Commerce department international trade



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4. Principal's undertakings

a) AGIP shall use its best endeavour to supply the Distributor with the Products ordered by the Distributor

b) AGIP warrants to Distributor that the Products will comply with the given characteristics as amended from time to time as contemplated herein provided always any claim for breach of the foregoing warranty must be submitted in writing by Distributor to AGIP within 5 (five) days after the date in which such claim is made, failing which such claims shall not be considered or allowed; it is further provided that AGIP's liability in respect of any breach of the foregoing warranty shall be limited in all events to the Distributor's purchase price of the Products involved plus the cost of transportation of such Products approved in writing by AGIP prior to the time that such cost is incurred

c) Subject to AGIP prior written approval of the marketing advertising and promotional plan and the budget thereof and subject always to the strict compliance thereof AGIP agrees to

reimburse the Distributor half the aforesaid budget spent or actual spending whichever is the lesser. The approval by AGIP does not amount to an acceptance of liability whatsoever or however thereunder and the Distributor- undertake to fully indemnify AGlP at all times accordingly

d) No warranty or warranties expressed or implied including but not limited to any implied warranty of merchantability or fitness for any purpose! whatsoever are given by AGIP in respect of the Products excepting only that warranty given to Distributor pursuant above which is subject to the terms conditions and limitations therein set forth

n) AGIP warrants that information furnished by AGIP to Distributor for advertising or other promotional purposes in respect of the products will be as far as practicable accurate at the time of publication

5. Agip's reservations

AGIP reserves to itself notwithstanding anything to the contrary herein contained the following rights:

a) To decline or to accept any order form the Distributor and by so declining shall not incur any liability whatsoever to the Distributor if the Distributor is in breach of any one of the terms whatsoever of this Agreement

b) Without prejudice to the generality of this Agreement and without assigning any reason there to and without prior notice vary the First Schedule hereto defining the Products either by withdrawing therefrom a class or classes of Products named therein or by the addition thereto after notice to the Distributor of a further class or further classes of products of AGIP and as set to in Clause 1(a) above

c) If the Distributor is not at any time producing adequate sales coverage throughout the whole of the Territory and the region thereof and without prejudice to any of its right under this Agreement AGIP may either exclude from this Agreement such part or parts of the Territory and/or exclude from this Agreement such one or more of the Products herein defined or to take both these courses of action save that neither such course of action shall be taken under this clause without prior notice to the Distributor

d) To take such step itself as may seem necessary or expedient (including and without prejudice to the generality of the reserved right to appoint a representative in the Territory) to promote the Sale of the Products in the Territory and to notify the Distributor of any persons, firms or bodies corporate carrying on business in the Territory who appear to it to be in a position to enhance the sale of the Products

e) To enter upon manufacture or market research or distribution of any products whatsoever without consulting the Distributor or remunerating the Distributor in any way for any of such products may be sold in the Territory

f) AGIP may sell and supply directly without prior consent or approval of the Distributor the Products to AGIP Affiliate and such person or companies in which EN1 or companies belonging to ENI own a share of not less than 30% and to take part in in government's tenders from time to time for the supply and sale of the Products without remunerating the Distributor in any way



6. Prices, delivery and conditions of sale

a) Prices quoted to the Distributor for any of the Products are set out against the Products in the First Schedule hereto and are subject to change by AGIP at any time prior to Distributor's firm order

b) AGIP shall have no liability whatsoever for any delay in delivery or performance caused by war, industrial disputes, fire, force majeure or any other circumstances whatsoever beyond its control

c) Without prejudice to any other rights under this Agreement AGIP shall be entitled to withhold further supplies without liability whatsoever while payment of any sums due from the Distributor remains outstanding

d) Distributor shall submit its estimated requirements for the Products during successive four months’ periods to AGIP at least two months prior to the commencement of each such period

e) For shipments of the Products to Distributor under this Agreement Distributor shall submit its firm orders with irrevocable confirmed Letters of Credit established and received and further acceptance by AGIP as follows

- not later than the 10th (tenth) day of the month preceding the month in which order is to be shipped for Products to be supplied ex-Singapore plant

- not less than 60 (sixty) days prior to the desired delivery dale for Products to be supplied ex-Italy

The terms of the irrevocable confirmed Letters of Credit shall be prescribed and approved by AGIP from time to time

f) The first Contract Year of this Agreement shall commence' on the effective date hereof and subsequent Contract Years shall commence on anniversaries of said effective date; during successive Contract Years Distributor shall purchase from AGIP no less than the quantity of the Products set out in the Second Schedule

Minimum quantities for subsequent renewal terms shall be agreed upon between the Parties hereto no less than 6 (six) months prior to the commencement of the renewal term in question or if not so agreed shall be the minimum quantity for the immediately preceding Contract Year or the actual quantity sold during such year whichever is the higher to be increased by 10% every subsequent renewal year up to 19 ..

g) Distributor orders for the products may specify delivery at one time but no requested delivery shall be for less than 1 (One) Container of Products

h) AGIP reserves for itself and the AGIP Affiliates the right to discontinue the manufacture or sale of any Products or to make changes in its composition at any time without any liability to Distributor apart from that of notifying Distributor

i) Delivery of the Products shall be made within 60 days from the date of the receipt and acceptance by AGIP of the irrevocable confirmed Letter of Credit for Products to be supplied ex-Italy and within 30 days for Products to be supplied ex-Singapore

j) If for any reasons whatsoever the Distributor shall fail to neglect to take delivery of the Products within 1 day of schedule date (inclusive) the AGIF shall be entitled to treat the order as cancelled and invoice the Distributor for all costs and expenses incurred or dispose of the Products within 14 days thereafter and invoice the Distributor for all costs and expenses incurred by AGIP and any diminution in the sale price

7. Passing of Risk/Title

a) Unless otherwise agreed the risk to the Products shall pass to the Distributor as soon as or when the Products or part thereof are deemed delivered or ready for delivery to the Distributor and/or the Products or part thereof are deemed to be in the Distributor's

possession

b) Notwithstanding the aforesaid and without prejudice thereto the Title to the Products only pass to the Distributor upon full payment of the price of the Products to AGIP

c) Until full payment and prior to the Distributor's sale of the Products the Distributor shall keep and/or store the Products in such manner consistent with AGIP's ownership and manifested to all third parties

8. Payment terms

a) The Distributor agrees to pay for all Products of AGIP ordered by way of irrevocable confirmed Letters of Credit through a bank payable at sight to AGIP in United States Dollars payable in Singapore or elsewhere as AGIP may determine from time to time

b) All amounts required to be paid by the Distributor shall be paid without deduction or abatement whatsoever
9. Stocks

The Distributor shall at all times during the continuance of this Agreement carry stocks of no less than one month's supply of the Products and ensure that all orders received by the Distributor's marketing and sales outlets are supplied without due delay; the Distributor shall take all reasonable steps to ensure that the stocks are properly stored at all times and that a continuous stock rotation policy is maintained for all stocks in all warehouses to ensure the quality of the Products is preserved


10. Trademarks and patents

a) It is agreed that all rights in the trade marks appearing upon or used in relation to the Products and of the goodwill attaching thereto are and shall remain the exclusive property of AGIP or its associated companies; the Distributor shall only use the said trade marks in conjunction with the Products and in accordance with the provisions of this Agreement; the said trademarks shall not be used in any manner liable to invalidate the registration or lessen the value thereof; the right to use the said trade marks in connection with the Products is only granted to the extent that.

AGIP is able to do so without endangering the validity of the registration or lessening the value. The Distributor shall immediately inform AGIP of any and every improper or wrongful use or any actual or potential infringement in the Territory of AGIP's patents trademarks, designs, models, or similar industrial or commercial monopoly rights which come to the Distributor's notice and shall provide full co-operation to AGIP at all times

b) The Distributor shall not do or omit to do anything by which the goodwill and reputation associated with the trade marks might or diminished or jeopardised and shall include in, all printed matter on which any of the trade marks of AGIP (or one of its associated companies as the case may be) the form thereof to be determined by AGIP

c) Distributor is authorised to use AGIP's registered names logos and trademarks related to the Products during the existence of and in the course of operating under this Agreement; but nothing contained herein shall be construed as granting or shall grant to Distributor any rights, title or interest in the above said names and trademarks or other industrial property right owned or being used by AGIP or any AGIP Affiliate. Distributor shall take no steps to register any AGIP or AGIP Affiliate trademark, trade name brand or logo or any other word(s) or symbol(s) deemed deceptively similar thereto by AGIP. Distributor shall have no right to use any such word(s) or symbol(s) as or as part of its corporate or trade name

d) Upon expiration of this Agreement Distributor shall forwith cease all use of AGIP's or any AGIP Affiliate's industrial property rights and shall not thereafter use any such right or any trademark name brand or logo deemed deceptively similar thereto by AGIP except in connection with the sale of such quantities of the Products as Distributor may have in stock at the time of expiration or termination



11. Confidentiality

a) The Distributor shall not at any time during or after the term divulge or allow to divulge to any persons any confidential information relating to this distributorship or to AGIP

b) Any technical commercial and confidential information given in order to assist the Distributor to carry out its obligations in this Agreement is only to be used for the said purposes only

c) The Distributor shall ensure that its employees and dealers and marketing and sales outlets are aware of and observe the provisions of this clause both during the subsistence of this Agreement and thereafter

d) All written material embodying information designated by AGIP as confidential and all copies thereof are to be returned to AGIP on the termination of this Agreement

e) The Distributor acknowledges that all information concerning the Products identified by AGIP or any AGIP Affiliate as trade secret which Distributor has obtained or shall obtain in consequence of this Agreement whether from AGIP and AGIP Affiliate or otherwise are solely for the purposes of tills Agreement; distributor undertakes to use the same degree of care as in preserving the secrecy of its own secret business information and shall procure similar undertaking from its own employees and dealers and marketing and sales outlets accordingly and Distributor shall be responsible for and stand liable for the compliance thereof. The obligations of this Section shall not apply however to information which:

i) prior to the transmittal thereof to'Distributor was of general public knowledge; or

ii) becomes subsequent to the time of transmittal to Distributor a matter of general public knowledge otherwise than as a consequence of a breach by Distributor of its obligation under this Section; or

iii) is made public by AGIP; or

iv) was in the possession of Distributor in documentary form prior to the time of Disclosure thereof to Distributor by AGIP and was not acquired directly or indirectly fro AGIP and is held by Distributor free of any obligation of confidence to AGIP or any third party; or

v) is received in good faith from a third party to disclose it who to the best of Distributor's knowledge did not obtain the same from AGIP and who imposes no obligation of secrecy on Distributor with respect to such information
12. Independence of the parties

It is agreed by the parties hereto that the Distributor is operating and will continue to operate for its own account and nothing in this Agreement is intended or shall be constructed to authorise the Distributor without the prior written approval of AGIP to create or assume any liability or indebtedness of any kind in the name of or on behalf of AGIP or to give any warranty of make any representation in the name of or on behalf of AGIP and this Agreement shall not be construed as constituting the Distributor as agents of AGIP for any purpose whatsoever or to constitute a partnership between the parties hereto



13. Force majeure

a) In the event that AGIP shall be unable to continue the commercial production of the Products by reason of causes beyond its control including by way of illustration (but specifically not limited to fire, flood, explosion, action of elements, acts of God, accidents, epidemics, strikes, lockouts or other labour troubles or 'shortages, inability to obtain or shortage of material, equipment or transportation, insurrections riots, or civil commotion, war, enemy action, acts, demands or requirements of any government or by other causes which it could not reasonably be expected to avoid then it shall not be responsible for any loss whatsoever to the Distributor howsoever arising. Thereafter AGIP shall use its best endeavours to resume the commercial production of tlie Products

b) In case of the extension of the circumstances of force mnjeure throughout a prolonged period of time whereby the performance of the respective obligation could not be carried out this Agreement shall be terminated at the request" of either party and'' this Agreement shall be treated as frustrated whereupon:

i) without demand all money due to AGIP shall be paid immediately without deduction; and

ii) the Distributor shall cease to distribute the Products of AGIP immediately

14. Termination

This Agreement shall terminate

a) on expiry date; or

b) if:


i) any encumbrance shall take possession of any of the property of either party; or

ii) either party shall become insolvent; or

iii) the Distributor shall become bankrupt or to go into liquidation either voluntary or compulsory unless as part of a bona fide scheme of reconstruction or amalgamation approved by AGIP or to be dissolved compound with its creditors or have a receiver appointed in respect of the whole or any part of its assets; or

iv) a receiver is appointed in respect of one whole or any of the assets or undertaking or other process shall be issued against any property of the Distributor; or

v) the Distributor shall cease or threaten to cease to carry on the whole or any substantial part of its business other than in the course of reconstruction or amalgamation approved by AGIP hereto; or

vi) If the Distributor commits or allows to be committed a breach, of any of its obligations herein stated and does not remedy such breach within fourteen (14) days after written notice has been given to it by AGIP; or

vii) If the Distributor commits or is charged with the commission of a criminal or unlawful act or by commission has committed or charged with a criminal or unlawful act; or

viii) If the Distributor engages in any conduct prejudicial to AGIP or AGIP's Affiliates generally or the marketing of the Product generally.

Then in any such event AGIP may be written a notice forthwith terminate this Agreement but without prejudice to any other rights of the parties hereto.

15. Effects of termination

If this Agreement terminates for any reason whatsoever and without prejudice to any other rights:

a) Without demand all money due to AGIP shall be paid immediately without deduction

b) The Distributor shall cease to distribute the Products of AGIP immediately

c) AGIP shall have the discretion and option to regard any unexecuted orders placed by the Distributor and accepted by AGIP before such termination as cancelled excepted those in respect of which the Distributor shall have furnished documentary evidence to the satisfaction of AGIP within thirty (30) days from the notice of the Products ordered to third parties prior to the termination of this Agreement

d) The Distributor shall if requested by AGIP forthwith return to AGIP or elsewhere as AGIP may direct at the expense of AGIP all goods or Products belonging to AGIP in its possession or under its control and all advertising and promotional matters relating to the Products in its control. In case of default AGIP shall be entitled without notice to enter at any time upon the premises where the said goods or Products may be for the time being and to remove the same

c) All Products remaining unsold which in the mutual opinion of AGIP and Distributor are not in good condition shall be forthwith disposed of by the Distributor as directed by AGIP

f) The Distributor shall return to AGIP all samples and publicity promotional and advertising material and technical material and copy thereof used in the distributorship

g) The Distributor shall return to AGIP all originals and copies of all documents and information in any form containing or covering in any way part of the Intellectual Property and technical specifications and literature

h) In the event of termination of this Agreement AGIP shall have the option to repurchase from Distributor any or all of the Products purchased from AGIP and owned by Distributor on the date Distributor receives written notice of AGIP's intention to exercise the repurchase shall be the invoice price thereof actually paid by Distributor plus verified transport cost paid by Distributor; in the event of the exercise of this repurchase option by AGIP Distributor shall promptly deliver the Products to AGIP in conformity with all laws and requirements which may be necessary or proper to transfer good title to such Products to AGIP free and

clear of any charge lien or encumbrance; AGIP shall pay Distributor for such product promptly after Distributor has complied with all of its obligations hereunder

i) Distributor recognizes and agrees that it is fully compensated for its activities in developing the market for. the Products in promoting the name and reputation of the Products and in building goodwill in respect of the Products by way of revenues derived from re-sales of the Products during the currency of this Agreement; consequently in no event shall termination of tins Agreement for any reasons whatsoever and howsoever. Give rise to any right of

action by Distributor to recover additional compensation of loss or damage from AGIP
16. Non-Competition

During the term of this Agreement the Distributor shall not distribute manufacture develop or occupy itself in any other way directly or indirectly with goods of a nature competitive with the Products in- or outside the Territory without prior written consent from AGIP


17. Appointment of sub-distributors

a) The Distributor shall have the right to appoint Sub-Distributors and outlets to store and distribute the sales of the Products within the Territory on behalf of Distributor

b) The Distributor shall also ensure that all Sub-Distributors and outlets shall at all times observe and comply with the terms and conditions as stated in this Agreement which are applicable to themselves as distributors and the Distributor shall be responsible and stand liable for the compliance thereof
18. Non-Waiver

It is understood and agreed that the failure of delay on the party of AGIP to require performance or compliance of the Distributor of any provisions of this Agreement shall not affect AGIP's right to require performance or compliance has been waived in writing


19. Assignment

This Agreement shall be binding on the successors and assigns of each of the..parties hereto; provided however that this Agreement shall not be assigned, transferred or sold in whole or in part by Distributor unless the terms and conditions of such assignment

transfer or sale are approved in writing by AGIP
20. Savings of terms

a) Notwithstanding termination herein the terms conditions warranties undertakings and indemnities contained or referred to herein shall continue to subsist and bind the parties and each individual thereof insofar as same or any part thereof remain unfulfilled or to be performed or outstanding or for the purpose of giving effect to each and every one of them

b) The several undertakings of the parties shall survive and shall be treated as in full force and effect notwithstanding any change in shareholding and directorship or the constitution of AGIP

c) If anyone or more of the provisions contained herein or any documents or records executed in connection herewith shall be invalid illegal or unenforceable in any respect under any applicable law, the validity legality and enforceability of the remaining provisions or part thereof contained herein shall not in any way be affected or impaired


21. Arbitration

All disputes arising in connection with the present agreement shall be finally settled- under the provisions of the Singapore Arbitration Act and any modifications thereof from time to time.

Arbitration proceedings shall take place in Singapore; Singapore law shall be applicable
22. Entire Agreement

a) This Agreement embodies the entire understanding of the parties and overrides and supercedes any prior promises representations understandings or implications

b) Any amendment hereto must be in writing and signed by the duly authorised representatives of AGIP and Distributor. No amendment to this Agreement shall be effected by the acknowledgement or acceptance by AGIP of purchase orders, invoices, shipping instruction forms or, others similar documents which contain terms or condition at variance with or in addition to those set forth herein unless such acknowledgement or acceptance specifically states that it is intended to amend this Agreement

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