example of supply agreement (DISTRIBUTOR AGREEMENT)

First Party : Thalmayr H. GmbH. whose registered address is Hangstraße 10, A-5102
Anthering, Austria (The Manufacturer).
Second Party : LLC «Store Protection Systems» Russia, Ekaterinburg, Metallurgov st., 2
(The Distributor)

1. This Agreement forms the basis of a ‘memorandum of understanding’ between

the two parties and confirms the trading terms for a mutual cooperation by
which the Distributor will sell the Manufacturers products.
2. The Distributor has a recognized market and existing customers where
opportunities exist for new, upgrade, and conversion projects utilising The
Manufacturers product defined as T-matic®. The Manufacturer agrees to give
sole and exclusive supply to The Distributor for the T-matic® ARP3000 product
within Russia. In return The Distributor agrees to target the sale of The
Manufacturers product for these applications. The exclusivity of supply will not
apply to any quotations / offers made by The Manufacturer to any other clients
within the territory prior to the date of this agreement.
3. The Distributor will be free to utilise the names T-matic® and Thalmayr relative
to promotional activities for products produced by The Manufacturer. the
Distributor will not be authorised to make any legal or contractual agreements
under the name of the Manufacturer without prior agreement.
4. The Distributor will be free to act as an independent merchant and to set prices
and trading terms with its customers.
5. The Distributor accepts all responsibilities associated to the implementation of
safe working practices and compliance to local directives associated to these
activities and will indemnify The Manufacturer accordingly.
6. The Manufacturer will provide to The Distributor with sales literature,
photographs, promotional material and any technical information for the T-
matic® product including (but not limited to) manuals, wiring diagrams etc
promptly on request and free of charge. The Distributor is allowed to use this
material while the agreement is in force and will cease use if the agreement is
terminated.
7. If training is required at The Manufacturers premises this will be provided free
of charge by The Manufacturer and The Distributor will pay his own costs.
8. The Manufacturer will keep The Distributor fully informed on future product
developments.

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Definitions:

Product – T-matic® ARP3000 including all associated components, spares and

controls.

Territory – Russia

Payments – in advance

Warranty – 12 months from the date of despatch from The Manufacturer.

This agreement is enforced by the signatures of Directors representing the two parties.
Any dispute that cannot be reasonably settled by the signatories will be the subject of
arbitration via The International Chamber of Commerce.

Hermann Thalmayr
Thalmayr H. GmbH.

Thalmayr H. GmbH – Hangstrasse 10 – A-5102 Anthering

Phone: 0043 6223 2432 Fax: 0043 6223 2410
Email: office@thalmayr.com web: www.thalmayr.com

Date 29.05.2012

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