A. Subject to the terms of this exclusive distribution agreement, the supplier designates the distributor and the distributor accepts such a designation and undertakes to act as the exclusive distributor of supplier products (defined below) in the following geographical area (the “territory”): this agreement and the attached exhibition (expressly included in this reference) contain the full and comprehensive agreement between the parties with respect to the purpose of this Agreement. It replaces all previous negotiations, submissions and proposals, in writing or any other means, relating to its purpose. Changes, amendments or amendments to this agreement must be established by a text signed by the authorized representatives of both parties. The distributor recognizes and accepts that any failure of the supplier to impose at any time or for a certain period of time is not considered or interpreted as a waiver of these provisions or as the supplier`s right to apply each of these provisions. This agreement can be concluded in several counter-pieces, each being considered original. The provisions of this contract, which are not fully met by the express terms of this agreement for the duration of the agreement, remain beyond the termination of that agreement, to the extent that this is applicable. 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. This agreement is governed in all respects by the laws of the state [state] , of the United States, which apply without reference to a rule of conflict of laws under which, otherwise, different laws might apply. The United Nations Convention on International Contracts for the Sale of Goods does not apply to purchases or transactions made under this agreement. The jurisdiction for all actions brought by the parties to this agreement in connection with or as a result of this agreement is appropriate only before an appropriate state court or the United States District Court for the District of the District of the State. Distributor thus submits to the exclusive jurisdiction of these jurisdictions and accepts the service of the procedure by fax or confirmed commercial mail (returned to the sender with written verification of receipt).
The distributor encourages the sale of supplier products on the territory of its website. Notwithstanding the above sentence, the distributor is not authorized to actively promote or solicit supplier product markets outside the country. In the event that the distributor receives an order from outside its territory, the distributor will work with the supplier to honour the order in a way that is financially advantageous to the supplier, distributor and distributor in the region of origin of the order (as the supplier has decided at its discretion and in accordance with the applicable legislation). 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. Each month, the distributor sends the supplier, via e-mail, a 3-month non-binding sales forecast for expected sales of supplier products in the region. In addition, the distributor must provide this additional information in a timely manner in response to the supplier`s requests regarding the distributor`s activities in the territory.