AGREEMENT made as of the 

by and between

vigorchocolate.shop

(hereinafter referred to as “SUPPLIER”) and

having its principal place of business at

(hereinafter referred to as “DISTRIBUTOR”).

WITNESSETH

WHEREAS

1. SUPPLIER is a global conglomerate representing vigor confectioneries world wide with vigor chocolate as its flagship product (hereinafter referred to as the “Products”);
2. DISTRIBUTOR desires to secure from SUPPLIER, and SUPPLIER is willing to grant to DISTRIBUTOR, the right to sell and distribute SUPPLIER’S Products in DISTRIBUTORS business location (hereinafter referred to as the “Territory”).

NOW THEREFORE

It is mutually agreed as follows:

1. SUPPLIER hereby appoints DISTRIBUTOR as its distributor for the term of this Agreement for the sale and distribution of the Products in and throughout the Territory.
2. DISTRIBUTOR shall use its best efforts to promote the sale and distribution of SUPPLIER’S Products.
3. It will refer to DISTRIBUTOR any and all orders or inquiries for the Products that it may receive for shipment to the Territory, or orders which are intended for eventual shipment to the Territory.
4. SUPPLIER will fill promptly and to the best of its ability all orders for the Products received from DISTRIBUTOR. The price to DISTRIBUTOR shall be based on delivery to DISTRIBUTOR’S warehouse and shall include a mutually negotiated delivered price to said warehouse.
5. SUPPLIER and DISTRIBUTOR shall negotiate any price increases for the Products at least 30 days prior to the effective date of any such increase.
6. DISTRIBUTOR shall have the right to order one months supply of the Products at the current price prior to any increase.
7. Payment shall be made by DISTRIBUTOR before product delivery to DISTRIBUTOR’S warehouse and SUPPLIER shall provide product delivery within a 10 days window from payment approval.
8. DISTRIBUTOR and SUPPLIER shall agree on an annual basis, or more frequently if required, as to the prices at which DISTRIBUTOR shall sell the Products to its customers.
9. SUPPLIER warrants, represents and agrees that all shipments of the Products sold or shipped under this Agreement shall be of first quality and suitable for consumption
10. The term of this Agreement shall be for a period of one years commencing on the date this agreement was signed, and terminating 365 days later, and shall thereafter continue in effect unless either party shall notify the other of its intention to terminate this Agreement by giving at least 6 months written notice prior to any specified termination date. Either party shall have the option to terminate this Agreement after six months of the notice period by paying to the other party a sum equal to one-half of the case volume of the previous calendar year multiplied by NGN per case.
11. However, in the event of a breach of any of the terms and provisions of this Agreement, either party may terminate this Agreement by giving the other party 90 days written notice provided said notice shall set forth the breach being claimed as the basis for termination. If the offending party cures the breach being claimed within said 90-day period, the notice of termination shall be void and this Agreement shall continue in full and force and effect.
12. SUPPLIER shall have the right to terminate this Agreement upon 60 days written notice in the event that DISTRIBUTOR shall: a. be declared bankrupt or enter a voluntary petition for bankruptcy or in any way enter into a compromise or agreement for the benefit of its creditors; b. fail to meet the minimum order quantity (MOQ) per month of two cartons during the period of this agreement.
13. DISTRIBUTOR, upon request from SUPPLIER, will furnish SUPPLIER with available sales and depletion reports and details of all promotional and sampling programs with respect to the Products. DISTRIBUTOR will discuss with SUPPLIER any proposed changes in its distributor network at least 30 days prior to any such change.
14. This Agreement is the entire agreement between the parties, cannot be changed orally, and neither party has made any representations or promises to the other which are not expressed in this Agreement.
15. No waiver of a breach of the terms of this Agreement shall be effective unless made in writing, and no such waiver shall be deemed a waiver of any other existing or subsequent breach. No modification of this Agreement shall be of any effect unless set forth in writing.
16. All the provisions of this Agreement are made subject to all applicable laws, regulations, rules or requirements of the Government of the United States of America or agencies of said Government, and in the performance of this Agreement, each of the parties hereto agrees to comply therewith.
17. All notices shall be sent prepaid either by official email to the respective parties, unless they shall otherwise notify in writing.
18. This Agreement shall not be assigned by either party hereto.

IN WITNESS WHEREOF,

the parties hereto have caused this Agreement to be executed as of the day and year first above written.

SUPPLIER

DISTRIBUTOR

By checking this box, you are electronically signing and accepting the terms and conditions of this agreement