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APPLICATOR AGREEMENT

THIS APPLICATOR AGREEMENT is made the on __________________ (DD/MM/YY)


between (Company name)_____________________________________ whose registered
office is at ________________________________________ (theCompany) and (Applicators
name) _____________________________________________________ whose registered
office is at _____________________________________________________________(the
Applicator)!

WHEREAS IT IS AGREED as follows"
1. Appointment
(a) #$b%ect to the terms of this Agreement& the Company hereby appoints Applicator as
an Applicator ' Manual Hand Trowel Application of the prod$cts set o$t in
#ched$le A (the Pro!"ct#$%.
(b) (pon completion of one application of the )rod$cts to the satisfaction of the
Company and the Applicators c$stomer& the Applicator shall be designated a
*$alified Applicator for manual hand trowel application of the )rod$cts! +he
Applicator is re,$ired to confirm to the Company on an ann$al basis and at any
other time at the Companys re,$est that it remains in compliance with the
re,$irements of Cla$se - in order to remain a *$alified Applicator! .otwithstanding&
the abo/e& the Applicators designation as *$alified Applicator may be terminated by
the Company at any time and shall a$tomatically terminate $pon termination or
e0piry of this Agreement!
&. P"rc'a#e o( Pro!"ct# )y Applicator
(a) +he Applicator shall p$rchase )rod$cts from the Company& s$b%ect to acceptance of
orders by the Company and the terms of this Agreement& at the prices established
by the Company that are in effect on the date of shipment or as pre/io$sly ,$oted in
a written ,$otation from the Company! +he Companys Conditions of #ale in force
from time to time will apply to this Agreement and to all sales made to the Applicator
p$rs$ant to it e0cept where inconsistent with the terms of this Agreement& in which
case the latter will pre/ail!
(b) .otwithstanding Cla$se 1(a)& the Company& in its sole discretion and witho$t any
liability to the Applicator or to any other party& may ref$se to f$lfill any order accepted
for one or more of the following reasons"
(i) the Applicator has failed to pay any in/oice in accordance with the terms of this
Agreement2
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(ii) he Company has reason to belie/e the )rod$cts will be $sed in an application
for which the Company belie/es they are $ns$itable or will be applied in a
manner which is contrary to the Companys re,$irements2

(iii) the Applicator has failed to remain in compliance with the re,$irements of
Cla$se -2 or

(i/) legal restrictions pre/ent the Company from f$lfilling an order!
(c) +he Company may elect to discontin$e )rod$cts or to ma5e changes to )rod$cts
witho$t inc$rring any liability to the Applicator! +he Company will endea/o$r to
ad/ise the Applicator with as m$ch notice as possible of s$ch discontin$ation or
changes!
(d) 6or the a/oidance of do$bt& the Applicator is appointed on a non3e0cl$si/e basis and
the Company may appoint other applicators and may sell )rod$cts to them or any
other party!
*. D"tie# o( t'e Applicator
(a) +he Applicator shall at all times d$ring this Agreement comply with all of the
Companys re,$irements of *$alified Applicators& which may be re/ised from time to
time by the Company and which c$rrently incl$de& b$t are not limited to& the
following"
(i) all applications of )rod$cts m$st be carried o$t in accordance with the then
c$rrent edition of the Companys prod$ct application g$ide as s$pplied from
time to time by the Company or other proced$res appro/ed in writing by the
Company2
(ii) all applications of )rod$cts m$st be performed or directly s$per/ised by
properly ,$alified employees of the Applicator who ha/e attended a
7nternational Coatings 8td applicator training school (+raining #chool)2

(iii) the Applicator m$st $se application e,$ipment appro/ed by the Company2

(i/) the Applicator shall comply with all applicable laws& reg$lations and safety
re,$irements2 and
(/) the Applicator shall maintain and adhere to the proced$res of a ,$ality control
man$al consistent with the Companys re,$irements for the application of the
)rod$cts! +he Applicator shall also maintain a ,$ality ass$rance man$al and
shall adhere to the policies and proced$res therein!
9eca$se it is recognised that certain mar5ets and/or clients ha/e special
,$ality ass$rance re,$irements the Company& at its sole discretion& may
re,$ire that the Applicators ,$ality control man$als and practices be in
conformance with an appropriate 7nternational #tandards :rganisation (7#:)
standard or an e,$i/alent national standard!
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(b) +he Applicator recognises that the proper application of )rod$cts is essential to their
effecti/eness and safety and& to help ens$re s$ch proper application& agrees to not
sell )rod$cts to third parties witho$t the written appro/al from the Company $nless
the Applicator reasonably belie/es that s$ch )rod$cts will be applied only by the
Applicator or another applicator appointed by the Company as a *$alified Applicator
of )rod$cts!
(c) +he Applicator shall allow the Companys field ser/ice representati/es to inspect any
application %ob being performed by the Applicator and shall $se its best endea/o$rs
to enable s$ch field ser/ice representati/es to gain access to the premises of the
Applicators c$stomers to perform s$ch inspections! +he Company shall ha/e no
liability for any ad/ice or assistance gi/en or omitted to be gi/en by its field ser/ice
representati/es in the co$rse of any s$ch inspection!
+. Warranty
+he Company warrants (the ;arranty) that $pon deli/ery )rod$cts are sold with good
title& are made with so$nd materials and wor5manship& comply with Companys then
c$rrent p$blished prod$ct data sheets and shall comply with any specification s$pplied by
the Company!
,. Limitation o( Lia)ility
<!4 +he Company shall not be liable $nder Cla$se = $nless the Applicator satisfies the
Company that it strictly complied with any instr$ctions of the Company relating to the
)rod$cts!
<!1 +he Applicator shall e0amine the )rod$cts as soon as reasonably practicable after
deli/ery! +he Applicator shall then immediately notify the Company of any incomplete or
failed deli/ery& loss or damage d$ring carriage& shortage of weight or ,$antity or if the
)rod$cts fail to comply with the ;arranty and shall& in the case of damaged )rod$cts& be
entitled to notify the Company that it re%ects all or any part of the )rod$cts in that deli/ery!
(nless the Applicator so notifies the #eller within -> days after the date when the
Applicator became or o$ght reasonably to ha/e become aware of any of the abo/e& the
Applicator shall be treated as ha/ing wai/ed all claims connected with the matter which
sho$ld ha/e been notified! ;here notification is so made no action whatsoe/er may be
bro$ght against the Company in connection with the )rod$cts $nless proceedings are
iss$ed against the Company within two years after the Applicator became or o$ght to
ha/e become aware of the circ$mstances gi/ing rise thereto!

<!- )ro/ided notification is made within the abo/e -> days period& if it is shown to the
Companys reasonable satisfaction that )rod$cts fail materially to comply with the
;arranty& the Company shall be gi/en a reasonable opport$nity to correct s$ch fail$re! 7f
the fail$re is not corrected& the Company will& at the Applicators option& either ref$nd the
p$rchase price (or& if the )rod$cts ha/e depreciated for reasons other than the
Companys defa$lt or been $sed or p$t in process& a reasonable part of the p$rchase
price) or replace part or the whole of the )rod$cts (if reasonably practicable) within a
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reasonable time& free of charge! #$ch correction& ref$nd or replacement shall& s$b%ect to
Cla$se <!?& be the Companys sole liability in relation to any s$ch fail$re!
<!= )rod$cts which are alleged not to comply with the ;arranty shall& as far as possible& be
preser/ed for the Companys inspection and shall be ret$rned to the Company (at the
Companys cost) if the Company reasonably so re,$ests! +he Applicator shall be deemed
to ha/e wai/ed its rights in respect thereof $nless& where/er possible& it has gi/en the
Company reasonable opport$nity to inspect s$ch )rod$cts!
<!< +he Company shall not be liable in any way whatsoe/er for"
(a) the incompatibility of any )rod$cts s$pplied by the Company with the prod$cts of
other man$fact$rers or s$ppliers2
(b) inade,$ate or incorrect s$rface preparation or coating application wor5 carried o$t
by& or the fa$lty e,$ipment or prod$ct of& the Applicator or any third party2
(c) any representations& ad/ice or assistance gi/en or omitted to be gi/en in connection
with )rod$cts2 or
(d) the s$per/ision or ,$ality control (or lac5 thereof) by or on behalf of any third party!
<!? (a) +he Company does not e0cl$de or restrict any liability which cannot be e0cl$ded or
restricted as between the Company and the Applicator& incl$ding in respect of the
Applicator who deals as a cons$mer& as a matter of law $nder any (nited @ingdom
legislation!
(b) +he Applicator shall promptly notify the Company of any claim against the Applicator
$nder any legislation deri/ing from the A$ropean Comm$nity Directi/e on 8iability
for Defecti/e )rod$cts 4BC<! +he Company then shall only be liable to the Applicator
in the e/ent )rod$cts were defecti/e (within the meaning of any s$ch rele/ant
legislation) at the time of deli/ery by the Company and shall not be liable to the
e0tent that any liability arises from any act or omission of the Applicator!
<!D ;itho$t pre%$dice to any other limitation of the Companys liability (whether effecti/e or not)"
(a) in no circ$mstances whatsoe/er (incl$ding any fa$lt or defa$lt of the Company) shall
the Company be liable for any indirect or conse,$ential losses (incl$ding loss of
goodwill& b$siness or anticipated sa/ings)& loss of profits or $se& any rectification
costs or& (s$b%ect to Cla$se 5.6 or as pro/ided in the Companys Conditions of #ale)&
any third party claims& in connection with )rod$cts or this Agreement2 and

(b) e0cept as pro/ided $nder Cla$ses <!- and 5.6 or in the Companys Conditions of
#ale in force from time to time& the Companys total aggregate liability $nder any
proceedings or law in connection with )rod$cts& any specification or this Agreement
is limited to the cost of )rod$cts sold& pro/ided howe/er that this Cla$se shall not
affect any written performance g$arantee gi/en to the Applicator!
<!C +he ;arranty and the Applicators remedies $nder Cla$se 5 are in s$bstit$tion for any
other warranties& obligations& representations& liabilities& terms or conditions (whether they
are e0press or implied or arise in contract& tort& or otherwise) in connection with )rod$cts
(incl$ding& witho$t limitation& any relating to satisfactory ,$ality& fitness for p$rpose&
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conformity with description or sample& care and s5ill or compliance with representations)
which are hereby e0pressly e0cl$ded!
<!B (nless specifically stated otherwise in this Agreement& the Applicators sole remedy shall
be in damages! +his Cla$se < applies notwithstanding any f$ndamental breach or breach
of a f$ndamental term of the contract by the Company!
<!4> +he Applicator shall indemnify the Company against any claims or proceedings made by
any third party and all losses& damages& liabilities& costs and e0penses which may be
s$ffered or inc$rred by the Company arising from any act or omission of the Applicator!
-. Tra!e Mar.# an! Tra!e Name#
(a) #$b%ect to the Applicator being designated *$alified Applicator p$rs$ant to Cla$se
4(b) the Company a$thorises the Applicator to identify itself as a *$alified Applicator
and to $se the mar5s listed in #ched$le 9 (the +rade Mar5s) in connection with&
and only in connection with& the promotion& ad/ertising& merchandising and selling of
)rod$cts p$rs$ant to this Agreement! +he Applicator shall not $se the +rade Mar5s
or the names 7nternational Coatings 8td or Charte5 in its corporate or b$siness
name! (se by the Applicator of the +rade Mar5s shall at all times be s$b%ect to the
Companys appro/al!
(b) (pon termination or e0piry of this Agreement the a$thorisation granted to the
Applicator p$rs$ant to Cla$se ?(a) shall a$tomatically terminate and Applicator shall
discontin$e immediately any and all $se of the +rade Mar5s and shall immediately
cease referring to itself as Ean ApplicatorF or *$alified Applicator of )rod$cts!
/. Report# an! Notice#
(a) +he Applicator shall promptly pro/ide the Company with s$ch reasonable financial
and other information regarding the Applicator as the Company may re,$est to
enable it to determine the Applicators creditworthiness& ma%or shareholders and
directors!
(b) +he Applicator shall promptly notify the Company of any changes in its personnel
associated with the management of contracts for the application of the )rod$cts& of
the 8ea/ing of any personnel from the employ of the Applicator who ha/e attended a
+raining #chool and/or of any changes in ownership of the Applicator!
0. In!epen!ent Contractor
+he Applicator is an independent contractor and shall not be deemed to be an agent&
employee& partner& %oint /ent$rer or franchisee of the Company!
1. Term an! Termination
(a) +his Agreement shall come into effect on Ein#ert commencement !ate2 and3
s$b%ect to Cla$se B (b)& shall remain in f$ll force and effect $ntil terminated by either
party gi/ing to the other not less than -> days written notice!
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(b) 7f any of the following e/ents occ$r the Company may& at its option& terminate this
Agreement immediately $pon deli/ery of written notice of s$ch termination to the
Applicator"
(i) if the Applicator shall breach or be in defa$lt $nder any pro/ision of this
Agreement incl$ding& witho$t limitation& any pro/ision of Cla$se -2
(ii) if Applicator fails to s$pply any confirmation re,$ested by the Company
p$rs$ant to Cla$se 4(b)2
(iii) if Applicator fails to pay when d$e any amo$nts owed by Applicator to the
Company2
(i/) if the Applicator has a petition presented& an order made or a resol$tion passed
for its winding $p or otherwise enters into li,$idation or ban5r$ptcy or has a
recei/er or administrator appointed o/er any part of its assets or ma5es any
composition or arrangement with creditors or s$ffers any analogo$s act or
proceedings $nder foreign law2
(/) if there are any material changes in ownership of the Applicator2 or
(/i) if there shall be any material ad/erse change in the financial position of
Applicator which the Company belie/es& in its reasonable opinion& will impair
recei/ing timely and f$ll payment from the Applicator!
(c) +ermination or e0piry of this Agreement shall not relie/e the Applicator of liability
for the payment of the p$rchase price of )rod$cts ordered by the Applicator prior
to s$ch termination or e0piry or of any other liability or obligation of Applicator
arising $nder this Agreement!
(d) +he Company shall not by reason of the termination or e0piry of this Agreement be
liable to Applicator for any compensation for loss of profits or goodwill!

14. Mi#cellaneo"#
(a) +he Applicator shall not assign& s$b3contract& transfer or hold on tr$st for any third
party all or any part of its rights or obligations $nder this Agreement witho$t the
prior written consent of the Company!
(b) +his Agreement and any doc$ment referred to in it contains the entire agreement
in connection with the appointment of the Applicator and the sale of the )rod$cts
and may only be modified or s$pplemented by separate written agreement
between the Company and the Applicator! All other terms and conditions& e0press
or implied& present or historic& are e0cl$ded& sa/e in the case of fra$d! (nless
e0pressly and specifically agreed in writing to the contrary& the Company will only
contract with the Applicator on the terms set o$t in this Agreement and will not
accept any s$bse,$ent terms of the Applicator!
(c) +his Agreement shall be go/erned by and constr$ed in accordance with the laws
of Angland! +he Applicator agrees& for the Companys e0cl$si/e benefit& that the
Anglish Co$rts shall ha/e sole %$risdiction to hear all claims or proceedings
connected with this Agreement! +he Company may ne/ertheless bring claims in
any other Co$rt of competent %$risdiction!
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7. ;7+.A## ;GAHA:6& the Company and Applicator ha/e ca$sed this Agreement d$ly
e0ec$ted as of the day and year first abo/e written!
#igned #igned
9y" __________________________ 9y" __________________________
6or and on behalf of the Company 6or and on behalf of the Applicator
)rint .ame" ______________________ )rint .ame" ______________________
+itle" +itle" ____________________________
#igned
9y" ______________________
6or and on behalf of the Company
)rint .ame" ______________________
+itle"
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SCHED5LE A
PROD5CTS
CGAH+A@I 7nt$mescent Apo0y 6ireproofing )rod$cts and #ystems
G@3 4
+M
Mesh Heinforcement material

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SCHED5LE 6
TRADE MAR7S
CGAH+A@I
G@l
+M

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