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DEALERSHIP CONTRACT

TERMS AND CONDITIONS

1. Territory and Products

1.1 SUEX Srl - VAT n. 03756210260  Email :  Suex@Legalmail.it  - with registered office at Via Roma 261/35 - 31030 Villorba (TV) – Italy - appoints the Dealer, who accepts, to promote without exclusive the sale of the products sold in the civilian market under the trademark "Suex" in the own Home Country (thereinafter called "the Territory").

1. 2 It's not granted to promote the sale of the Military and Rescue lines products as well as civilian product to Military and Governmental organizations, without an express consent of Suex.

1. 3 It is understood that the range of the Products as well as their qualities, prices etc., can be changed at any time by SUEX at his own discretion. SUEX shall promptly inform the Dealer of such changes.

2. Dealer's functions

2.1 The Dealer sells in his own name and for his own account, in the Territory, the Products supplied to him by SUEX. He has no authority to make contracts on behalf of Suex, or in any way to bind SUEX towards third parties.

2.2 The Dealer agrees to promote in the most effective way, and in accordance to the general directions given by SUEX, the sale of the Products within the whole Territory and to protect SUEX's interests with the diligence of a responsible business man. He shall especially set up and maintain an adequate organization for sales (and, where appropriate, aftersales service) with all means and personnel as are reasonably necessary in order to ensure the fulfilment of his obligations under this contract for all Products and throughout the Territory.

2.3 The Dealer shall not appoint sub dealers or agents for the sale of the Products without the previous written authorization of SUEX.

2.4 The Dealer may, in case he does not want to act as buyer-reseller, propose such business to SUEX for the direct sale to the customer. For such activity as intermediary the Dealer will receive a remuneration to be agreed upon case by case. It is expressly agreed that such activity as intermediary does in no way modify the legal status of the Dealer as an independent trader acting in his own name and for his own account.

2.5 The Dealer shall be responsible for all advertising necessary to promote the Products within the Territory. Such advertising must be in accordance with the indications given by SUEX and must be approved by SUEX, in order to warrant that it conforms to SUEX's image and marketing policies. Unless otherwise agreed, the costs of advertising are to be covered by the Dealer.

2.6 The Dealer shall with due diligence keep SUEX informed about the developments of his activity, the market conditions and the state of competition (qualities and prices of competing products, marketing activities carried out by competitors, etc.) within the Territory, and about the laws and regulations in force in the Territory to which the Products must conform (e.g. import regulations, labelling, technical specifications, safety requirements, etc.).

3. Sales targets - Minimum turnover

3.1 The parties will agree within the end of each year upon the sales targets for the following year. They undertake to do their reasonable efforts to reach such targets.

3.2 Furthermore, the Dealer undertakes to purchase, during each year, Products amounting to at least the minimum yearly turnover as indicated in the pricelist published online on the reserved Partner Area of of the www.Suex.it website and therefore assumed as accepted.

The parties agree that any modification of the above conditions will be published online on the reserved Partner Area of the www.Suex.it website and therefore assumed as accepted.

3.3 If the Dealer fails to attain within the end of any year the minimum purchase in force for such year, SUEX shall be entitled, by notice given in writing by means of communication ensuring evidence and date of receipt (e.g. electronic mail), at his choice to terminate this Agreement.

4. Undertaking not to compete

4.1 The Partner Dealer shall not distribute, manufacture or represent any products which are in competition with the Products, for the entire term of this contract. In particular he shall not engage, within the Territory or elsewhere, directly or indirectly, acting as Distributor, commission merchant, reseller, distributor, or in any other way, for the benefit of third parties who manufacture or market products which are in competition with the Products.

4.2 The Dealer is free to distribute, manufacture or to represent non competitive products (as long as such activity is not carried out for the benefit of competing producers) provided that the Dealer informs SUEX in writing in advance (stating in detail the types and characteristics of such products).

5. Conditions of supply - Prices

5.1 SUEX shall accept to supply all Products ordered, subject to their availability, and provided payment of the Products is adequately warranted.  All sales of the Products to the Dealer will be sales without transport.
The parties agree that any modification of the pricelist will be published online on the reserved Partner Area of of the www.Suex.it website and therefore assumed as accepted.

5.2 The prices payable by the Dealer shall be those set forth in SUEX's price-lists as in force at the time the order is received by SUEX with the discount indicated if completed. Such prices are subject to change at any time.

5.3 Payment will be made, unless otherwise agreed are made available in advance.

5.4 The Dealer agrees to comply, with the utmost care, with the terms of payment agreed upon between the parties.

5.5 It is agreed that, the Products delivered remain SUEX's property until complete payment is received by SUEX.

5.6 The Dealer shall comply with the following criteria:

- The Dealer must have a website.

- Link to www.suex.it must be located on the Dealer’s website.

- “Suex” logo and trademark with correct proportion and color must be located on the Dealer’s web site.

- The Dealer’s web site should be up to date with the images of current Suex products.

- The Dealer undertakes to attend the program training online classes available on his Partner Area. In particular the Dealer must attend any new online class and be up to date with any product information as well with any communication published  by Suex in the Partner Area.

- If the Dealer is also an Authorized  Suex Service Center he shall  comply with the instructions given with the online training and shall use the proper tools provided with the tools package that needs to be purchased by the Dealer.
The Dealer should take the entire class and final test every 12months.

- The Dealer agrees to share on his Social network and/or his web site the contents that from time to time not more then twelve publications for year, Suex will provide him, the contents will be in  form of pictures, videos, text containing Suex images and promotion.

6. Warranty for defects of the Products

6.1 SUEX undertakes to remedy any non conformity (defect) of the Products for which he is liable, occurring within twenty-four months from delivery of the Products to the Dealer, provided he has been notified timely about such defect according to Article 6.2. In such case SUEX will, at his choice, either replace or repair the Products (or parts of the Products) which result to be defective.

6.2 Any complaints concerning the conditions of packing, quantity or outward features of the Products (apparent defects) must be notified to SUEX in writing at the time of delivery of the Products to the carrier. Any complaints relating to defects which cannot be discovered on the basis of a careful inspection upon receipt (hidden defects) must be notified to SUEX in writing within 7 days from discovery of the defect; failing such notification the Purchaser's right to claim the above defects will be forfeited. The notice must indicate precisely the defect and the Products to which it refers.

6.3 The obligations undertaken by SUEX under Articles 6.1 and 6.2 (i.e. to replace or repair the Products in the cases and under the conditions stated therein) are in lieu of any other legal guarantee or liability provided by law. It is consequently agreed that, except in case of fraud or gross negligence of SUEX, any other SUEX's liability (both contractual or extra-contractual) which may arise from the Products supplied and/or their resale (e.g. compensation of damages, loss of profit, etc.) is expressly excluded.

7. Active sales outside the Territory

The Dealer agrees not to actively promote sales (e.g. through advertising, establishing branches or distribution depots) into the territories reserved by SUEX exclusively for himself or allocated by SUEX to other distributors or buyers, without the express consent of Suex.

8.  SUEX's trademarks and patents  – Unfair Competition - Secrecy

8.1 The Dealer shall make use of SUEX's trademarks, trade names or any other symbols, but for the only purpose of identifying and advertising the Products, within the scope of his activity as Dealer of SUEX and in SUEX's sole interest.

8.2 The Dealer hereby agrees neither to register nor to register through third parties, any trademarks, patents, trade names or symbols of SUEX (nor any trademarks, trade names or symbols of SUEX that may be confused with SUEX's ones), in the Territory or elsewhere. He furthermore agrees not to include the above trademarks, trade names or symbols of SUEX in his own trade or company name.

8.3 Any and all information disclosed by Suex under this Contract and relating to Products (including any document published by Suex in the Partner Area) and any document or other material marked “confidential” shall be treated by the Dealer as confidential information and the Dealer shall take also reasonable precautions to ensure that it is treated as such by the receiving own personnel. All such confidential information shall be used by the Dealer and its personnel only as shall be strictly necessary for the performance of this Contract and all documents and other materials containing confidential information shall be promptly returned to the disclosing. Party or destroyed, and the option of this latter, upon written request and, in any event, upon the termination of this Contract.

8.4 The Dealers hall inform SUEX as soon as he gets notice of it, about any acts of unfair competition or infringement of SUEX’s industrial property rights (i.e. patents, trademarks, trade names, registered designs) by third parties and concerning the Products. He shall also assist SUEX in defense of his rights in the Territory.

8.5 The Dealer shall not reveal either during the currency of the contract or after its termination SUEX's trade or commercial secrets or other confidential information that has come to his knowledge through his activities as Dealer for SUEX, and agrees not to use such secrets or confidential information for purposes other than those of the present contract.

9. Term and termination of the contract

9.1 This contract enters into force on the day of its acceptance on line when dealer points and clicks this dealership agreement and it shall remain in force until terminated according to Articles 10 or 11.

9.2 Either party may terminate this contract by a written notice of three months within the entire duration of this contract. The termination notice shall be notified to the other party in writing by means of communication ensuring evidence and date of receipt (e.g. electronic mail)

10. Earlier contract termination

10.1 Each party may terminate this contract with immediate effect, without respecting a period of notice, by notice given in writing by means of communication ensuring evidence and date of receipt (e.g. electronic mail), in case of a breach of its contractual obligations by the other party, which can be considered a justifiable reason for immediate contract termination (according to Article 10.2) or in case of occurrence of exceptional circumstances which justify the earlier termination (as set out in Articles 10.3 and 10.4)

10.2 Any failure by a party to carry out his contractual obligations which is of such importance as to prevent the contractual relationship to continue, even temporarily, on a reciprocal confidence basis, shall be considered as a justifiable reason for the immediate contract termination for the purpose of Article 10.1 The parties further more jointly agree that the breach of the provisions under Articles 1, 2, 3, 4, 5, 7, 8 and 9.1 of this contract is to be considered in any case, whatever the importance of the violation, as a justifiable reason for immediate contract termination. Also the breach of any other contractual obligation which is not remedied by the breaching party within a reasonable term after having been invited in writing to do so by the other party, shall be considered as a justifiable reason for the immediate contract termination.

10.3 Exceptional circumstances justifying the immediate contract termination shall be: bankruptcy, any kind of composition between the bankrupt and the creditors, death or incapacity of the Distributor, civil or criminal sentences as well as any circumstances which may affect his reputation or hamper the punctual carrying out of his activities.

10.4 If the Dealer is a company, shall also be considered as an exceptional circumstance justifying the immediate contract termination the occurrence of any important change in the legal structure or in the management of the Dealer company, carried out without the prior consent of SUEX,

10.5 Should the reason given by a party in order to justify the earlier contract termination according to this Article appear to be inexistent or should it not be a valid reason for earlier termination, then the termination notice shall nevertheless take immediate effect, but the terminated party will be entitled to recover damages arising out of the unjustified earlier termination.

11. Consequences of the contract termination

11.1 Upon expiry of this contract the Dealer shall return to SUEX all explanatory and advertising material and other documents which have been supplied to him and are in the Distributor's possession; the Dealer shall also cooperate with SUEX in informing third parties about the expiry of the distribution contract. The Dealer in particular agrees to avoid, in his contacts with third parties, to make any reference to the previous relationship with SUEX, in order to avoid any risk of confusion on the side of the customers.

11.2 The right of the Dealer to use SUEX's trademarks, trade names or symbols, as provided for under Article 8.1, shall cease immediately upon expiration or termination, for any reason, of the present contract.

11.3 At the Distributor's option, the Supplier may buy from the Dealer the Products the latter has in stock, provided they are still currently sold by SUEX and are in new condition and in original packaging, at the price originally paid by the Distributor.

11.4 The Dealer shall not be entitled to an indemnity for goodwill or similar compensation in case of termination of this contract.

12. Applicable law

This contract is governed by the laws of Italy.

13. Dispute resolution

For any dispute arising out of or in connection with this contract shall be finally settled by the Court of Treviso (Italy).

14. Final clauses

14.1 This Contract supersedes and replaces any other preceding agreement, written or verbal, that might have taken place between the two parties on the subject.

14.2 No addition or modification to this contract shall be valid unless made in writing.

14.3 The present contract cannot be assigned without prior agreement between the two parties.

14.4 The Annexes form an integral part of this contract.

14.5 The Italian text of the present contract shall be the only authentic text.

The Dealer declares that he approves specifically, with reference to article 1341 of the civil code, the following clauses of this contract:

Art. 3 Minimum turnover

Art. 4 Undertaking not to compete

Art. 5 Conditions of supply-prices

Art 6 Warranty for defects of the Products

Art. 7 Active sales outside the Territory
 


Art. 8 SUEX’s trademarks and patents – Unfair Competition – Secrecy

Art. 9 Term and termination of the contract

Art. 10 Earlier contract termination

Art. 11 Consequences of the contract termination

Art. 12 Applicable law

Art. 13 Dispute resolution