THIS AGREEMENT is made the

day of

, 2013

BETWEEN
PT ______________, a company incorporated under the laws of Indonesia and having
its business address at JI. _______________, Jawa Timur, Indonesia (hereinafter
referred to as the Supplier) of one part;
AND
______________ Sdn Bhd, a company incorporated under the laws of Malaysia and
having its principal place of business address at _____________, Kuala Lumpur
(hereinafter referred to as the Distributor) of the other part.
WHEREAS:
(A) The Supplier is in the business of manufacturing Products bearing the trademark
names __________ Aromatherapy, and is the worldwide sole & only owner
of the intellectual property rights in the said Products.
(B) The Supplier is desirous of appointing the Distributor as its distributor subject
to the terms and conditions hereinafter appearing.
(C)

The Distributor has marketing experience in the Territory (as defined herein)
and wishes to act as the Suppliers distributor for __________ Aromatherapy.

(D)

The Supplier appoints the Distributor as its sole and exclusive distributor for the
product __________Aromatherapy throughout West Malaysia (Peninsula
Malaysia).

(E)

The Distributor shall use its best efforts to promote the sale and promotion to
enhance the sale of the Products, and assisted by the Supplier from time to
time.

(F)

The Supplier will not ship in the Products or any other Products same or similar
to the trademark, signature or identification anywhere on the package into East
Malaysia except under the order or direction from the Distributor.

(G)

In the event, there are any other orders which has been receive by the Supplier,
to come into West Malaysia (Territory) Peninsula Malaysia, the Supplier must
refer the same through the Distributor.

(H )

The Supplier will fill and do the best of its ability to all orders for the Products
received from the Distributor and according to the orders.

NOW IT IS AGREED as follows: -

1.

INTERPRETATIONS

1.1

In this Agreement the following words and expressions have the following
meanings: FORCE MAJEURE means, in relation to either party, any circumstances
beyond the reasonable control of that party such as war, terrorism or an act of
God (e.g. typhoon, major flood, earthquake, tsunami, pestilence), which has the
effect of disrupting the business of that party;
INTELLECTUAL PROPERTY means any patent, copyright, registered
design, trade mark or other industrial or intellectual property right subsisting in
the Territory in respect of the Products, and applications for any foregoing;
PRODUCTS means, subject as provided in clause 3.2, the Products known
under the trade mark as __________ Aromatherapy as supplied or
manufactured by the Supplier, and such other Products as may from time to time
be agreed in writing by the parties;
RESTRICTED INFORMATION means any information in relation to either
party which is disclosed to and exchanged between the parties pursuant to or in
connection with this Agreement (whether orally or in writing, and whether or
not such information is expressly stated to be confidential or marked as such);
RINGGIT MALAYSIA and RM means the lawful currency of Malaysia;
TERRITORY means all states in the nation of Malaysia.
TRADE MARK means:
(a)
the trade mark known as __________ Aromatherapy which is
currently used by the Supplier for the sale of the Products, and for which
an application for registration of the trade mark in the name of the
Supplier will be or has been made, and the same is pending registration
by the relevant authorities; or
(b)
Such other trade marks as are used by the Supplier on or in relation to
the Products at any time during this Agreement;

1.2

Any reference in this Agreement to writing or cognate expression includes a

reference to facsimile transmission, e-mail or comparable means of
communication.

1.3

Any reference in this Agreement to any provision of a statute shall be construed

as a reference to that provision as amended, re-enacted, or extended at the
relevant time.

1.4

The headings in this Agreement are for convenience only and shall not affect its
interpretation.

2.

APPOINTMENT OF SUPPLIER

2.1

The Supplier hereby appoints the Distributor as its sole and exclusive
Authorised Distributor for the sale of the Products under the Trade Mark in the
Territory, and the Distributor agrees to act in that capacity, subject to the terms
and conditions of this Agreement. For the avoidance of any doubt, the
appointment is exclusive and Supplier shall not authorise or appoint other
parties to distribute the product in the same Territory during the duration of this
agreement and its agreed extensions.

2.1.1

The Distributor shall be entitled to describe itself as the Suppliers Authorised

Distributor for the Products under the Trade Mark.

3.

SUPPLY OF THE PRODUCTS

3.1

The Supplier shall use its best endeavours to supply the full quantity of the
PRODUCTS ordered by the Distributor and the Products shall be supplied in
such specifications as may be mutually agreed between the parties and shall
promptly notify the Supplier of any changes in the circumstances which may
affect its requirements.

3.2

Each order for the Products shall constitute a separate contract, and any default
by either party in relation to any one order shall not entitle the parties to treat
this Agreement as terminated.

3.3

The Distributor shall, in respect of each order for the Products to be supplied
hereunder, be responsible for:
3.3.1

marketing of the Products under the Trade Mark whereby the supplier
will share marketing costs with and

3.3.2

Obtaining any necessary licences, permits or other requisite documents,

and paying all applicable duties and taxes in respect of the sale of the
Products in Territory.

3.4

The Distributor shall maintain the mutually agreed price of the product and if it
intends to increase or decrease the price, shall give at least 60 days written
notice that it intends to change the price Any deviation beyond the agreed price
must be mutually agreed. The distributor shall be entitled to order one (1)
months supply of the Product at the pre-existing price prior to any increase in
the price of the product.

3.5

Upon receipt of each order the Supplier (or such terms as may be mutually
agreed in the future) shall immediately inform the Distributor of the Suppliers
estimated delivery date for the consignment which the Supplier shall use its
reasonable endeavours to ensure that delivery to the distributors local Malaysian
address in Peninsular Malaysia shall not exceed twenty one (21) days from the
date of receipt of payment.

3.6

For the Products to be supplied both parties may agree to part payment,
whereby, the Distributor makes payment of 30% of the purchase price for the
Products before delivery, and the balance 70% after receipt of the Products.

3.7

Risk of loss of or damage to any consignment of the Products shall not pass to
the Distributor until such time the Supplier delivers the Product to the
Distributors local Peninsular Malaysian address and the Distributor has
inspected the Product acknowledges receipt of the Product in accordance with
specifications.

3.8

The Supplier shall furnish to the Distributor, promptly upon request, any or all
authorizations that may be required by any governmental authority in
connection with the sale and distributions of the Products, provided that the
Supplier is responsible for obtaining or maintaining such authorizations.

3.9

The Supplier warrants, represents and agrees that all shipments of the Products
shipped under this Agreement to the Distributor shall be of first class quality,
properly packaged and bottled, free from foreign matters, whether or not
prejudicial to health, and in full conformity with the laws, regulations and
requirements within West Malaysia (Peninsula Malaysia).

3.10

The Supplier will, upon demand by the Distributor, promptly execute any
documents and perform such acts as may be deemed necessary by the
Distributor, to prevent any product labelled in imitation or simulation of the
Products from being distributed in West Malaysia (Peninsula Malaysia).

3.11

The distribution price of the product shall be mutually negotiated and agreed by
the Distributor and the Supplier from time to time.

4.

PAYMENT FOR THE PRODUCTS

4.1

All Products to be supplied by the Supplier pursuant to the Agreement shall be

sold at the price as per agreed mutually.

4.2

4.2

4.3

The Distributor shall maintain the mutually agreed price of the product and shall
give the Supplier not less than 60 days written notice of its intention to deviate
from the mutually agreed price. Any deviation beyond the agreed price must be
mutually agreed. The distributor shall be entitled to order one (1) months
supply of the Product at the pre-existing price prior to any increase in the price
of the product.

5.

INTELLECTUAL PROPERTY

The agreed price for the Products to be supplied:

5.1

The Supplier hereby licence the Distributor to sell the Products using its Trade
Mark in the Territory.

5.2

The Supplier shall not:5.2.1

5.2.2
5.2.3

use the Trade Mark on the Products, or market the Products in any way
which might prejudice their distinctiveness or validity or the goodwill of the
Distributor therein;
use in relation to the Products, the Trade Mark or any trade marks owned by
the Supplier or its authorised distributors without obtaining the prior written
consent of the Distributor; or
use in or outside the Territory the Trade Mark, or any trade marks or trade
names so resembling any trade mark or trade names of the Supplier to be
likely to cause confusion or deception.

5.3 The Distributor shall have no rights in respect of any trade names or Trade Marks
or any other Intellectual Property (where applicable) used by or owned by the
Supplier in relation to the Products and the Distributor hereby acknowledges that,
except as expressly provided in this Agreement, it shall not acquire any rights in
respect thereof and that all such rights are, and shall remain, vested in the Supplier.
5.4

The Distributor will not adulterate the product by mixing or adding any
substance into the product before the product is sold without prior written
permission or written approval from the Supplier.

5.5

The Distributor shall not re-lable, re-name or re-brand the product in any way
before being sold without prior written permission or written approval from the
Supplier.

5.6

The Distributor shall not re-export the product in any way, trough any channels
of distribution or distribution methods to any other country other than in the
Territory as defined in this agreement without prior written permission or
written approval from the Supplier.

5.7

The Distributor may if it so wishes to, at the Suppliers cost and expense apply
for such registration of its Trade Mark as a registered trade mark of the Territory
for and on behalf of the Supplier.

5.9

The Distributor shall not deliberately do any act, which would or might
invalidate or be inconsistent with any Intellectual Property of the Supplier and
shall not deliberately omit or authorise any third party to omit to do any act,
which, by its omission, would have that effect or character.

6.

CONFIDENTIALLITY

6.1

Both the Distributor and Supplier shall at all times during the continuance of this
Agreement and after its termination:

6.2

6.1.1

use its best endeavours to keep all Restricted Information confidential

and accordingly not to disclose any Restricted Information to any other
person; and

6.1.2

not use any Restricted Information for any purpose other than the
performance of the obligation under this Agreement.

Any Restricted Information may be disclosed by the parties to:

6.2.1

any customers or prospective customers;

6.2.2

any governmental or other authority or regulatory body; or

6.2.3

any employees of the parties or of any of the aforementioned person;

to such extent only as is necessary for the purposes contemplated by this

Agreement, or as is required by law and subject in each case to both the parties
using its best endeavours to ensure that the person in question keeps the same
confidential and does not use the same except for the purposes for which the
disclosure is made.
6.3

Any Restricted Information may be used by the parties for any purpose, or
disclosed by the parties to any other person, to the extent only that:
6.3.1

it is at the date hereof, or hereafter becomes, public knowledge through

no fault of the parties (provided that in doing so the parties shall not
disclose any Restricted Information which is not public knowledge); or

6.3.2

it can be shown by disclosing party that the said information was known
to it prior to its being received from the other party.

7.

WARRANTIES AND LIABILITIES

7.1

The Supplier represents and warrants to the Distributor that: 7.1.1

The Distributor has full power and authority to enter into and perform
this Agreement and this Agreement constitutes binding obligations on the
Supplier in accordance with its terms;

7.1.2

The execution and delivery of this Agreement and performance of the

obligations contained in this Agreement by the Supplier do not and will
not violate any existing law or document to which the Distributor is a
party or by which it is bound;

7.1.3

That the Supplier has not been wound-up, or no resolution (whether

voluntary or involuntary) has been passed or is pending to be passed for
the winding-up of the Supplier, or that there are presently no winding-up
proceedings or order filed or entered against the Supplier which are
subsisting and un-discharged prior to the signing of this Agreement and
during the subsistence of this Agreement; and

7.2

The representations and warranties set out in the clause 7.1 above are made on
the date of this Agreement and shall be deemed to be repeated on each order for
the Products made by the Supplier.

8.

NOTICES AND SERVICE

8.1

Any notice or other information required or authorised by this Agreement to be

given by either party to the other may be given by hand or sent (by first class
pre-paid post, facsimile transmission, e-mail or comparable means of
communication) to the other party at the address referred to in clause 8.4.

8.2

Any notice or other information given by post pursuant to clause 8.1 which is
not returned to the sender as undelivered shall be deemed to have been given on
the third (3rd) day after the envelope containing the same was so posted; and
proof that the envelope containing any such notice or information was properly
addressed, pre-paid, registered and posted, and that it has not been so returned to
the sender, shall be sufficient evidence that such notice or information has been
duly given.

8.3

Any notice or other information sent by facsimile transmission, e-mail or

comparable means of communication shall be deemed to have been duly sent on
the date of transmission, provided that a confirming copy thereof is sent by first
class pre-paid post to the other party at the address referred to in clause 8.4
within 24 hours after transmission.

8.4

Service of any legal proceedings concerning or arising out of this Agreement

shall be effected by causing the same to be delivered to the registered address of
that party or to such other address as may from time to time be notified in
writing by the party concerned.

9.

FORCE MAJEURE

9.1

If either party is affected by Force Majeure it shall forthwith notify the other
party of the nature and extent thereof.

9.2

Neither party shall be deemed to be in breach of this Agreement, or otherwise be

liable to the other, by reason of any delay in performance, or non-performance,
of any of its obligations hereunder to extent that such delay or non-performance
is due to any Force Majeure of which it has notified the other party; and the time
for the performance of that obligation shall be extended accordingly.

9.3

If the Force Majeure in question prevails for a continuous periods in excess of

six (6) months, the parties shall enter into bona fide discussions with a view to
alleviating its effects, or to agreeing upon such alternative arrangements as may
be fair and reasonable.

10.

DURATION AND TERMINATON

10.1

10.2

10.3

This Agreement shall come into force on the date of this Agreement and shall
continue in force for a period of two years and at the expiry of this two year
period, shall be automatically renewed for another One year and thereupon, be
renewed yearly unless notice is given by either party to terminate at the expiry
of the forthcoming expiry of the ongoing term, subject at all times to Clause
10.2 below.
The Supplier shall be entitled to terminate this Agreement by giving not less
than Twelve (12) months written notice to the Distributor if the Distributor has
failed to perform as required.
Either party shall be entitled forthwith to terminate this Agreement by written
notice to the other if:
10.3.1 that other party commits any breach of any of the provisions of this
Agreement and, in the case of a breach capable of remedy, fails to
remedy the same within .. days after receipt of a written notice
giving full particulars of the breach and requiring it to be remedied;
10.3.2 an encumbrancer takes possession or a receiver is appointed over any of
the property or assets of that other party;
10.3.3 that other party makes any voluntary arrangement with its creditor or
becomes subject to an administrative order;
10.3.4 that other party goes into liquidation (except for the purposes of
amalgamation or reconstruction and in such manner that the company
resulting therefrom effectively agrees to be bound by or assume the
obligation imposed on that other party under this Agreement);
10.3.5 that other party ceases, or threatened to cease, to carry on business.

10.4

For the purpose of clause 10.3.1, a breach shall be considered capable of remedy
if the party in breach can comply with the provision in question in all respects.

10.5

Any waiver by either party of a breach of any provision of this Agreement shall
not be considered as a waiver of any subsequent breach of the same or any other
provision thereof.

10.6

The rights to terminate this Agreement given by this clause shall be without
prejudice to any other right or remedy of either party in respect of the breach
concerned (if any) or any other breach.

10.7

Upon termination of this Agreement by either party, the Supplier shall

repurchase or cause its successor representative to purchase as of the said
termination date, the Distributors existing inventory of the Suppliers Products
as the Distributors laid in cost, provided the Distributor has properly stored and
maintained the inventory of the Products in a saleable condition.

10.8

Any waiver by either party of a breach of any provision of this Agreement shall
not be considered as a waiver of any subsequent breach of the same or any other
provision thereof.

10.9

The rights to terminate this Agreement given by this clause shall be without
prejudice to any other right or remedy of either party in respect of the breach
concerned (if any) or any other breach.

11.

CONSEQUENCES OF TERMINATION

11.1

Upon termination of this Agreement for any reason:

11.1.1 the Distributor shall cease to promote, market or advertise the Products
other than for the purpose of selling stock in respect of which the
Supplier does not exercise its right of repurchase;
11.1.2 the provisions of clauses 6 and 7 shall continue in force in accordance
with their respective terms;
11.1.3 the Supplier shall have no claim against the Distributor for compensation
for loss of distribution rights, loss of goodwill or any similar loss; and
11.1.4 subject as otherwise provided herein and to any rights or obligations
which have accrued prior to termination, neither party shall have any
further obligation to the other under the Agreement.

12.

NATURE OF THE AGREEMENT

12.1

The Distributor shall be entitled to perform any of the obligations undertaken by

it and to exercise any of the rights granted to it under this Agreement through
any other company which at the relevant time is its holding company or
subsidiary (as defined by section 5 of the Companies Act 1965) or the subsidiary
of any such holding company.

12.2

Neither parties may assign this Agreement and the rights and obligations
thereunder without the prior written consent of the other, which consent shall
not be unreasonably withheld.

12.3

Nothing in this Agreement shall create, or be deemed to create, a partnership or

the relationship of principal and agent or employer and employee between the
parties.

12.4

This Agreement contains the entire agreement between the parties with respect
to the subject matter hereof, supersedes all previous agreements and
understandings between the parties with respect thereto, and may not be
modified except by an instrument in writing signed by the duly authorised
representatives of the parties.

12.5

Each party acknowledges that, in entering into this Agreement, it does not do so
on the basis of, and does not rely on, any representation, warranty or other
provision except as expressly provided herein, and all conditions, warranties or
other terms implied by statute or common law are hereby excluded to the fullest
extent permitted by law.

12.6

If any provision of this Agreement is held by any court or other competent

authority to be void or unenforceable in whole or part, this Agreement shall
continue to be valid as to the other provisions thereof and the remainder of the
affected provision.

13.

GOVERNING LAW

13.1

The validity, construction and performance of this Agreement shall be governed

and interpreted in accordance with the laws of Malaysia.

13.2

All dispute between the parties hereto in connection with or arising out of the
Agreement shall be referred to the exclusive jurisdiction of the Courts of
Malaysia.

AS WITNESS the hands of the parties hereto or their duly authorized agents the day,
month, year and place hereinabove mentioned.

Signed by

XXXXXXXXXXXX

)
)
)

for and on behalf of

PT __________
As XXXXXXXXXXX
in the presence of:

Signed by

)
)

XXXXXXXX

for and on behalf of

__________ SDN BHD
As XXXXXXXXX
in the presence of:

)
)
)
)
)
)

10