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Sources:International Trade Law, Time:2012-09-04 15:44, Click:, Comment

   ICC Distributorship Contract(Sole Importer-Distributor)
   Whose registered office is at                  
   (hereinafter called “the Supplier”)
   Whose registered office is at                  
   (hereinafter called “the Distributor”)
   Article 1 Territory and Products
   1.1  The Supplier grants and the Distributor accepts the
   exclusive right to market and sell the products listed in
   Annex I, §1(hereinafter called “the Products”) in the
   territory defined in Annex I, §2 (hereinafter called “the
   1.2  If the Supplier decides to market any other products in
   the Territory, it shall so inform the Distributor in order to
   discuss the possibility of including such other products
   within the Products defined under Article 1.1. However, the
   above obligation to inform the Distributor does not apply if,
   in consideration of the characteristics of the new products
   and the specialization of the Distributor, it is not to be
   expected that such products may be marketed by the
   Distributor(e.g. products of a completely different range ).
   Article 2 Good faith and fair dealing
   2.1 In carrying out their obligations under this contract the
   parties will act in accordance with good faith and fair
   2.2 The provision of this contract, as well as any statements
   made by the parties in connection with this distributorship
   relationship, shall be interpreted in good faith.
   Article 3 Distributor’s functions
   3.1 The Distributor sells in its own name and for its own
   account, the Products supplied by the Supplier.
   3.2 The Distributor agrees to use its best efforts to promote
   the sale of the Products in the Territory in accordance with
   the Supplier’s policy and shall protect the Supplier’s
   interests with the diligence of responsible businessman.
   3.3 The Distributor is not entitled to act in the name or on
   behalf of the Supplier, unless previously and specifically
   authorized to do so by the latter.
   3.4 The Distributor may, in cases in which it does not want to
   buy and resell, refer such business to the Supplier for a
   direct sale to the customer. For such activity as intermediary
   the Distributor will receive a commission as set out in Annex
   II, §1(if completed) or otherwise to be agreed upon case by
   case, to be calculated and paid according to Annex II, §3. It
   is expressly agreed that such activity as intermediary, to the
   extent it remains of an accessory character, does not modify
   the legal status of the Distributor as trader acting in its
   own name and for its own account.
   Article 4 Undertaking not to compete
   4.1 Without the prior written authorization of the Supplier,
   the Distributor shall not represent, manufacture, market or
   sell in the Territory any products which are in competition
   with the Products, for the entire term of this contract.
   4.2 The Distributor is entitled to represent, manufacture,
   market or sell any products which are not competitive with the
   Products, provided he informs the Supplier in advance of such
   activity. However, the above obligation to inform the Supplier
   does not apply if, in consideration to inform the Supplier
   does not apply if, in consideration of: (i) the
   characteristics of the products which the Distributor wants to
   represent, and (ii) the field of activity of the supplier for
   whom the Distributor wishes to act, it is unreasonable to
   expect that the Supplier’s interests may be affected.
   4.3 The Distributor declares that it represents (and/ or
   manufactures, markets or sells, directly or indirectly) as of
   the date on which this contract is signed the products listed
   in Annex III
   Article 5 Sales organization
   5.1 The Distributor shall set up and maintain an adequate
   organization for sales and, where appropriate, after-sales
   service, with all means and personnel as are reasonably
   necessary in order to ensure the fulfillment of its
   obligations under this contract for all Products and
   throughout the Territory.
   5.2 The parties may indicate in Annex IV the names of their
   existing customers.
   Article 6 Advertising and fairs
   6.1 The parties shall discuss in advance the advertising
   programmer for each year. All advertising should be in
   accordance with the Supplier’s image and marketing policies.
   The costs of agreed advertising shall be shared between the
   parties in accordance with Annex V (if completed); otherwise
   each party will bear the advertising expenses it has incurred.
   6.2 The parties shall agree on their participating in fairs or
   exhibitions within the Territory. The costs of the
   Distributor’s participation in such fairs and exhibitions
   shall be apportioned between the parties as indicated in Annex
   V, §2.
   Article 7 Conditions of supply-prices
   7.1 The Supplier shall in principle supply all Products
   ordered, subject to their availability, and provided payment
   of the Products is adequately warranted. The Supplier may not
   unreasonably reject orders received form the Distributor; in
   particular, a repeated refusal of orders contrary to good
   faith (e.g. if made for the purpose of hindering the
   Distributor’s activity) shall be considered as a breach of
   contract by the Supplier.
   7.2 The Supplier agrees to make its best efforts to fulfill
   the orders it has accepted.
   7.3 Sales of the Products to the Distributor shall be governed
   by the Supplier’s general conditions of sale. The currently
   applicable version of which is attached to this Contract(Annex
   VI, §1). In case of conflict between such general conditions
   and the terms of this Contract, the latter shall prevail.
   7.4 The prices payable by the Distributor shall be those set
   forth in Supplier’s price list in force at the time the order
   is received by the Supplier with the discount indicated in
   Annex VI, §2. Unless otherwise agreed, such prices are subject
   to change at any time, subject to one month’s notice.
   7.5 The Distributor agrees to comply, with the utmost care,
   with the terms of payment agreed upon between the parties.
   7.6 It is agreed that the Products delivered remain the
   Supplier’s property until the Supplier has received payment in
   Article 8 Sales targets- Guaranteed Minimum Target
   8.1 The parties may agree annually on the sales targets for
   the forthcoming year.
   8.2 The parties shall make their best efforts to attain the
   targets agreed upon, but the non-attainment shall not be
   considered as a breach of the contract by a party, unless that
   party is clearly at fault.
   8.3 In Annex VII the parties may agree on a Guaranteed Minimum
   Target and on the consequences of its non-attainment.
   Article 9 Sub-distributors or agents
   9.1 The Distributor may appoint sub-distributors or agents for
   the sale of the Products in the Territory, provided the
   Distributor informs the Supplier before the engagement.
   9.2 The Distributor shall be responsible for its
   sub-distributors or agents.
   Article 10 Supplier to the kept informed
   10.1 The Distributor shall exercise due diligence to keep the
   Supplier informed about the Distributor’s activities, market
   conditions and the state of competition within the Territory.
   The distributor shall answer any reasonable request for
   information made by the Supplier.
   10.2 The Distributor shall exercise due diligence to keep the
   Supplier informed about: (i) the laws and regulations which
   are applicable in the Territory and relate to the Products
   (e.g. import regulations, labelling, technical specifications,
   safety requirements, etc.), and (ii) as far as they are
   relevant for the Supplier, the laws and regulations concerning
   the Distributor’s activity.
   Article 11 Resale prices
   The Distributor is free to fix the resale prices of the
   Products, with the only exception of maximum sales prices that
   the Supplier may impose.
   However, the Supplier may indicate “non binding” resale
   prices, provided this does in no way limit the Distributor’s
   right to grant lower prices.
   The Distributor agrees to respect the resale prices fixed by
   the Supplier and to impose such prices on the Distributors
   buyers- resellers.
   Article 12 Sales outside the Territory
   The Distributor agrees not to actively promote sales (e.g.
   through advertising, establishing branches or distribution
   depots) into the territories reserved by the Supplier
   exclusively for himself or allocated by the Supplier to other
   exclusive distributors or buyers.
   The Distributor shall not sell the Products to customers
   established outside the Territory or to customers whom the
   Distributor should reasonably expect to resell such Products
   outside the Territory. The Distributor shall transmit to the
   Supplier all enquiries from customers established outside of
   the Territory.
   Article 13 Supplier’s trademarks and symbols
   13.1 The Distributor shall use the Supplier’s trademarks,
   trade names or any other symbols. However, the Distributor may
   do so only for the purpose of identifying and advertising the
   Products within the scope of this contract and in the
   Supplier’s sole interest.
   13.2 The Distributor agrees neither to register, nor to have
   registered, any trademarks, trade names or symbols of the
   Supplier (or which are confusingly similar to the Supplier’s),
   in the Territory or elsewhere.
   13.3 The Distributor’s right to use the Supplier’s trademarks,
   trade names or symbols, as provided for under the first
   paragraph of this Article, shall cease immediately upon the
   expiration or termination, for any reason, of the present
   contract. This does not preclude the Distributor’s right to
   sell the Products in stock at the date of expiration of the
   contract which bears the Supplier’s trademarks.
   13.4 The Distributor shall notify the Supplier of any
   infringement in the Territory of the Supplier’s trademarks,
   trade names or symbols, or other industrial property rights,
   that comes to the Distributor’s attention.
   13.5 The Distributor is free to promote the Products through
   Internet, but he cannot use the Supplier’s trademarks, trade
   names or any other symbols without previously agreeing in
   writing the details of such use.
   Article 14 Confidential Information
   14.1 Each party agrees not to disclose to third parties any
   Confidential Information (as defined hereunder under Article
   14.2) disclosed to him by the other party in the context of
   this Contract.
   14.2 Confidential Information means information which has been
   supplied to the other party with an indication that it is
   confidential, provided such information is not in the public
   Article 15 Stock of Products and spare parts

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