Professional Documents
Culture Documents
between
Zeovita GmbH, Roter Mhlenweg 28, 08340 Schwarzenberg, Germany ( Address since
April 2012: Breite Str. 54, 37154 Northeim, Germany),
represented by its Geschftsfhrer (General Manager) Bernhard Riedel
- hereinafter referred to as the "Principal" and
SC ZOOPRODLACTCOM S.R.L, Address: BORDUSANI,COUNTY IALOMITA,COUNTRY
ROMANIA, represented by Ciocan Neculai, sales manager: Cristi Ciocan
2 Territory Protection
(1) The Principal undertakes not to entrust any other person or company with the distribution of the
Contract Products in the Territory during the term of this Agreement. Furthermore, the Principal may not
actively deal within the Territory, either directly itself or through its own personnel. The Principal shall pass
on any contacts with potential distributors or customers within the Territory that the Principal establishes
itself or through third parties to the Distributor, to be handled by the Distributor. Any substantiated claims
for commission that may be asserted by third parties shall be paid to the Principal by the Distributor.
Where necessary in such cases, prices may be set by agreement on an individual basis. The parties shall
endeavour to reach a mutually acceptable solution in every such case.
(2) The Principal shall not alter the Territory without justified objective reasons. Where an alteration is
made the Principal undertakes to observe a notification period of six months following consultation of the
Distributor. The change in Territory shall be set out in writing. In such a case the Distributor shall retain all
rights and obligations set out in this Agreement with respect to the remaining (changed) Territory.
3 Changes to Products
(1) The Principal is entitled to remove Contract Products from the range in observance of a notice period
of 6 months if the product can no longer be produced, or not on economically reasonable terms.
(2) An additional written agreement shall be concluded where necessary for the distribution by the
Distributor of the Principal's new or further products.
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(3) Further developments of existing Contract Products shall be deemed to be new products within the
meaning of clause (2) above.
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7 Delivery
(1) The delivery of the Contract Products shall be effected EX Ware house of the principal if shipment is
delivered by track or FOB Hamburg Port in case shipment has to be delivered by see freight, unless
otherwise exceptionally agreed. The Principal may relocate its works or warehouse within Germany
without any change in the allocation of costs. All shipping and insurance costs shall be borne in their
entirety by the Distributor. The risk shall pass to the distributor directly as the goods are free on board.
The Principal shall make all arrangements relating to dispatch and the organisation of transport within
Germany.
(2) The Principal shall be responsible for dealing with customs formalities in Germany. The Distributor
shall be responsible for dealing with all customs formalities in the destination country, and in particular for
paying any customs duties, fees and taxes. As far as it is able, the Principal shall provide all papers that
are to be obtained in Germany.
(3) After every order placed by the Distributor in writing (by post, facsimile or e-mail) the Principal shall
issue a written confirmation (by post, facsimile or e-mail) in which a binding date is laid down on which the
goods can be collected from the Principals works/warehouse.
8 Terms of Payment
1) The Distributor undertakes to make payment in advance. It is obliged to present evidence that payment
for the Contract Products has been made before each delivery is handed over.
(1.1) 50% payment is to be made on placing the order. The rest 50% is to be paid before the goods are
handed over for shipping.
(2) Unless otherwise agreed, all payments shall be made in EUR.
(3) In general, the Principals Conditions of Supply and Payment as set out in Annex 2 shall apply.
(
11 Prohibition of Competition
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(1) The Distributor shall not produce or distribute any goods that compete with the products entrusted to it
through this Agreement. The Distributor shall not market competitive products - directly or indirectly inside or outside the Territory. Furthermore, the Distributor shall not promote in any other way the interests
of firms which compete with the Principal. Any exceptions to the conditions of this clause shall require the
prior written consent of the Principal.
(2) The Distributor currently represents, and the Principal consents to such representation, the following
products as trader/commission distributor/distributor:
13 Duty to Report
(1) As of 31 December and 30 June of each year, the Distributor shall report to the Principal on its own
activities and on the activities of competitors as well as on the development of the market in the Territory.
It shall report on wishes and critical comments expressed by customers and on the business prospects of
the group of customers it is entrusted with. Special business opportunities or other matters which may
demand an immediate response by the Principal shall always be reported immediately.
(2) The Distributor is not obliged to reveal its customers' identities to the Principal, neither during the
period of validity of this Agreement nor after its termination.
(3) In November of each year, the Distributor shall provide the Principal with a written prognosis of its
probable purchases in the coming year. This prognosis shall be updated at least every quarter of the
following year.
14 Sub-Distributors
(1) The Distributor is entitled to establish subsidiaries and/or branches in the Territory. The same shall
apply to the employment of sub-distributors and agents. The Distributor shall inform the Principal
immediately of the establishment of subsidiaries or branches as well as the employment of subdistributors an agents. The Distributor shall inform the Principal of the names of such persons on its first
demand. It shall provide the Principal with all relevant information at its first request.
(2) Sub-distributors and Agents may only act in the name and for the account of the Distributor. The
Distributor shall ensure that the conditions set out in this Agreement are observed in the relationship
between it and the sub-distributors and agents. The Distributor shall be liable to the Principal for the
behaviour of such persons in the same way as it is responsible for its own behaviour. The same reporting
obligations shall apply to the activities of the sub-distributors and agents employed by the Distributor in
the Territory as apply to the Distributor itself.
15 Customer Services
The Distributor shall ensure that instructions belonging to the Contract Products shall reach the final
customer, and that the latter is instructed in their use to the requisite extent. The Distributor shall inform
the Principal without delay if it should learn of any danger caused by use of the Contract Products.
16 Marketing
(1) The Distributor is obliged to advertise the Contract Products in the Territory at its own expense. The
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Distributor shall agree on such advertising with the Principal in the interests of uniformity.
(2) The Distributor is obliged to inform the Principal in good time of its intention to partake in trade fairs
and exhibitions. The Distributor shall not partake in trade fairs and exhibitions if the Principal, due to trade
fair regulations, is thereby excluded from trade fairs and exhibitions it would like to participate in.
(3) The Principal shall support the Distributor in all aspects of marketing.
(4) The Distributor shall not make any modifications of any kind to the Contract Products, and shall sell
them only in their original condition as supplied by the Principal.
18 Duty to Inform
(1) Each party shall supply the other with the necessary information.
(2) The parties hereto shall at all times inform each other of infringements of trade marks and material
breaches of competition law provisions that come to their notice and co-operate on protection measures
against such breaches of law.
19 Notices
(1) All notices sent, or to be sent, in accordance with this Agreement from one party to the other shall,
where sent by post, facsimile or e-mail, be deemed to have been dispatched on the day of receipt unless
otherwise agreed.
(2) The parties undertake to inform each other immediately of any change in respect of their addresses or
communication details.
20 Confidential Information
(1) The parties shall, even after termination of this Agreement:
(a) not use or disclose to any other person confidential information obtained under this agreement, and
shall ensure that no other member of their respective company or group or any director, officer or
employee or adviser or distributor of their respective company or group shall use such information or
disclose it to any other person ; and
(b) use all reasonable endeavours to prevent the use or disclosure of confidential information by any third
party, unless the other party has given its prior written agreement to such use or disclosure.
(2) Clause (1) does not apply to:
(a) disclosure of confidential information to the other party or to third parties at the written request of the
other party;
(b) disclosure of confidential information which has already entered the publicdomain;
(c) use or disclosure of confidential information required to be disclosed by law.
21 Force majeure
Neither of the parties to this Agreement shall be held liable if it is prevented from properly performing its
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obligations under this Agreement by any event of force majeure, in particular by industrial dispute,
interruption of its operations through no fault of its own, civil disturbance, measures taken by government
authorities or any other events beyond the control of the party concerned.
23 Consequences of Termination
(1) Once regular notice has been given, exclusivity between the Principal and the Distributor shall no
longer apply. Moreover, the Principal has the right, once notice of termination of the Agreement has been
given, to refuse orders from the Distributor, unless the Distributor has given notice of termination due to
the fault of the Principal.
(2) On termination of the Agreement the Distributor shall return all property and documents of the Principal
which are in its possession as well as all advertising material. The Distributor has no right of retention in
respect of any alleged counterclaim insofar as such counterclaims have not been finally upheld by due
process of law or are uncontested as between the parties.
24 Exclusion of compensation
The Distributor is not entitled to any compensation in respect of the termination of the Distribution
Agreement.
25 Governing law
This Agreement and any disputes arising out of this Agreement shall be governed by German law.
26 Governing Language
The binding version of this Agreement is written in German. Any notices to be given hereunder shall be
given in German. Any other versions of the Agreement are made only for convenience and better
understanding. The German version shall take precedence in all circumstances.
27 Jurisdiction
The courts of the Principal's place of business shall have exclusive jurisdiction to settle any disputes
arising out of this Agreement, insofar as this is permitted by law.
28 Final Provisions
1) This Agreement constitutes the entire agreement between the parties. Any ancillary agreements,
amendments and supplements to this Agreement (including this clause) shall be valid only if made in
writing.
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(2) The rights and obligations arising from this Agreement are not transferable, with the exception of the
assignment of purchase price claims to banks of the Principal.
(3) Only claims finally upheld by due process of law and recognised may be set off.
(4) All claims arising out of or in connection with this Agreement shall cease to exist two years after falling
due. Claims arising under warranty or guarantee conditions are limited to the periods stipulated by law in
this respect.
(5) Both parties shall treat the contents of this Agreement (including the annexes) as confidential.
(6) The following annexes are attached to this Agreement:
1. Price list
2. The Principals General Conditions of Supply and Payment
29 Severability
If the provisions of this Agreement should be or become partly or wholly void, the remaining conditions will
continue to apply. The parties are bound to replace the void provision or the void part of the provisions by
a legally valid arrangement, which comes as close as possible to the commercial meaning and purpose of
the void provision or void part of the provision. The same shall apply in the case of any omission.
Place:
Place:
Date:
Date:
_____________________________
______________________________
represented by
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