Default Distributor Agreement

The distributor cannot sell/compete with the supplier`s products through third parties (. For example, initial equipment manufacturers, distributors, resellers or other distributors or representatives) without the supplier`s prior written consent on the proposed relationship (including the specific terms of that relationship). In the event of termination of this agreement for any reason, the following provisions apply: (a) the supplier has the right to immediately appoint another distributor to serve existing customers and to continue sales efforts in the territory; (b) the supplier may continue to fulfill the distributor`s orders that were accepted by the supplier prior to the termination of this contract pursuant to the terms of this agreement; (c) all balances owed by the distributor to the supplier are due immediately and must be paid to the supplier; (d) Both parties refrain at any time from any conduct that is inconsistent with the nature of their business relationship or that could cause confusion; (e) all rights granted to the distributor under this contract are extinguished and, if necessary, reset to the supplier; and (f) the supplier, at its sole discretion, is permitted, but is under no obligation (unless otherwise required) to review and repurchase all or all of the supplier`s products (including demonstration products and parts for the service of the supplier`s products), which are then in possession or ordered, in part (i) of the original price paid by the distributor for these supplier products, or (ii) at the distributor`s current price and under (i) or (i) less. The supplier has the right to transfer such a buyback option to any other person it can name. The distributor must not be paid to the distributor for loss of earnings, value or good re-account, customers or similar or other similar or non-similar goods, advertising costs, drawing or delivery fees, employee termination fees, employee salaries and similar or other similar or other similar goods. Under no circumstances can the distributor present itself as a distributor or representative, even after the termination of this agreement. The supplier is not liable to the distributor due to a supplier termination. The distributor frees and releases the supplier from any liability, loss, damage and cost (including reasonable legal fees) and the unscathed resulting from a claim by the distributor or a third party that is within the distributor`s right to enjoy a right of law contrary to the express conditions of this section.