NON-EXCLUSIVE

DISTRIBUTORSHIP AGREEMENT

DATED THE ___ DAY OF ______________ 20___

BETWEEN

Company Pty Ltd ACN 111 222 333 (the “Supplier”)

AND

Other Company Pty Ltd ACN 333 222 111 (the “Distributor”)
Non-Exclusive Distributorship Agreement for Other Company Pty Ltd

DISTRIBUTORSHIP AGREEMENT
(NON-EXCLUSIVE)
THIS AGREEMENT MADE ON THE _______ DAY OF _________________ 20_____.

BETWEEN Company Pty Ltd ACN 111 222 333 1 Sydney Street Sydney 2000 in
New South Wales (the “Supplier”);

AND: Other Company Pty Ltd ACN 333 222 111 1 Brisbane Street Brisbane
7000 in New South Wales (the “Distributor”).
RECITALS
A. The Supplier is the manufacturer and seller of the Products which it markets and sells
through various distributors.
B. The Supplier and the Distributor (“the Parties”) have agreed to enter into this agreement
for the purpose of establishing a non-exclusive supply and distribution agreement
between them for the Products in the territory (“the Territory”) described in Item - The
Territory of Schedule A.
THE PARTIES AGREE AS FOLLOWS
1. DEFINITIONS
1.1 In this Agreement the following words and phrases mean:
“Agreement” means this Distribution Agreement and includes all amendments or variations
to this Agreement.
“Approval” means all permits, licences or approvals required from time to time to sell or
distribute the Products in the Territory.
“Confidential Information” means all of the following: (a) the trade secrets of any Party;
(b) the names of all past, present, and prospective Consumers, including all records regarding
Products sold or supplied to them; (c) the names of all past, present, and prospective
employees of such Party; and (d) the Party's past, present, and prospective systems, methods
and procedures used in the operation of such Party's business; (e) any other oral, written,
electronic and/or recorded information of any Party's business, products, financial condition,
operations, assets or liabilities; (f) any documentary information that is marked
“Confidential”, “Private”, “Secret”, “In Confidence” or “Not to be disclosed”; (g) all notes,
analyses, summaries, compilations, studies projections, forecasts budgets, price list or records
of any Party that is marked confidential or which by its nature is confidential.

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Confidential Information excludes information that is: (a) generally available in the Industry
other than as a result of a wrongful disclosure; (b) independently acquired or developed by a
Party without breach of this Agreement; or (c) available to a Party on a non-confidential basis
from a third person not bound by any confidentiality agreement or fiduciary obligation owed
to the other Party.
“Consumer” means any person who purchases or may purchase any Products for use within
the Territory.
“Deliver/Delivery” means delivery of the Products to the Distributor’s nominated warehouse
in the Territory.
“Dollars” means Australian Dollars.
“Distributorship” means this distributorship relationship between the Parties.
“GST” means Goods and Services Tax as defined under the GST Act.
“GST Act” means A New Tax System (Goods and Services Tax) Act 1999 (Cth).
“Intellectual Property” includes but is not limited to copyright, trade marks, designs,
patents, processes and all other intellectual property that is capable of legal protection,
regardless of whether such legal protection has been formally obtained.
“Invoice” means a tax invoice that complies with the GST laws.
“Law” means all applicable statutes, Acts, rules, regulations and by-laws current in the
Territory together with all amendments and replacing laws.
“Material Breach” means any of the following:
(a) any breach of a clause that is described as an essential term;
(b) any breach of a clause that is capable of rectification and the Party in breach has failed
to rectify within 14 days after being requested so to do by the other Party.
“Merchantable” means saleable in the Territory under its Product description at its market
price or, if applicable, fit for its ordinary purpose.
“New Products” means all new products of whatever kind that the Supplier introduces as
part of its overall range of Products available for sale in the Territory and also includes all
enhancements, upgrades, new versions and/or replacements of any of the Products and/or
newly developed products of the Supplier.
“Notice” means a notice in writing including those sent by facsimile, letter, email and telex
and conveyed in accordance with this Agreement.
“Order” means an Order placed by the Distributor on the Supplier for any of the Products
which Order must be in the form from time to time specified by the Supplier. The Order
must include details of the Products’ description, the quantity ordered, the price per item in

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Dollars, the total price in Dollars, the requested time for Delivery and such other information
as the Parties may reasonably require.
“Party/Parties” means the Parties to this Agreement and includes their lawful successors
and assigns. Any reference to a Party will include, where applicable, any subsidiary
controlled by a Party or by the same persons who control that Party.
“Person” includes any body that is recognised at Law in the Territory whether it be a natural
person, an entity or corporation.
“Products” includes all the products listed in Schedule B and all Spare Parts and components
of the Products. Products includes all New Products and Samples.
“Recommended Retail Prices” means the prices set out in Schedule C which the Supplier
recommends to the Distributor as the selling price of the Products to Consumers.
“Quarterly” means a period of 3 months.
“Samples” includes supplies of the Products (which includes New Products) for promotional
purposes and all other promotion materials having regard to the then current and anticipated
Consumer market in the Territory.
“Spare Parts” means all parts or components of the Products which are capable of being
replaced in order to repair or maintain any of the Products.
“Target” means in respect to each Year, the minimum total Orders in Dollars as set out in
Item - The Targets of Schedule A.
“Territory” means the Territory described in Item - The Territory of Schedule A.
“Term” means the period commencing as set out in Item - The Term of Schedule A unless
this Agreement is terminated by either Party during that period, in which case the Term will
expire on the date of such termination. The Term also includes all extensions of the Term
and all other periods such as the Parties may in writing agree.
“Year” means each period of 12 months during the Term, the first Year commencing on the
date hereof and expiring on the day before the anniversary of the date hereof.
2. INTERPRETATION AND ADDITIONAL CLAUSES
2.1 Words importing any gender include all genders including the neuter gender.
2.2 Words importing the singular includes the plural and vice versa.
2.3 The Parties agree that any Additional Clauses are express terms of this Agreement. To
the extent there is any inconsistency between clauses in this Agreement and the
Additional Clauses the Parties agree that to the extent only of that inconsistency the
inconsistent clauses in this Agreement will not apply.

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3. APPOINTMENT AND TERM

3.1 The Supplier appoints the Distributor and the Distributor accepts its appointment as a
non-exclusive distributor of the Products for the Term in the Territory on and subject to
the rights and obligations of the Parties as set out in this Agreement and where
applicable in the Additional Clauses. The Distributor acknowledges that the Supplier at
its absolute and sole discretion may appoint other Persons as Distributors of the
Products in the Territory on such terms as the Supplier thinks fit.
3.2 During the Term, the Distributor will for so long as it is the Distributor in the Territory
use its best efforts to market, sell, distribute and promote the Products in the Territory.
3.3 During the Term, each Party promises to act reasonably and in good faith towards the
other and provide to the other on request all reasonable assistance in promoting the sale
of the Products in the Territory.
3.4 The Distributor may appoint sub-distributors, agents, licensees, franchisees and other
representatives to market, sell and distribute the Products in the Territory or any part
thereof. The Distributor is responsible for all acts and omissions of its sub-distributors,
agents, licensees, franchisees and other representatives as if those acts or omissions
were those of the Distributor with the intent that any such act or omission will be a
breach of this Agreement by the Distributor.
3.5 During the Term the Distributor is not entitled to sell products that are competitive to or
similar to the Products.
4. NEW PRODUCTS
4.1 The Supplier will promptly notify the Distributor of any New Products available to the
Distributor.
4.2 Provided the Distributor has met all its Targets (if any specified in Schedule A), all
New Products which the Supplier, at its sole discretion decides to distribute, market or
sell in the Territory, must first be offered to the Distributor to market and sell. If the
Distributor does not agree to sell the New Products on the terms proposed by the
Supplier then the Supplier may make such other arrangements as it thinks fit for the
marketing and sale of the New Products in the Territory. The Distributor will be
deemed not to have agreed to sell the New Products if it fails to accept the terms
proposed by the Supplier within 30 days of those terms being offered to the Distributor.
5. INTELLECTUAL PROPERTY AND CONFIDENTIAL INFORMATION
5.1 The Supplier is the exclusive owner of all of the Supplier’s Intellectual Property in the
Products. The Distributor will not challenge or dispute the Supplier’s ownership of the

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Supplier’s Intellectual Property. The Distributor will not do anything or omit to do

anything which could detrimentally affect the ownership of the Supplier’s Intellectual
Property.
5.2 The Distributor is entitled in the Term to use the Supplier’s Intellectual Property
including all trade marks as it may reasonably require for the sole purpose of
effectively selling, marketing and/or distributing the Products in the Territory. The
Distributor must not use any of Supplier's Intellectual Property for any other purpose
without the consent of the Supplier.
5.3 Each Party undertakes not to use or disclose to any other Person or entity any of the
other Party’s Confidential Information and will only use such Confidential Information
in good faith and for the proper purposes of this Agreement and subject to any
restrictions imposed by the Party that is the provider of the Confidential Information.
6. SUPPLIER’S OBLIGATIONS
6.1 The Supplier will provide the Distributor with suitable promotional and marketing
materials in relation to the Products throughout the Term. If the Distributor chooses to
use these materials then by this subclause, it is licensed to do so and at no fee. The
Distributor is entitled to modify, adapt and change such materials to suit its reasonable
requirements for the marketing of the Products in the Territory. There is no obligation
on the Supplier to modify or adapt any of the materials it provides to the Distributor.
6.2 The Supplier undertakes to promptly attend to the reasonable fulfilment of all Orders
for the Products and their Delivery in accordance with the terms of this Agreement and
subject to proper arrangements acceptable to the Supplier being made for payment.
The Distributor acknowledges that the Supplier’s ability to fulfil Orders is dependant
on available stock of the Products Ordered.
6.3 The Supplier undertakes to the Distributor to endeavour to maintain sufficient
quantities of the stock of the Products so as to reasonably be able to meet the
Distributor’s anticipated Orders having regard to forecasts provided to the Supplier by
the Distributor. The Distributor acknowledges and agrees that the Supplier may at its
sole and absolute discretion delete any Products from the Product list in Schedule B and
upon the Supplier notifying the Distributor in writing of such deletion those deleted
Products shall cease to form part of the Products and the Distributor will have no right
or entitlement to distribute those deleted Products after such notification.
6.4 The Supplier must provide all specification (if any) required for use of the Products by
Consumers.

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7. PRODUCT DEFECTS & GENERAL LIABILITY

7.1 The Supplier warrants to the Distributor that:
(a) the Products and their packaging at Delivery will be fit and Merchantable at that time
and will meet and be in accordance with the Law of the Territory; and
(b) if the Products and/or its packaging are defective and/or not Merchantable and
provided the Distributor has stored the Products in accordance with the Supplier’s
recommendations (if any), provided no “use by date” has expired and the Distributor
has not altered, tampered with or adulterated the Products and/or its packaging then:
(i) the Supplier must either replace or repair or pay the cost of replacing the
defective Products at its own cost; or
(ii) where the defect is only in respect to the Product’s packaging the Supplier may at
its own cost either:
(A) require the defectively packaged Products to be freighted back to it or as it
may direct at its cost and risk; or
(B) provide replacement packaging and have the Products repackaged at its cost in
the Territory.
(c) the Products are safe for use in the Territory if the Supplier’s specifications (if any)
and instructions for storage installation, set up, use and/or maintenance (if any) are all
followed.
7.2 The Supplier represents to the Distributor that all information on the Products including
brochures, advertising materials, samples and instructions for the installation, set up,
use and/or maintenance of the Products will be provided in English, are up to date and
will be updated as appropriate. Furthermore that such materials do not contain any
representations that are incorrect, untrue, deceptive or misleading or are likely to
deceive or mislead the Distributor or any Consumer.
7.3 The Supplier undertakes to the Distributor to use all reasonable commercial endeavours
to support the Distributor in the sale, marketing and supply of the Products in the
Territory and will supply all Orders from the Distributor in a timely manner.
7.4 The Distributor must follow all reasonable directions and carry out all reasonable
requests of the Supplier in respect to the storage, packaging and presentation of the
Products. If the Distributor requests any particular packaging or presentation, the costs
thereof must be borne by the Distributor. The Supplier may at its discretion require
prepayment by the Distributor of this cost as a pre-condition to such packaging and/or
presentation being carried out.

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7.5 Neither party will in the course of conducting its business engage in conduct which is
misleading or deceptive or is likely to mislead or deceive and/or constitutes any breach
of any Law of the Territory. This is an essential term.
7.6 If either Party wrongfully or improperly does anything or omits to do anything which
has the effect or consequence of rendering the other Party liable to any third party or
Consumer under any Law then the Party whose act or failure to act has caused such
liability fully indemnifies the other Party against all liabilities, losses, damages and
other claims that it might thereby incur.
8. DISTRIBUTOR’S OBLIGATIONS AND COVENANT NOT TO COMPETE
8.1 The Distributor will use its best efforts to promote, market, distribute and sell the
Products within the Territory so as to maximise the sale of the Products within the
Territory during the Term. The Distributor must not make or publish any disparaging
remarks or comments about the Products or the Supplier. This is an essential term.
8.2 The Distributor must not distribute the Products outside of the Territory or sell or
supply the Products to any other Person to sell or distribute outside the Territory
without Supplier’s prior written consent. This is an essential term.
8.3 The Distributor is entitled to market the Products as it thinks fit in the Territory and
may enter into such lawful agreements as it deems desirable to market and/or promote
the Products in the Territory.
8.4 The Distributor will maintain a database of all complaints, comments or claims made to
it in respect to the Products from Consumers and will provide the Supplier with these
details within 21 days of being requested to do so by the Supplier. This is an essential
term.
8.5 The Distributor will be responsible for its own storage of the Products and shall comply
with the Supplier’s recommendations for storage.
8.6 The Distributor may use the Supplier’s Intellectual Property including its trade marks
for the sole purpose of advertising and marketing of the Products and in its promotional
material for the Products but for no other purposes. This is an essential term.
8.7 The Distributor will not intentionally deface, obscure or remove from any of the
Products the Supplier’s trade marks or reservations of Intellectual Property. This is an
essential term.
8.8 The Distributor is solely responsible for and must at its expense obtain all any
necessary approvals, licences, permits, authorisations and certifications for the Products
to enable it market and sell the Products in the Territory including, if applicable, any

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Australian Standards (“AS”) certification and/or Australia/New Zealand Standards

(“AS/NZS”) certification or any other regulatory body’s requirements for the sale,
distribution, marketing or use of the Products in the Territory or part thereof. The
Supplier will provide reasonable assistance and co-operation in respect of such
approvals.
8.9 The Distributor will apply for and do all things commercially reasonable to obtain any
required registration of the Products in the Territory or any part thereof. The cost of
such registration will be borne by the Distributor. On termination of this Agreement
the Distributor must execute all documents to enable all such registrations to be
transferred to the Supplier or as it directs.
8.10 The Distributor has no authority to make any representation on behalf of the Supplier.
This is an essential term.
8.11 During the Term the Distributor must not directly or indirectly sell, market or distribute
products that are similar to or competitive with the Products. It will be a breach of this
clause for any director or shareholder of the Distributor to have an interest directly or
indirectly in any company or business that sells, markets or distributes the same or
similar products to the Products. This is an essential term.
8.12 The Distributor acknowledges and agrees that at the end of the Term the Distributor
will hold the goodwill of its business of selling the Products exclusively on trust for the
Supplier and for any new distributor nominated by the Supplier to distribute the
Products in the Territory.
9. SUB DISTRIBUTORS
9.1 The Distributor may appoint sub distributors, licensees and franchisees for the
marketing, sale, distribution and/or maintenance of the Products in the Territory. The
Distributor must ensure that any Person it appoints as a sub-distributor, licensee or
franchisee is a Person of good repute and character with suitable experience and
training capabilities to act as a sub distributor, licensee or franchisee of the Products
within the Territory.
9.2 The Distributor will be exclusively responsible for all of the acts or omissions of its sub
distributor(s), franchisee(s) and sub licensee(s) in respect of the Products and
indemnifies and keeps indemnified the Supplier against all liabilities and/or losses
sustained as a consequence of any negligent, improper or unlawful conduct and/or
omission by any sub-distributor(s), licensee(s) or franchisee(s).

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9.3 No agreement between the Distributor and any sub-distributor, licensee or franchisee
shall be for any period exceeding the Term.
9.4 No agreement between the Distributor and any sub-distributor, licensee or franchisee
will be binding on the Supplier or directly or indirectly impose any obligation on the
Supplier.
9.5 The Distributor must promptly on request provide the Supplier with a copy of every sub
distributor, licence or franchise agreement it enters into. None of the terms of such
agreements shall be inconsistent with this Agreement.
10. PRICES, ORDERING AND PAYMENT
10.1 The current Prices for the Products are set out in Schedule B hereto.
10.2 The Supplier shall not increase its Prices for any items of the Products until the expiry
of the first Year of this Agreement. Thereafter, the Supplier may change its Prices at
any time upon sixty (60) days prior written notice to the Distributor.
10.3 All Orders for the Products must be made by the Distributor using the Supplier’s Order
forms. The Supplier may from time to time amend or alter its Order form and will
notify the Distributor of such changes.
10.4 The Supplier will issue an Invoice to the Distributor for the Products ordered 21 days
prior to the nominated Delivery date of the Products.
10.5 The Distributor must pay the Supplier for all Products ordered:
(a) within seven (7) days of receipt of the relevant Invoice from the Supplier; or
(b) within seven (7) days of Delivery;
whichever is the last to occur. This is an essential term.
10.6 The Distributor must pay for all items of the Products ordered in such manner as the
Supplier may reasonably require including without limitation the provision of any letter
of credit or bank transfer of funds in accordance with any direction given by the
Supplier. This is an essential term.
10.7 Unless otherwise specified by the Supplier, items of the Products ordered may be paid
for by: Cash, Cheque, Money Order, Direct Debit, Bank Cheque, Electronic Transfer,
BPAY and any other payment method agreed by the supplier. Where the value of the
Order exceeds $10,000.00 the Supplier may require the Distributor to secure the Order
by providing the Supplier with a ninety (90) day revolving irrevocable letter of credit in
favour of the Supplier and issued by an Australian Bank reasonably acceptable to the
Supplier. In such circumstances the Supplier is only obliged to fulfil that Order if the
said letter of credit is provided.

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10.8 The Recommended Retail Prices are not binding on the Distributor and it is
expressively acknowledged by the Parties that the Distributor may sell the Products at
whatever retail price the Distributor chooses. The Supplier may at any time revise or
change any of its Recommended Retail Prices.
11. DELIVERY OF PRODUCTS
11.1 The Supplier must Deliver the Products so Ordered by the Distributor to the
Distributor.
11.2 Subject to clause 12.4, the Distributor covenants that it will bear all the costs and
charges arising out of the transportation of the Products.
11.3 Where the Products may be hazardous, flammable or fragile, the Supplier must ensure
they are packaged and labelled in accordance with all regulations relating to hazardous
air/sea/overland transportation Laws for the shipment and/or transportation of such
Products from the Supplier to the place of delivery.
11.4 Upon Delivery of the Products the Distributor must promptly visually inspect the
Products and within 14 days of such receipt give the Supplier Notice of any Products
that are apparent from such inspection to be not of Merchantable Quality and the
Distributor will arrange for such Products to be returned to the Supplier at the
Supplier’s expense. If no Notice is given in that time the Products will be deemed to be
Merchantable and fit for purpose except in respect to any latent defects not reasonably
apparent on inspection.
11.5 The Supplier will do all things commercially reasonable to replace any defective
Products as soon as possible. Where a visual inspection of the Products will not
disclose any relevant defect then the Distributor must promptly notify the Supplier of
such defect when it becomes aware of its existence.
12. TERMINATION
12.1 This Agreement may be terminated by either Party if the other Party commits a
Material Breach. The procedure for termination is set out in this Clause.
12.2 On termination the Supplier must either:
(a) Deliver sufficient quantities of Products Ordered by the Distributor so as to allow
the Distributor to satisfy all of its outstanding contractual obligations to its
Consumers, or
(b) at its sole discretion take over responsibility for meeting all those outstanding
orders, in which event the Supplier indemnifies the Distributor against any liability
to those Consumers in respect to those outstanding Orders.

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12.3 It will be a breach of an essential term by the Distributor and the Supplier will be
entitled to terminate this Distributorship by giving 14 days’ prior Notice to that affect to
the Distributor if :
(a) The Distributor fails to pay any amount owing to the Supplier within 14 days of the
date of a written request by the Supplier to make payment;
(b) The Distributor becomes insolvent;
(c) The Distributor commits any breach of this Agreement and fails to remedy that
breach within 14 days of the date of a written request from the Supplier to do so;
(d) The Distributor ceases to carry on business in the Territory;
(e) The Distributor ceases to use commercially reasonable efforts to market, distribute
and sell the Products in the Territory;
(f) The Distributor fails to follow any reasonable and lawful direction given by the
Supplier for the purposes of safe guarding the Supplier’s Intellectual Property or
Confidential Information;
(g) The Distributor fails to meet the Target (if any specified in Schedule A) for any
Year;
(h) The Distributor breaches any terms of this Agreement that is expressed to be an
essential term.
12.4 It will be a breach of an essential term by the Supplier and the Distributor will be
entitled to terminate this Distributorship by giving 14 days’ prior Notice to that affect to
the Supplier if:
(a) The Supplier fails to Deliver any of the Products to the Distributor within 30 days
of the time specified in the Order for Delivery and the Distributor has requested in
writing such Delivery and that Delivery has not been made within that 30 days or
within 14 days of such request, whichever is the longer;
(b) The Supplier fails to make any payment due by it to the Distributor within 14 days
of being requested by the Distributor in writing to make such payment;
(c) The Supplier becomes insolvent;
(d) The Supplier commits any breach of this Agreement and fails to remedy that
breach within 14 days of being requested by the Distributor to remedy that breach;
(e) The Supplier ceases to carry on business;
(f) The Supplier ceases to supply any of the Products or fails to maintain the quality of
any of the Products;

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(g) The Supplier fails to follow any reasonable and lawful direction given by the
Distributor for the purposes of protecting the Distributor’s Confidential
Information or the Distributor’s Intellectual Property;
(h) There is a substantial product recall of any of the Products in the Territory;
(i) It becomes unlawful to sell the Products or any part of them in the Territory;
(j) The Supplier breaches any term of this Agreement that is expressed to be an
essential term.
12.5 Notwithstanding anything elsewhere contained in this Agreement and without giving
any Notice under this clause either Party may terminate this Distributorship
immediately by giving Notice to the other Party if the recipient Party of such Notice has
breached any Law then applying to this Agreement or does any act or omits to do any
act that could cause the terminating Party to be in breach of any Law applicable to this
Agreement or wrongfully and knowingly uses or discloses the terminating Party’s
Confidential Information to any third party.
12.6 Upon termination each of the Parties must promptly return to each other all
Confidential Information and Intellectual Property belonging to the other Party. Where
such Confidential Information is incapable of being returned in tangible form then each
Party warrants to the other that it will destroy all electronic records of such Confidential
Information. In addition the Distributor will return to the Supplier or, if required by the
Supplier, destroy any point of sale displays and other marketing materials provided to
the Distributor by the Supplier.
12.7 Notwithstanding termination of the Distributorship, this Agreement will continue to be
binding on the Parties and fully enforceable in respect to the rights and obligations of
each Party relating to:
(a) the payment of any sum;
(b) any continuing obligations to any Consumers;
(c) Product warranty to Consumers;
(d) Confidential Information;
(e) return of property and transfer of trade marks and Intellectual Property;
(f) obligations in this Clause and otherwise in this Agreement that are expressly
intended to apply after termination.
12.8 On termination of the Agreement:

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(a) The Distributor will promptly notify the Supplier of all stock of the Products which
it has and which are not required by it to fulfil outstanding contractual obligations
to Consumers;
(b) The Supplier may (but is not obliged) within 14 days buy back all stock of the
Products held by the Distributor which the Distributor is not contractually obliged
to sell to its Consumers. The price the Supplier will pay for the buy back of stock
will be the price paid by the Distributor for the stock plus 10% less all set offs (if
any) of amounts owing by the Distributor to the Supplier. Nothing in this
paragraph obliges the Supplier to buy back stock that is unfit for sale or that has
been damaged. Damage includes damage to packaging.
(c) The Distributor must, subject to this Agreement, meet all its outstanding
contractual obligations in any respect of its Consumers.
(d) If within 14 days of termination the Supplier has not purchased all the stock of the
Products held by the Distributor then notwithstanding anything else where
contained the Distributor will be entitled to sell all its remaining stock of the
Products in the Territory.
(e) In the event of the Supplier buying back the stock of the Products the Supplier will
pay (less any set offs) the Distributor for all such stock bought back and take
delivery thereof at the date and time of payment. Delivery will be at the place
where the stock is stored by the Distributor.
13. RELATIONSHIP
13.1 The Parties acknowledge that they are not in partnership, there is no joint venture
between them or franchise arrangement and that the only relationship between them is
that of seller in the case of the Supplier and buyer in the case of the Distributor in
respect of the Products on the terms in this Distribution Agreement. Neither Party shall
claim or hold itself out as having any other relationship, authority, right or entitlement
to represent or act as agent of the other or to have any interest or shareholding in the
other.
13.2 The Distributor sells all the Products to Consumers as principal not as agent for the
Supplier.
13.3 It is expressly agreed that nothing in this Agreement gives rise to any fiduciary
relationships between the Supplier and the Distributor and no Party owes any fiduciary
duty to the other in respect of its conduct.

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13.4 It is expressly acknowledged that nothing in this Agreement confers upon the Supplier
the right to direct the Distributor to conduct its business in any particular way. The
Distributor acknowledges that it has not paid any premium or other sum as
consideration for entering into this Agreement nor has it been required as a
precondition to entering into this Agreement to purchase any Products or pay for any
training or other services.
14. DISPUTE RESOLUTION AND JURISDICTION
14.1 It is agreed by the Parties that this Agreement will be construed in accordance with the
Law of Australia and each Party covenants that it submits to the jurisdiction of the
Courts of the State or Territory in which the Territory is located for the resolution of
any dispute under the Agreement. If the Territory is the whole of Australia then the
Parties submit to the jurisdiction of all State and Territory Courts and Federal Courts.
14.2 The Parties will comply with the following dispute resolution procedure:
(a) where a dispute arises between the Parties, the complainant Party will set out in
writing and in English what it regards the dispute to be, telling the respondent
Party:
(i) the nature of the dispute; and
(ii) what outcome the complainant wants;
(iii) what action the complainant Party requires in order to settle the dispute.
(b) both Parties will make every effort to resolve the dispute through negotiation and
will in so doing act in good faith.
(c) for mediation under this Agreement:
(i) if the Parties cannot agree under sub clause (b) within 7 days, either Party
may refer the matter to a mediator; and
(ii) if the Parties cannot agree about who should be the mediator, either party
may ask the Chief Executive Officer (at that time), Australian Commercial
Disputes Centre to appoint a retired Judge or court officer or practising
barrister of at least 10 years’ admission to the Bar to act as the mediator and
that mediator will act as mediator of the dispute;
(d) the mediator may decide the time and place for mediation;
(e) the Parties or their legal representative(s) must attend the mediation and try in good
faith to resolve the dispute through mediation;

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Non-Exclusive Distributorship Agreement for Other Company Pty Ltd

(f) the Parties are equally liable for the costs of mediation and the costs of the
mediator under this part unless they agree otherwise. The Parties must pay their
own costs for attending at or being represented at the mediation;
(g) nothing in this clause affects the right of a Party to take legal proceedings under
this Agreement, if mediation fails to resolve the dispute;
(h) nothing contained in the dispute resolution procedures above will deny from or
delay any Party seeking immediate injunctive relief from an appropriate Court
where in the reasonable opinion of the Party the failure to obtain such relief would
cause irreparable damage to the Party concerned;
(i) these dispute resolution procedures will not apply to events giving rise to a right of
termination of this Agreement where there is no legitimate dispute as to the
occurrence of that event.
15. VARIATION AND WAIVER
15.1 This Agreement may only be varied in writing signed by both the Parties.
15.2 The waiver by any Party of any right or entitlement or to claim in respect of any breach
of this Agreement must be in writing signed by the Party so waiving. No purported
waiver that is not in writing and signed by the waiving Party will have any effect
whatsoever.
15.3 A waiver will not preclude that waiving Party from relying upon any such right or
entitlement arising in the future or to claim in respect of any subsequent breach of this
Agreement even if that future right, entitlement or subsequent claim is the same as that
previously waived.
16. NOTICES
16.1 All Notices or requests given by either Party to the other will be deemed to have been
properly given if posted by mail or faxed to the addresses or fax numbers set out in the
Item Five of Schedule A.
16.2 Any Notice or request sent by fax will be deemed served on the day after faxing. A
facsimile transmission record will be conclusive evidence of the date of faxing. Any
Notice or request sent by mail will be deemed served 7 days after the date of posting,
not including the date of posting.
16.3 Any Notice or request sent by a Party to the other must be signed by a director or
officer of the sending Party or appear on its face (where a fax) to be so signed.
16.4 All Notices must be given in English.

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Non-Exclusive Distributorship Agreement for Other Company Pty Ltd

16.5 Either Party may change its details for service of a Notice by serving a Notice on the
other party setting forth its new address for service and/or facsimile number.
17. ENTIRE AGREEMENT
17.1 This Agreement represents the entire agreement between the Parties relating to the
subject matter of the Agreement and supersedes all prior agreements, understandings,
representations and warranties relating to the subject matter of this Agreement. No
Party has relied on or been induced by any representations or promises made to it prior
to entering into this Agreement in reaching its decision to enter into this Agreement on
these terms.
18. FORCE MAJEURE
18.1 Except for obligations to make payment, non-performance by any Party will be excused
to the extent that performance is rendered impossible or impractical by acts of God,
lighting strike, earthquakes, floods, storms, explosions, fires and any natural disaster,
acts of war, acts of public enemies, terrorism, riots, civil commotion, malicious
damage, sabotage and revolution or governmental acts or orders or restrictions.
19. SEVERABILITY
19.1 If any clause of this Agreement is invalid under any Law the clause will be limited,
narrowed, construed or altered as necessary to render it valid, but only to the extent
necessary to achieve such validity. If necessary the invalid clause will be deleted from
the Agreement and the remaining clauses will remain in full force and effect.
20. COUNTERPARTS
20.1 This Agreement may be executed in counterparts, each of which will be deemed to be
an original and all of which together will constitute one instrument and Agreement.
21. NO THIRD PARTY BENEFICIARIES
21.1 This Agreement is entered into for the benefit of the parties and will not be deemed to
grant any rights or interests to any third party.
22. LEGAL ADVICE
22.1 Each Party acknowledges and represents to each other that it has had the opportunity to
seek and obtain separate and independent legal advice before entering into this
Agreement. If either Party has entered this Agreement without first taking legal advice
it has done so at its sole and absolute discretion and it will not be entitled to rely upon
the absence of legal advice as a defence to any breach of any of the clauses of this
Agreement.

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Non-Exclusive Distributorship Agreement for Other Company Pty Ltd

EXECUTED AS AN AGREEMENT on the day first mentioned.

SIGNED BY )
Company Pty Ltd )
ACN 111 222 333 pursuant to )
Section 127 of the Corporations Act 2001 ) Director
in the presence of:
Print Name:

Signature of Witness Director/Secretary

Print Name: Print Name:

SIGNED BY )
Other Company Pty Ltd )
ACN 333 222 111 pursuant to )
Section 127 of the Corporations Act 2001 ) Director
in the presence of:
Print Name:

Signature of Witness Director/Secretary

Print Name: Print Name:

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 SCHEDULE A

Item - The Territory

1 Perth Street

Perth

5000

Item - The Term

2 Years

Item - The Targets

Period (from beginning of contract) Target Total Orders

2 year(s) $500

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 SCHEDULE B

The Current Products

Product Wholesale Price

Air-conditioning units $1000 includes GST

Pipes per meter $18.95 includes GST

Air-conditioning box $10 includes GST

Initial: ___________
 SCHEDULE C

Current Recommended Retail Prices

Product Recommended Retail Price

Paper $100 includes GST

Pipes $100 includes GST

Initial: ___________