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The Distributor is willing to distribute the manufacturer's products in the form of its own sales line.

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The co-operation shall be based on the following stipulations:

1.

All requirements shall be by the Distributor to promote the sale, i.e. by advertising and participating in fairs, the associated expenses also having to be paid by the Distributor.

2.

The Principal shall make available all current printing material (blank or with the Principal's identification) which the Distributor may modify or complete by adding its own information.
For example : Floppy disk, CD, or documentation for operating instructions, print layouts, leaflets.

3.

The Principal shall make deliveries to the Distributor subject to the following terms and conditions:

a)

…….% distributor discount on the list prices plus an additional quantity discount on the list prices to be arranged time by time, when required.
All prices shall be ex works, packing included, VAT tax and shipping cost not included.

b)

Final pricing shall be left to the discretion of the Distributor that will act as an exclusive customer of the Principal.

4.

The products included in this agreement are listed in the Appendix 1.

5.

Deliveries from the Principal to the Distributor shall be made without the dates being to the advantage or disadvantage of any other customer and shall be governed by the schedule of the orders received.

6.

Payments:
by T/T, at the receipt of the invoice for amounts up to 500 EURO and at 30 days from the date of invoice for greater amounts.
The ownership shall not pass before full payment of the purchase price.

7.

Special reduced prices could be granted, time by time, for samples and demo units.

8.

The warranty period shall be 18 months minimum.

9.

The Distributor is not entitled to pass its rights from this agreement to third parties.

10.

The Distributor shall give all information concerning competitive products in its market to th Principal. The Distributor will also inform the Principal in case of sales negotiations concerning comprehensive contracts.

11.

The Distributor shall not exploit or disclose to others any business or production secrets of the Principal that have been communicated to it or which it has otherwise come to knowledge, irrespective if the contract is terminated.

12.

The contract shall be terminated without notice in case of fraud or other legal offence. The termination will take effect immediately if there is a justifiable reason.

13.

Employees of the Distributor could be trained free of charge, in English, at the Principal's headquarters.

14.

The Distributor shall receive protection of patronage for the complete Territory (sole distributor).

15.

The Distributor certifies that is adequately financed to assure payment for items received and to fulfil its obligations to the Principal within the specified Territory.

16.

The Distributor will provide liability insurance to cover legal costs in the unlikely event of accidents occurring from proper use of certified devices as originally provided.

17.

The Principal reserves the right to change, improve, modify or discontinue any or all products covered by this agreement and will notify the Distributor accordingly.

18.

The Principal's terms and conditions of sale and delivery shall be recognized.

19.

This Agreement can be terminated by either party any time by giving 6 months notice of termination at the end of a month. The agreement will become effective after the signature of both the parties. The earliest date of termination shall be ………. and the agreement shall be automatically extended for an other year provided that notice of termination shall not have been given by registered letter.

20.

Place of jurisdiction for both the parties is Milan, Italy. The Italian law will be authoritative in every case. Any differences or disputes arising from this agreement must be decided at the Civil Court in the jurisdiction of Milan, Italy. However, The Principal is entitled to present its claim to the courts of his jurisdiction.

21.

Amendments and supplements have to be presented in writing and will only become effective after duly signature of both the parties.

22.

If this Agreement is terminated on the part of the Principal it agrees to take back any of his products still in stock, provided they are not older than two years and still in their original packing. The cost price less 10% shall be refunded for any product not older than two years.