Document Sample
					                         DISTRIBUTORSHIP AGREEMENT

THIS AGREEMENT is made the
   day of July . 2008


D’ROSELLE BEAUTY SERIES., a company duly incorporated under the laws of
Malaysia and having its registered office at No: 10 & 11, Kompleks IKS, Sungai Korok,
06000 Jitra, Kedah Darul Aman, Malaysia (“Supplier”) of the one part;

2    AND

, Malaysia (“Distributor”) of the other part;


A.     The Distributor has been appointed as „Sole Distributor‟ for D’Roselle Beauty
       Series. range of products for marketing territory as stated in clause 1.1.

B.     The Distributor and the Supplier agree that the sale and purchase of the Products
       shall be in accordance with the term and condition of this Agreement.

To simplify the language of this Agreement “Supplier” means D’ROSELLE BEAUTY
SERIES., whereas “Distributor” means who is buying the distributorship owners.

1.   Interpretation

     1.1   Products in this Agreement, unless the context otherwise requires :

           „PRODUCTS‟ means such product of the kind referred to as follows:
           a) Tea Roselle
           b) Facial Soap Roselle
           c) Roselle Collogen
           d) Rosteen Tea
           e) Roselle Skin Care
                 a. Cleancer Milk
                 b. Toner
                 c. Moisturiser/day cream
                 d. Night Serum
                 e. Foundation

     1.2   „TERRITORY‟ means states of: Pantai Timur ( Kelantan,Pahang and
             Terengganu ).

     1.3   Duration OF THIS AGREEMENT‟ means the period of 60 months from
           the date of this Agreement.

2.   Appointment of Distributor]

     2.1   The Supplier hereby appoints the Distributor as its sole Distributor for the
           sale of the Products exclusively in the Territory, and the Distributor
           hereby agrees to act in that capacity, subject to the terms and conditions of
           this Agreement.

     2.2   The Supplier shall not, during the continuance of this Agreement, appoint
           any other person, firm or company as the Supplier‟s Distributor for the
           sale of the Products in the Territory.
           The distributor also can have their own sub-agents, but their own sub-
           agents must follow all condition and term in distributor agreement.

     2.4   The Distributor shall not solicit or accept any orders for the Products.
3.   The Distributors Duties

     3.1   The Distributor shall use its best endeavors to promote and market the
           Products to customers and prospective customers in the Territory and shall
           be entitled without prior reference to the Supplier to enter into contracts of
           the sale of the Products in the name of the Supplier and on behalf of the

     3.2   The Distributor shall conduct the promotion and marketing of the Products
           in the Territory with all due care and diligence and shall cultivate and
           maintain good relations with customers and potential customers in the
           Territory in accordance with sound commercial principles.

     3.3   The Distributor shall promptly refer to the Supplier all enquiries
           concerning the products from customers and prospective customers
           outside the Territory.

     3.4   The Distributor shall comply with all applicable laws and regulations
           relating to the sale of the Products in the Territory (other than those
           relating to the nature, method of manufacture, packaging or labeling of the
           Products) and shall notify the Supplier of any changes in the laws and
           regulations in the Territory.

     3.5   The Distributor shall promptly inform the Supplier of:

           3.5.1   any complaints or after –sale enquiry concerning the Products
                   which is received by the Distributor:; and

           3.5.2   Any matters likely to be relevant in relation to the Supplier, sale,
                   use or development of the Products within or outside the Territory.

     3.6   The Distributor shall not:

           3.6.1   Pledge the credit of the Supplier in any way;

           3.6.2   Made any modifications to the Products or their packaging or
                   (without prejudice to the generality of the foregoing) alter, remove
                   or tamper with trade names, trade marks or other means of
                   identifications on the Products without the consent or approval of
                   the Supplier;

           3.6.3   use any advertising, promotional or selling materials in relation to
                   the Products except those supplied or approved by the Supplier;
           3.6.4   engage in any conduct which in the opinion of the Supplier is
                   prejudicial to the Supplier‟s business or the marketing of the
                   Products generally; or

           3.6.5   Be concerned or interested either directly or indirectly in the
                   Supply, sale, promotion, marketing, or importation into the
                   Territory of any goods which compete with the Products.

4.   Supplier’s Duties

     4.1   The Supplier shall be entitled from time to time to extend the range of the
           Products or discontinue any of the same, upon giving not less than 3
           months‟ notice in writing to the Distributor.

     4.2   The Supplier shall supply to the Distributor any information which may
           come into its possession which may assist the Distributor to effect sales
           pursuant to this Agreement;

     4.3   The Supplier shall supply the Distributor with such stocks of the Products
           as the parties may from time to time agree;

     4.4   The Supplier shall promptly and efficiently deal with any after sales
           enquiry relating to the Products raised by a customer in the Territory; and

     4.5   The Supplier shall comply with all the applicable laws, regulations
           relating to the nature, method of manufacture, packaging and labeling of
           the Products.
5.   Contract Price

     5.1   The contract price of the products shall be a fix lump sum amount as per

     5.2   Recommended price of the products shall be as follows:

           5.2.1   Contract price for Distributor (semenanjung)

           Product                Discount Price         Qty      Selling Price/Unit

           Tea Roselle            RM12.40                         RM24.80
           Facial Soap Roselle    RM13.40                         RM26.80
           Roselle Colloen        RM34.80                         RM68.80
           Rosteen Tea            RM14.40                         RM28.80

           Contract price for distributor (sabah/Sarawak)

           Product                Discount Price                         Selling Price

           Tea Roselle            RM16.40                         RM32.80
           Facial Soap Roselle    RM16.80                         RM32.80
           Roselle Collagen       RM36.90                         RM73.80
           Rosteen Tea            RM17.40                         RM34.80

           5.2.2 Recommended price for the Distributor‟s sub-agents

           5.2.3 Discount for distributor shall be less than 30 %.

           5.2.4 Agent cans Return the Product if have any cause damaged
                Agent can return the Product when Expired and company will replace

           5.2.5 Payment 100% before delivery and balance 7 days after delivery.

           5.2.6 Agreement will be continue after 5 years.

           5.2.7 As appoint                             only an agent
                 For .

     5.3   Below 2k the Contract price is not inclusive of duties, sales tax and inland
           transport charges.
6.   Minimum Order/ First Order

     6.1   The Supplier and Distributor have agreed on having a minimum order

     6.2   The minimum order agreed by both parties is as follows:

           Quantity per order is RM6,000.00 per month

     6.3   The Supplier and Distributor have agreed on having the first order of
           Products to be effected immediately upon signing this Agreement.

     6.4   The first order agreed by both parties is as follows:

           First Order is RM12,000.00

7.   Mode of Payment

     7.1   The Supplier and Distributor has agreed that payment mode to be on Cash
           term basis: and

     7.2   The mode of payment are as follow:

     a)    A deposit of 100% of the total purchase price has to be paid by Distributor
           upon conformation of the order.

     b)    The remaining 100% has to be settled at least 5 (five) days before
           expected date of delivery as stated in the purchase order or any other date
           as agreed by both parties.

8    Product Delivery

     8.1   The Supplier shall use all reasonable endeavors to deliver each of the
           Distributor‟s orders for the Products on the date specified in the order, but
           the time of delivery shall not be of the essence and if, despite those
           endeavors , the Supplier is unable for any reason to fulfill any delivery of
           the products on the specified date, the Supplier shall not be deemed to be
           in breach of this Agreement or have any liability to the Distributor unless
           and until the Distributor has given 7 day‟s written notice to the Supplier
           requiring the delivery to be made and the supplier has not fulfilled the
           delivery within that period.
8.2   Delivery of the products shall take place from the Supplier‟s premise to
      the Distributor‟s product depot as stated in the Purchase Order.

8.3   The Distributor shall, within 7 days of the arrival of each delivery of the
      Products at the Distributor‟s premises, notify the Supplier in writing of
      any defect by reason of which the Distributor alleges that the Products
      delivered are not in accordance with the specification and which should be
      apparent on reasonable inspection.

9.    Advertising

      9.1    The Distributor shall conduct the advertising and promotion as
             well as marketing of the products in the Territory with all due care
             and diligence.

10.   Product Training

             Both parties, the Supplier and Distributor have duly agreed to
             conduct series of product trainings and product introduction from
             time to time so as to establish/create and enhance product and
             brand awareness.

11.   Duration and Termination

      11.1   This Agreement shall come into force on the date hereof and,
             subject as provided in clause 11.2, shall continue in force for a
             period of 36 months and thereafter unless or until terminated by
             either party giving to the other not less than three (3) months‟
             written notice expiring at or any time after the end of that period.

      11.2   Either party shall be entitled forthwith to terminate this Agreement
             by written notice to the other if:

             11.2.1 that the other party commits any breach of any of the
             provision of this Agreement and, in the case of a breach capable of
             remedy, fails to remedy the same within 30 days after receipt of a
             written notice giving full particulars of the breach and requiring it
             to be remedied;

             11.2.2 That the other party ceases, or threatens to cease, to carry
             on business;
12     Consequences of Termination

Upon termination of this Agreement for any reason:

       12.1.1 The Distributor shall cease to promote market, advertise or
       sell the product:

       12.1.2 The Distributor shall have no claim of agency rights, loss
       of goodwill or any similar loss;

       12.1.3 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 this Agreement.

13     Assignment

       Either party has the right to assign this contract to its assignee.

14     Notices

               14.1.1 Any notices given pursuant to this Agreement shall
                      be in writing and may be given by telex or fax or
                      sending the same in prepaid letter by registered post
                      at the address as given in this Agreement.
IN WITNESS WHEREOF the parties hereto have hereunto set their hands the day
and year first above written.

Signed by En Azhar Bin Md Yusoff        )

For and on behalf of                    )

D’ROSELLE BEAUTY SERIES                 )      ………………………………

In the presence of:                     )      Azhar Hj Md.Yusoff
                                               Ketua Pegawai Executive

Signed by                               )

For and on behalf of                    )

                                        )      ………………………………

In the presence of :                    )