Sales Exclusivity Agreement

The order from the distributor`s supplier to Section 1 of this agreement is an exclusive date for the distribution of products in the territory. The supplier is not authorized to promote, recruit and sell supplier products independently, to support supplier products or to designate additional distributors for supplier products in the territory. The distributor maintains accurate records of all of its activities to the extent reasonably necessary to determine compliance with the terms of this agreement, including accounting documents, customer sales documents and administrative returns. The distributor keeps these records for at least a period of three years from their preparation or preparation. For the duration of the agreement and for a period of eighteen months after, the supplier has the right to verify and verify these records. The distributor sets the selling price and royalties to which supplier products are sold or conceded in the country. The distributor is solely responsible for the costs associated with the distribution of supplier products, including distribution fees, import duties, all bank fees, shipping and processing fees, installation or other operating costs, borrowing charges, transfer fees and other payment and tax charges, but which are determined, except that the distributor is not responsible for taxes based on the supplier`s revenues. The distributor is not authorized to print, mail or otherwise use headers, business cards, literature, signage or other insurance on behalf of the supplier (or one of its related companies) or to make commitments on behalf of the supplier (or one of its related companies) without the express written permission of the supplier. The distributor expressly accepts that this agreement does not grant a licence for the use of suppliers (or any of the brands, trade names, service marks or logos (together the «supplier brands»). However, the distributor may indicate in its advertising and marketing materials that it is a distributor of supplier products and that it uses, if necessary, the supplier brands in its sales/marketing efforts.