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DISTRIBUTION AGREEMENT This Agreement is made on the day of 24 March 20XX

THE DISTRIBUTOR

NAME: XXXX ADDRESS: CONTACT NAME: TELEPHONE: FAX: EMAIL: THE COMPANY NAME: YYYY ADDRESS: CONTACT NAME: TELEPHONE: FAX: EMAIL: APPOINTMENT The Company hereby appoints the Distributor as its non-exclusive distributor for the Products in the Territory for sale to the Customers subject to the terms and conditions set out in Schedule 1. DURATION COMMENCEMENT DATE:

1 April 20xx

TERMINATION DATE:

This Agreement shall continue for one (1) year from the Commencement Date and indefinitely thereafter until termination by one (1) party giving to the other not less than three (3) months’ written notice of termination.

DISTRIBUTORSHIP DETAILS TERRITORY: TTTTT PRODUCTS: Kkkkk CUSTOMERS RESERVED TERRITORY

Anywhere in the world other than the Territory

PRICES: The prevailing list prices of the Products as amended from time to time by the Company or such other prices as may be agreed between the parties in writing.

DELIVERY TERMS:

FOB WWWW

PAYMENT TERMS: 30 days from invoice date at the end of the month

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CURRENCY: Euro SIGNATURES The parties hereto have shown their acceptance to the terms of this Agreement by procuring their respective authorised signatories to sign this Agreement on the day and year above written.

Signed by a duly authorised signatory for and on behalf of YYYY Signature: ______________________________ Name: ______________________________ Position: ______________________________

Signed by a duly authorised signatory for and on behalf of XXXX Signature: ______________________________ Name: ______________________________ Position: ______________________________

SCHEDULE 1

TERMS AND CONDITIONS

DEFINITIONS 1. The terms “Commencement Date”, “Company”, “Currency”, “Customer”, “Delivery

Terms”, “Distributor”, “Payment Terms”, “Products”, “Prices”, “Reserved Customer”, “Reserved Territory”, “Territory”, “Termination Date” and shall have meanings set out on the front page of this Agreement.

2. This Agreement shall include all Schedules and attachments referred to therein which are made a part hereof. The headings in this Agreement do not affect its interpretation.

OBLIGATIONS OF THE DISTRIBUTOR 3. PROMOTION The Distributor shall use its best endeavours to establish,

promote, sell and extend sales of the Products to the

Customers in the Territory.

4. MARKETING The Distributor shall promote the sale of the Products in the Territory to the Customers in a way which shall at all

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times comply with the Company’s guidelines and shall use such advertising and promotional materials supplied by the Company for this purpose. Specifically, the Distributor shall only market and sell the Products strictly in accordance with the descriptions and brands used by the Company and shall not, except with the Company’s written approval, refer to the Products under their generic chemical names or classes. The Distributor shall not use the name of the Company or any trademarks of the Company or the Products in its name or in connection with its business, but the Distributor may state that it is a distributor for the Company. The Distributor shall not make any representation or give any warranty relating to the Products unless approved previously in writing by the Company and not to the knowledge of the Distributor withdrawn.

5. RESERVATIONS The Distributor shall purchase the Products only from the Company, and shall not distribute or manufacture during the duration of this Agreement any goods which compete with the products. The Distributor shall not actively seek customers for the Product, and shall not establish any branch or maintain any distribution depot for the sale of the Products in the Reserved Territories. The Distributor shall not actively solicit sales of the Products to the reserved Customers.

6. STOCKS The Distributor shall maintain adequate stocks of the Products sufficient to meet demand for the Products in the Territory. The Distributor shall keep the products adequately insured and shall store and handle the Products so as to prevent deterioration in their quality, appearance and packaging. In this regard, the Products shall at all times be stored in a suitable indoor environment and in accordance with the instructions of the Company.

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7. RECORDS The Distributor shall keep full and proper books of account and records showing clearly all enquiries, quotations, transactions and proceedings relating to the Products. The Distributor shall submit such information to the Company as the Company may from time to time require relating to the performance of the Distributor under this agreement (provided that both parties shall at all times comply with the relevant laws relating to the exchange of such information).

8. FORECASTS AND

REPORTS

The Distributor shall at the beginning of each month send to the Company rolling forecasts of its requirements for the Products in the forthcoming three 3-month period to enable the Company to plan production.

The Distributor shall also submit to the Company at the

beginning of each quarter a report for the preceding

month detailing sales of the Products, stock levels,

activities of competitors, customer demands, sales

forecasts and any other information that the Company

shall require.

9.CUSTOMER PRICING All pricing to Customers shall be determined at the sole discretion of the Distributor.

10. COMPLAINTS The Distributor shall inform the Company Contact immediately in writing of all complaints and disputes relating to the Products. The Distributor shall further co-operate with the Company to establish and maintain the standards and reputation of the Company in the Territory and shall not do anything that might adversely affect the goodwill or reputation of the Company.

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11. NOT AGENT The Distributor is not the agent of the Company and shall not have any authority to agree to any obligation or make any warranty or representation on behalf of the Company. The Distributor shall in all correspondence and dealings relating to the sale of the Products, clearly indicate that it is acting as an independent contractor.

12. RIGHTS OF

COMPANY

The Distributor agrees that the Company may sell and distribute the Products and appoint other distributors or agents to market and sell the Products in the Territory. The Company shall further have the right to modify (by adding or deleting) the list of Products sold by the Distributor on giving the Distributor at least one (1) month’s prior notice of such modification.

13. OTHERS The Distributor shall, at the expense of the Company, take all such steps as the Company may reasonably require to assist in maintaining the validity and enforceability of the intellectual property relating to the Products. The Distributor shall not do or authorize any third party to do any act or omit to do any act which would or might invalidate or be inconsistent with any Company intellectual property relating to the Products. The Distributor shall promptly and fully notify the Company of any actual, threatened or suspected infringement of any Company intellectual property relating to the Products which comes to the Distributor's notice and shall at the request and expense of the Company do all such things as may be reasonably required to assist the Company in taking or resisting any proceedings in relation to any such infringement or claim.

C. SUPPLY OF THE PRODUCTS 14. ORDERING The Distributor’s orders for Products to the Company are

an offer to purchase the Products specified in the order. All orders are subject to acceptance by the Company and in all cases, the Products are supplied to the Distributor under the standard terms and conditions of sale of the Company as may from time to time be amended. In the event of any inconsistency between the standard terms

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and conditions of sale and the terms of this Agreement, the latter shall prevail. Any and all terms or conditions of the Distributor, whether set out in purchase orders or otherwise, are hereby expressly excluded from this Agreement. The Company shall not be under any obligation to continue to manufacture all or any of the Products and shall be entitled to make such alterations to the specifications of the Products as it thinks fit. The Company shall only be bound to supply Products when the Company sends to the Distributor its acknowledgement of order. The Distributor cannot cancel an order that has been accepted by the Company. Each order for the Products shall constitute a separate contract and any default by the Company in relation to any one order shall not entitle the Distributor to treat this Agreement as terminated.

15. PRICE Unless otherwise agreed the price for the Products shall be the prevailing list prices of the Products as established by the Company from time to time and are quoted on the basis of the Delivery Terms. Unless otherwise agreed all Prices are exclusive of value added tax or sales tax and any other tax or duty payable in respect of the Products.

16. DELIVERY Any agreed delivery dates of the Products are estimates only. The Company shall further not be liable for late delivery or non-delivery of any Products owing to any event or circumstance beyond its control, and delivery of any Products shall be suspended for so long as such event or circumstance lasts. Risk of loss or damage to any Products shall pass to the Distributor when the Products are delivered to the designated carrier.

17. RETENTION OF TITLE

The Company retains title to any Products until the Distributor has paid the Company in full for those Products in cash or cleared funds.

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The Distributor may however sell the Products that are still owned by the Company as part of its normal business until this Agreement ends or is terminated.

18. INSPECTION The Distributor shall inspect the Products immediately on receipt. The Company shall not be liable for defects or shortages that the Distributor could have found on reasonable inspection unless the Distributor notifies the Company within thirty (30) days after receipt. If the Distributor notifies the Company of any defects or shortages, the Company shall only be liable (at the Company’s option) to repair or replace the Products, or credit the Distributor with the invoice value of the Products.

19. PAYMENT TERMS The Distributor shall pay in full the Company’s invoices for the Products within the period stated and in accordance with the Payment terms set out above without any set-off, deduction or counter-claim whatsoever. If the Distributor fails to pay any amounts when due, the Company reserves the right to charge interest on such amounts at the yearly rate of two percent (2) % per annum above the base rate from time to time of the principal bank with which the Company maintains an account after a notice and grace period of fourteen 14 days is given for settlement.

20. WARRANTY If the Distributor finds a non-apparent defect in any Products within three (3) months after those Products were delivered then the Company will (at the Company’s option) supply replacements for those Products, or credit the Distributor’s account for those Products, or refund to the Distributor the purchase price for those Products, but only if:

(a) the Distributor notifies the Company within fourteen (14) days after finding the defect; and

(b) the defect could not have been discovered at the time of delivery; and

(c) the defect was not caused by anything done to or happening to the Products after delivery.

21. LIABILITY The Company’s express liability to replace Products or

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refund the purchase price stated in this Agreement shall be the Company’s only liability for defective Products. The amount of the Company’s liability shall not, in any event, exceed the value of the order from which the defective Products originate. All warranties, terms and conditions implied by law are excluded. The Company shall not be liable to the Distributor whether by reason of breach of contract, negligence or otherwise for any loss of profit, loss of business, loss of contract, or liability of the Distributor to any third party or any indirect or consequential losses.

22. PRODUCT CLAIMS The Distributor shall indemnify the Company against any claims, demands, liabilities, or expenses of any kind arising out of the importation, storage, sale or distribution of the Products by the Distributor, or anything done to or happening to the Products following delivery.

D. SAFETY, HEALTH AND ENVIRONMENT 23. COMPLIANCE The Company may from time to time provide the

Distributor with information regarding the safe transportation, handling, storage and use of the Products and the Distributor hereby undertakes that throughout the period of this Agreement, it shall take all measures as are necessary or desirable to effect the safe transportation, handling, storage and use of the Products including but not limited to operating its own safety inspections, procedures, controls and other safety related activities competently and with due diligence having regard to the said information provided. For the avoidance of doubt, the obligations imposed on the Distributor for the safe transportation, handling, storage and use of the Products relates not only to the safety of those persons who may be affected by the acts or omissions of the Distributor but also to the environment generally. In this regard, the Distributor shall at all times remain solely and exclusively responsible for the protection of the environment and the health and safety of those people affected by its operations including but not limited to its employees and contractors and the Distributor hereby agrees to hold the Company fully indemnified against any liabilities, claims, demands or actions arising from the Distributor’s failure to comply with the obligations set out in this clause.

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24. LOCAL LAWS The Distributor hereby specifically agrees that it shall have

full and proper regard and shall comply with all relevant laws, regulations and codes of conduct applicable to the import, storage, advertising, handling and sale of the Products and in the performance of its duties under this Agreement and shall be solely and exclusively responsible for any liability howsoever arising in connection with any failure to so comply.

25. APPROVALS The Distributor shall further secure and maintain, at its own cost, all licences, consents, registrations, permits, and approvals of any regulatory agency required for the Distributor to undertake the obligations set out in this Agreement including the distribution of the Products in the Territory.

26. REVIEW The Distributor shall permit the Company or its appointed representatives access to any premises from which the Distributor carries on its business to inspect the stocks of the Products and performance by the Distributor of this Agreement.

27. NEW MEASURES The Distributor agrees to comply with such further safety, health and environmental measures which are introduced by the Company from time to time which shall be in addition to any requirements under the relevant laws and regulations of the Territory.

E. TERMINATION 28. NOTICE Either party shall be entitled at any time to terminate this

Agreement by serving on the other party at least three (3) months prior notice. No reason or cause is needed to effect termination by notice under this clause.

29. BREACH Either party shall be entitled to terminate this Agreement immediately by notice to the other if the other is in breach of its obligations under this Agreement and, if that breach can be remedied, fails to remedy that breach within twenty-eight (28) days after notice of that breach.

30. INSOLVENCY Either party may terminate this Agreement immediately by notice to the other party if the other party becomes unable to pay its debts, or is liquidated or wound up, or has a petition for winding up presented against it, or passes a resolution for voluntary winding up, or if a petition for the appointment of an administrator is presented against it, or

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if it has a receiver or administrative receiver appointed to the whole or any part of its undertaking or assets, or if it shall convene any meeting of its creditors or make a deed of assignment or arrangement or otherwise compound or compromise with its creditors, or if any event similar to any of these events occurs in relation to the party under any relevant jurisdiction.

31. CONDUCT The Company may terminate this Agreement immediately by notice to the Distributor if the Distributor fails to comply with the safety and health obligations contained in Section D of this Agreement, ceases trading and does not resume trading within fourteen (14) days after notice from the Company or does anything which in the reasonable opinion of the Company may adversely affect the business of the Company.

32. AFTER TERMINATION

When this Agreement ends or is terminated: (a) all rights, licences, and obligations under this

Agreement shall immediately cease without affecting any rights or liabilities which have already arisen;

(b) the Company shall be entitled to cancel any undelivered orders for the Products;

(c) the Distributor shall stop using all signs, stationery, advertising and other materials relating to the Products and all trademarks or other intellectual property of Company;

(d) the Distributor shall immediately return to the Company on request, or at the Company’s option destroy, all information of the Company in its possession and all copies of that information;

(e) the Distributor shall return forthwith upon request any Products which are still owned by the Company;

(f) the Distributor shall provide to the Company on request all information which it has relating to the Products and their sale;

(g) all amounts payable under this Agreement shall immediately become due and payable.

On termination of this agreement the Company shall have the option to buy from the Distributor all stocks of the Products as are in specification and saleable condition at the same net price as was paid by the Distributor for the Products. This option must be exercised in writing within

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twenty eight working days of the date of termination. The purchase and payment will take place within a further twenty eight working days following agreement of the stock value. The costs of shipping the Product to the Company’s designated location shall be borne by the Company. If the Company chooses not to exercise this option the Distributor shall be permitted for a period of 90 days following the date of termination to sell such stocks of the Products as the Distributor may have. Thereafter the Distributor shall dispose of any remaining Product as the Company may direct and at the Distributor’s cost.

33. NO COMPENSATION The termination of this Agreement shall not of itself give rise to any liability on the Company to pay any compensation to the Distributor for loss of profits or goodwill.

F. GENERAL 34. SECRECY The Distributor shall and shall ensure that its employees

shall keep confidential and secret all information of the Company including but not limited to the Company’s business, customer lists and details, technical data, product information, specifications, formulas, supply information and commercial data disclosed or made available by the Company (“the Confidential Information”) to the Distributor as a result of this Agreement. During the continuance of this Agreement and a period of ten (10) years after termination for whatever reason, the Distributor undertakes not to use, make available, apply, disclose or exploit the Confidential Information (whether directly or indirectly) other than for the purposes of this Agreement and shall further not undertake directly or indirectly any chemical analysis of the Products. This clause shall survive termination of this Agreement for whatever reason.

35. FORCE MAJEURE The obligations of the Company under this agreement shall be suspended during the period and to the extent that the Company is prevented or hindered from complying with them by any cause beyond its reasonable control.

36.INTELLECTUAL PROPERTY RIGHTS

Save for the purpose of performing its obligations to promote and distribute the Products under this Agreement, the Distributor shall have no rights or licenses in respect of any trade names or trade marks used by the Company in relation to the Products or the goodwill associated

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therewith.

All patents, copyrights, design rights, trade marks and names, rights to confidence, rights to apply for any of the foregoing, and all other intellectual property rights, whether registered or unregistered, in any part of the world, in or to the Products or any trade mark or name used by the Company, are and shall remain the absolute property of the Company.

37. ENTIRE AGREEMENT

This Agreement is the entire agreement between the Company and the Distributor, and replaces any existing agreements, arrangements, negotiations, representations and discussions between the Company and the Distributor relating to the subject matter of this Agreement.

38. ASSIGNMENT The Distributor shall not assign, transfer, sub-contract or otherwise deal in any of its rights or obligations under this Agreement.

39. VARIATION AND INVALID TERMS

No variation to this Agreement is valid unless agreed to in writing by the Company and the Distributor. If any term of this Agreement is invalid or illegal the remaining terms of this Agreement shall continue in full force and effect and the Company and the Distributor shall negotiate in good faith to agree a replacement term which as far as possible validly and legally gives effect to the intention of the parties.

40. WAIVER If the Company does not or delays in enforcing any provision of this Agreement or exercising any right under this Agreement, this shall not be taken to mean that the Company has waived that provision or right, and the Company shall still be entitled to enforce that provision or right.

41. NOTICES Notices shall be in writing and sent by courier, first class post email or facsimile to the address of the other party stated in this Agreement (or any other address or facsimile number, which a party by notice elects for this purpose). Notices shall be considered to have been received, if sent by courier, on delivery, if sent by post, on the 7th day following the day of posting, and if sent by facsimile or email, on the day of completion of transmission provided this is evidence by a successful facsimile transmission slip.

Notices shall be in the English language.

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42. LAW This Agreement shall be governed by and construed in accordance with the laws of WWWWWW. All disputes or claims arising in connection with this Agreement shall be referred to and finally settled by the Courts of WWWWWWW. By agreeing to arbitration, the parties do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment or other order in aid of the arbitration proceedings and the enforcement of any award.