iNtRON Biotechnology, INC.
DCC-BIONET, 358-11, Sangdaewon-Dong,
Joongwon-Ku, Sungnam, Kyungki-Do, 462-120
KOREA
DISTRIBUTORSHIP AGREEMENT
◆
This Agreement is made on the
date”), between:
day of
PRINCIPAL
iNtRON Biotechnology, INC.
358-11, Sangdaewon-Dong,
Joongwon-Ku, Sungnam,
Kyungki-Do, 462-120
KOREA
(hereinafter called the “Principal”)
(hearinafter called “commencement
DISTRIBUTOR
AND
(hereinafter called the “Distributor”)
A. APPOINTMENT
EXCLUSIVE DISTRIBUTORSHIP
The Principal hereby appoints the Distributor as its exclusive distributor to market and sell the
iNtRON Biotechnology, INC. products which include the brand name of “iNtRON”, (hereinafter
called the “Products”), throughout
(hereinafter called the “Territory”).
B. REPRESENTATION
I.
The Distributor agrees to contribute their best possible effort to promote the products,
and will not do anything that may prevent such sale or interfere with the development
of the Principal trade in the Territory.
II. Under this Agreement, the Distributor may solicit business, issue quotation and general
transact business on behalf of the Principal in the Territory.
III. The Distributor agrees not to sell or distribute the Products outside the Territory
without the prior written approval from the principal.
IV. The Distributor shall not during the continuance of this agreement hereby constituted
sell products of a similar type or such as would or might compete or interfere with the
sale of the Principal Products either on her own account or on behalf of any other
person, company or firm whomsoever.
V. The Distributor shall be responsible for shipping and billing of all orders for Products
within the Territory.
VI. The Distributor shall obtain and maintain all necessary licenses, consents and
registrations at its expense for the sale of the products.
VII. The Distributor shall comply with applicable laws.
C. TERM
I.
This Agreement is valid for one year from the commencement date. However, this
agreement may be extended automatically by mutual consent of both parties for an
additional one year without signing an extension to this Agreement.
II. Termination of this Agreement without cause, if so desired by either party, should be
notified before 60 days by an official document (written notice).
III. Upon termination of this Agreement, the Distributor is liable to pay off all debts due to
the Principal in the date of termination.
Biochemical Professional Company
TEL : +82-505-550-5600
FAX : +82-505-550-5660
URL : www.intronbio.com
E-mail : [email protected]
iNtRON Biotechnology, INC.
DCC-BIONET, 358-11, Sangdaewon-Dong,
Joongwon-Ku, Sungnam, Kyungki-Do, 462-120
KOREA
D. TERMINATION
The Principal (the party) hereto may terminate this Agreement for the following reasons
immediately upon the party giving written notice to the Distributor (the other party).
I.
II.
III.
IV.
V.
Insincere promotion for marketing;
No order within 45 days from the commencement date;
Attempted assignment of this Agreement by any party without the written consent;
Bankruptcy procedures;
Failure to pay any money until the due date (refer “Payment Terms” article) without an
advance notice.
VI. Any law prevents or restricts the Principal from continuing to give effect to this
Agreement.
E. PRICES
I.
The Principal discounts
% (
%) by a customer’s price about all
items to the Distributor.
II. The upper discount rate is valid for one year from the commencement date, and can
be changed according to the renewal of this Agreement.
III. The Principal reserves the right to alter a customer’s price without prior notice, but
such changes will be notified before order processing on the particular items of change.
F. PAYMENT TERMS
I.
The Distributor pays on the day of 15th of every month after summing up monthly
purchase amounts (Maximum net due date : 45 days, minimum net due date : 15
days).
II. Currency of payment shall be in USD.
G. RETURNS OF THE GOODS
No consideration will be given on returns unless prior authorization by the Principal.
H. WARRANTY OF THE GOODS
The Principal warrants the Products to meet the Principal performance specifications in
effect at the time of shipment. The principal liability under this warranty is limited to the
repair of such defects or the replacement of the goods at its option and is subject to
reasonable proof by the Distributor or customer that the defect is embraced within the
term of the warranty. All claims made under the warranty must be presented to the
Principal within Fifteen (15) days following the date of the delivery to the Distributor or
customers unless otherwise indicated.
I. PRODUCT QUALITY
The Distributor will follow the required storage, handling and shipping conditions specified
by the Principal for the Products to assure the good quality is kept.
The Principal makes no other warranty, expressed or implied, including warranties or
merchantability or fitness for a particular purpose. Under no circumstances shall the
Principal be liable for damages, either incidental or special, consequential, sounding in
negligence, breach of warranty or any other theory, arising out of the Goods listed herein.
Biochemical Professional Company
TEL : +82-505-550-5600
FAX : +82-505-550-5660
URL : www.intronbio.com
E-mail : [email protected]
iNtRON Biotechnology, INC.
DCC-BIONET, 358-11, Sangdaewon-Dong,
Joongwon-Ku, Sungnam, Kyungki-Do, 462-120
KOREA
J. ORDERS AND SHIPMENTS
I.
The Distributor shall clearly describe the product name and quantity required by every
Thursday via FAX.
II. The Principal ships the ordered products on Tuesday after receiving Purchase Order
Sheet on general principles to Distributor’s requested company.
III. Distributor pays the delivery charges for shipping products.
IV. The Principal is responsible for the packaging the products in such manner to ensure,
except for mishandling of freight forwarder, safe and undamaged delivery. Any
complications arises in the land of the Distributor concerning the shipment, i.e. custom
clearances, should be resolved by the Distributor.
This Agreement shall be deemed made and entered into and therefore governed by and
construed in accordance with the laws of the Republic of Korea applicable to contracts made
and to be performed therein, without giving effect to the Principals of conflicts of law. In any
action, proceeding or appeal on any matter relating to or arising out of this Agreement, parties
agrees that (i) it shall be subject to the personal jurisdiction of the Republic of Korea, including
any count sitting therein, and all court rules thereof, (ii) venue shall be proper in any count of
the Republic of Korea, and (iii) it hereby expressly waives any right to a trial by jury in any
such action or proceeding.
Confirmation and Acceptance of this Agreement in duly signed by both parties as hereunder.
iNtRON Biotechnology, INC.
BY:
BY:
NAME : SEONG JUN YOON
NAME :
TITLE : President/CEO
TITLE :
DATE :
DATE :
Biochemical Professional Company
TEL : +82-505-550-5600
FAX : +82-505-550-5660
URL : www.intronbio.com
E-mail : [email protected]