Contrato En Ingles

DISTRIBUTION CONTRACT

Agreement made by and between A Corporation, a corporation organised and
existing under the laws of Japan, having its principal place of business at
............................... (hereinafter called A CORP) and B, S.L., a corporation
organised and existing under the laws of Spain, having its principal place of
business at ...............................( hereinaftercalled "DISTRIBUTOR").
WHEREAS, A CORP is a manufacturer of high-quality wall surfaces and coverings;
and
WHEREAS, DISTRIBUTOR is a distributor of wall surfaces and coverings; and
WHEREAS, A CORP desires DISTRIBUTOR to distribute A CORP products and
DISTRIBUTOR is willing to do so;
NOW, THEREFORE, the parties agree as follows:
Article 1 - Definitions
As used in this Agreement the termsbelow shall have the following meanings:
1.Products shall mean all wall surface and wall covering products manufactured by
A CORP.
2.Territory shall mean Spain and Portugal.
3.Contract Year shall mean twelve (12) months period consecutively running from
each_____________ to _____________ during the term of this Agreement.
4. A Trademarks shall mean those proprietary trademarks owned by A CORPand
identified on Appendix "A".
5.B Trademarks shall mean those trademarks identified on Appendix B.
6."Free Zone" shall mean those EEC countries other than Spain, Portugal, Germany,
Italy and Malta.
Article 2 - Grants of Rights
A CORP hereby appoints DISTRIBUTOR as the exclusive distributor for products in
the territory and DISTRIBUTOR accepts such appointment; provided, however, that
inthe event DISTRIBUTOR purchases in any Contract Year Products having a total
purchase value less than the amount specified in Article 3 Column B below.
Distributor's exclusive right as described in Article 2 above shall be converted to a
non-exclusive distribution right for the immediately following Contract Year.
Article 3: Minimum Purchase Guarantees
DISTRIBUTOR guarantees that it shallpurchase in each Contract Year during the
term of this Agreement Products whose total purchase price shall be not less than
the amounts specified in Column A Below:
A B
-------------------- ---------------
-----
First Year Yen _____________ Yen
______________
(______________ to ______________)
Second Year Yen _____________ Yen
______________
(_____________ to _______________)
Third YearYen _____________ Yen
______________
(_____________ to _______________)
Article 4
Distributor may make spot sales of Products outside of the Territory in countries
where A CORP has not granted exclusive distribution rights to any third party (the
Free Zone) but such sales shall not create or be deemed to imply any exclusive or
non-exclusive right or privilege to sell A Products in thecountry where such spot
sales are made regardless of the value, volume or frequency of such sales.
Exclusive distributorships have been granted by A CORP to those parties and
territories shown on Appendix "C" and Distributor shall not distribute or sell
Products in such exclusive territories granted to third parties without the prior
written consent of A CORP.
All Products sold in the Free Zoneshall clearly indicate on the packaging that the
products are manufactured by A and shall bear the A trademark only or the A
Trademark in association with the B Trademarks in equal prominence.
In the event that A CORP alone or in cooperation with Distributor and/or other third
party distributors shall establish a joint venture company for the purpose of selling
A Products in the "Free Zone".Distributor agrees to make all spot sales in the Free
Zone through such new company and will fully cooperate with A to implement such
policy.
Article 5 - Non-competition
DISTRIBUTOR agrees that it shall not during the term of this Agreement sell
products in the Territory or anywhere else which are competitive with Products.
All wall surface or wall covering material containing natural fibre...