Manufacturer and hold Manufacturer
harmless from any loss or claim arising out of the negligence of
Distributor, Distributor's agents, employees or representatives
in the installation, use, sale or servicing of Manufacturer's
Products or arising out of any representation or warranty made by
Distributor, its agents, employees or representations with
respect to Manufacturer's Products that exceeds Manufacturer's
limited warranty. Further, in the event that any of
Distributor's dealers shall, with respect to any of
Manufacturer's Products purchased from Distributor, fail to
discharge the dealer's obligations to the original consumer
pursuant to the terms and conditions of Manufacturer's product
warranty and consumer service policies, Distributor agrees to
discharge promptly such unfulfilled obligations.
/s/ /s/
Exhibit 10.1 - pg. 3
11. Use of Manufacturer's Name.
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Manufacturer will authorize and permit the use of, the name "Oasis"
and the name "Noa" or any other trademark or trade name owned by the
Manufacturer as part of its firm, corporate or business name according
to Manufacturer's standard and under Manufacturer's approval.
Distributor may, subject to Manufacturer's policies regarding
reproduction of same, utilize Manufacturer's name trademarks or logos
in advertising on stationery and business cards.
12. Relationship of the Parties.
----------------------------
Distributor will not modify any of Manufacturer's Products without
written permission from Manufacturer. Neither Distributor nor,
Manufacturer shall have any right to enter into any contract or
commitment in the name of, or on behalf of the other, or to bind the
other in any respect whatsoever.
13. Term and Termination.
---------------------
Unless earlier terminated as provided below, the term of this
Agreement shall have a trial period up to 31st December 2000 and after
this shall continue for three years until terminated by either parties
on at least sixty (60) days prior notice.
A. Manufacturer may terminate this Agreement upon notice to
Distributor, upon any of the following events: (1) failure of
Distributor to fulfill or perform any of the duties, obligations
or responsibilities of Distributor in this Agreement, which
failure is not cured with Sixty (60) Days notice from
Manufacturer; (2) any assignment or attempted assignment by
Distributor of any interest in this agreement or delegation of
Distributors relinquishment, voluntary or involuntary, by
operation of law or otherwise, of any material interest in the
direct or indirect ownership of any change in the management of
Distributor; (3) failure of Distributor for any reason to
function in the ordinary course of business; (4) conviction in a
court of competent jurisdiction of Distributor, or a manager,
partner, principal officer or major stockholder of Distributor
for any violation of law tending, in Manufacturer's opinion to
affect adversely the operation or business of Distributor or the
good name, goodwill, or reputation of Manufacturer, products of
Manufacturer, or Distributor; or (5) submission by Distributor to
Manufacturer of false or fraudulent reports or statements,
including, without limitation, claims for any refund, credit,
rebate, incentive, allowance, discount, reimbursement or other
payment by Manufacturer; or (6) achievement of sales targets.
/s/ /s/
Exhibit 10.1 - pg. 4
14. Obligations on Termination.
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On termination of this Agreement, Distributor shall cease to be an
authorized distributor of Manufacturer and:
A. All amounts owning by Distributor to Manufacturer shall,
notwithstanding prior terms of sale, become immediately due and
payable;
B. Existing orders and projects shall be completed by Distributor
and Manufacturer unless Partner is unable to do so for financial
reasons.
15. Use of Name Prohibited.
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On termination of this Agreement, Distributor will remove and not
thereafter use any sign containing any trade name, logo or trademark
of Manufacturer including, but not limited to, "Oasis " "Noa", and
will immediately destroy all stationery, advertising matter and other
printed matter in its possession or under its control containing such
name, or any of Manufacturer's trademarks, trade names or logos.
Distributor will not at any time after such termination use or permit
any such trademark, trade name or logo to be used in any manner in
connection with any business conducted by it or in which it may have
an interest, or otherwise whatsoever as descriptive of or referring to
anything other than merchandise or products of Manufacturer.
Regardless of the cause of termination, Distributor will immediately
take all appropriate steps to remove and cancel its listings in
telephone books, and other directories, and public records, or
elsewhere that contain the Manufacturer's name, logo or trademark. If
Distributor fails to obtain such removals or cancellations promptly,
Manufacturer may make application for such removals or cancellations
an behalf of Distributor and in Distributor's name and in such event
Distributor will render every assistance.
16. Final Agreement.
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This Agreement terminates and supercedes all prior understandings or
agreements on the subject matter hereof. This Agreement may be
modified only by a further writing that is duly executed by both
parties.
/s/ /s/
Exhibit 10.1 - pg. 5
17. Notices.
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Any notice required by this Agreement or given in connection with it,
shall be in writing and shall be given to the appropriate party by
personal delivery or by certified mail, postage prepaid, or recognized
overnight delivery services.
If to Manufacturer:
Oasis Technology srl
Xxx Xxxxxxxxx 00
00000 Xxxxxx Brianza Mi
Italy
If to Distributor:
Megatronica Group S.A.
000 Xxxxxxxx Xxx. 00000 Xxx Xxxxxx
XXXXXX
XXXXXX
18. Governing Law.
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This Agreement shall be construed and enforced in accordance with the
laws of the State of Italy.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
Signed this day of ___________
MEGATRONICA GROUP S.A. OASIS TECHNOLOGY s.r.l
/s/_________________________ /s/_________________________
[STAMPED SEAL] [STAMPED SEAL]
Exhibit 10.1 - pg. 6
EXHIBIT "A" TO THE EXCLUSIVE DISTRIBUTION AGREEMENT DATED 1ST JUNE 2000
Minimum Purchases Minimum monthly Purchases
1st June 2000 - 31st December 2000 1st January 2001 - 31st December 2001
N. 50 Ios machines total N. 40 Ios machines/month
Minimum monthly Purchases Minimum monthly Purchases
1st January 2002 - 31st December 2002 1st January 2003 - 31st December 0000
X. 00 Ios machines/month N. 60 Ios machines/month
Future and further minimum purchases regarding products will be
discussed between the Distributor and Manufacturer.
MEGATRONICA GROUP S.A. OASIS TECHNOLOGY s.r.l
/s/_________________________ /s/_________________________
[STAMPED SEAL] [STAMPED SEAL]
Exhibit 10.1 - Pg. 7
