Sales Distribution Agreement between Designer Export, Inc. and Artmex SP J (June 24, 2009)
Designer Export, Inc. and Artmex SP J entered into an agreement for Artmex to market and distribute Designer's high-end men's and women's clothing products. Designer will supply products as ordered, and Artmex will pay by wire transfer or check. The agreement is non-exclusive and can be terminated by either party with notice. Artmex may sell to retail stores with Designer's approval, potentially gaining exclusive rights for specific retailers. Disputes are subject to arbitration in Poland, and the agreement is governed by Polish law.
Exhibit 10.1
SALES DISTRIBUTION AGREEMENT
This marketing and retail sales distribution agreement (the "Agreement") is made by and between Artmex SP J ("Artmex") and/or assigns (the "Assigns") to market and distribute the products listed in Attachment A hereto (the "Products"), and Designer Export, Inc ("Designer"), collectively the "Parties", on this 24th of June, 2009.
Whereas, Designer is a distributor of high end mens and womens clothing, of which a non-exclusive list is provided in Attachment A, and Artmex, and its Assigns are in the business of marketing and distributing items to the General Public, the Parties agree as follows:
1. A. Designer agrees to supply the Products and fill Artmex's written orders for Products in a timely manner, and in any event will use its best efforts to fill placed orders within a period of thirty days (30) days or less following receipt of any written order.
B. Artmex or Assigns has two options to pay for Products released by Designer to Artmex under this Agreement: by wire transfer prior to product shipment; by sending a check/money order. If Artmex decides to pay by check/money order, then Designer will apply a certain amount of days before shipping to have the check/money order cleared.
2.
Product cost in this agreement will be determined according to Attachment A. Designer is entitled to make reasonable adjustment(s) to the price of the products; discounts can also be negotiated. Artmex will pay shipping, unless other arrangements have been made.
3.
Term. This agreement will run in perpetuity, unless terminated by either of the Parties.
4.
Termination. Termination of this Agreement may be commenced upon thirty (30) days written Notice. Termination will be effective sixty days (60) days following the date that Notice of termination is received by the non-terminating Party. Artmex or Assigns will be permitted to sell, market, and distributes all Products (that have been ordered from Designer, or are in the possession of Artmex or Assigns at termination).
5.
Nature of the Relationship. This Agreement is non-exclusive with respect to Designer's existing and future distribution channel. However, Designer agrees not to sell, market or distribute the Products directly to the General Public, absent effective termination of this Agreement. The General Public includes primarily retail consumers who purchase the Products primarily for individual family, work, or household purposes; however, this restriction shall not prohibit Designer from distributing the Products to any third Party who may then attempt to sell, market, or distribute to the Products to the General Public.
6.
Artmex is allowed to sell to retail stores under the following conditions: Designer needs to be informed of the retailer with full name and address to whom Artmex plans to sell. Designer will then have the right to refuse. Should Designer allow Artmex to sell to the named retailer, then Artmex will receive an exclusive right to do so. This right will be granted newly 12 months in writing by Designer and every 12 months thereafter. Designer has the right to decide not to renew the exclusive right to Artmex.
7.
There are no set minimum quota requirements for sales under this Agreement. Designer is obliged to assist in the completion of each sales order regardless of the quantity. Orders will be taken on a case by cases basis by Designer.
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8.
Designer warrants that Designer's Products are not subject to any claim, demand, or legal action by any third party. Designer warrants and guarantees that to the best of its knowledge all claims made by Designer about the Products are true and correct.
9.
All notices and other communications required or permitted under this Agreement shall be validly given, made, or served if in writing and delivered personally or sent by registered mail, to the other party. Address where notice is to be sent: Artmex or Assigns: 56A Lubelska St, Lubartow, Poland, 21-100; Designer: 375 N. Stephanie St, Suite 1411, Henderson, NV, USA, 89014-8909. Each party may, by notice to the other as provided herein, designate a different address.
10.
Disputes. All disputes arising out of or under this Agreement, which cannot be settled by agreement of the parties shall be submitted to Arbitration Court at the Chamber of Commerce in Warsaw, Poland . The prevailing party in any dispute shall be reimbursed all of its reasonable costs, including reasonable attorney's fees by the other party.
11.
This Agreement and the rights and obligations of the parties herein, shall be construed in accordance with the laws of Poland. The Parties hereby consent to the jurisdiction and venue of the courts of Poland.
12.
This Agreement may be signed by facsimile if required in as many counterparts as may be required.
Designer Export, Inc Artmex SP J
375 N. Stephanie St, Suite 1411 56A Lubelska St,
Henderson, NV, 89014-8909, USA Lubartow, Poland, 21-100
Corp. # ###-###-####-3 NIP 867-205-68-44
Citibank N.A. PKO BP SA
Account # 203217633, routing # 322-271-724 USD PL 5910201260000000200617803
SWIFT code: CITI US 33 SWIFT code: BPKOPLPW
Signatures:
/S/ Yauheni Rabok /S/ Tadeusz Zyla
Yauheni Rabok Tadeusz Zyla
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ATTACHMENT A
ITEM | DESCRIPTION | PRICE |
1. Suits, Men | Ralph Lauren, classic, three button, 2 piece set, lined, cotton, unhemmed pants, olive stripes | $180.00 |
2. Coats, Men | Hugo Boss, hidden button front pockets, button tab at shoulders, belt, lined | $245.00 |
3. Jackets, Men | Michael Kors, button front, front side pockets, rainwear | $215.00 |
4. Sweaters, Men | Nautica, pullover, v-neck, cotton, red | $ 50.00 |
| Joseph & Lyman, pullover, ribbed trim detail, cotton/wool | $ 40.00 |
5. Shirts, Men | Calvin Klein, pullover, cotton/polyester, grey | $20.00 |
| Clairborne, button front, button cuffs, cotton, black | $30.00 |
6. Pants, Men | Polo by Ralph Lauren, zip fly, button waist, five pockets, corduroy feel, cotton/elastane, green | $40.00 |
ITEM | DESCRIPTION | PRICE |
1. Dresses, Women | Nine West, 2 pieces dress set, cotton/poly/other, black | $60.00 |
| Kay Unger, hidden side zipper, lined, gem detailing, poly/acetate, black | $50.00 |
| DKNY, pullover, side belt oops, removable belt, baggy fit, cotton/span/ green | $60.00 |
2. Skirts, Women | Anne Klein, pull on, hook & bar closure, pleated detail throughout, lined, silk | $40.00 |
| Jones New York, two side seam pockets, silk/viscose, black | $50.00 |
3. Tops, Women | Elie Tahari, pull on jacket, embroidery detail throughout, cotton/silk, beige | $60.00 |
| Ralph Lauren, button front with French cuffs, semi sheer, silk, cream | $40.00 |
4. Pants, Women | Ellen Tracy, Pull on. Slide clasp with zip fly. Hidden button. Two front slant pockets, cotton/spandex, mahogony | $55.00 |
Agreed to and accepted as of the 24th day of June, 2009 by:
Signatures:
/S/ Yauheni Rabok /S/ Tadeusz Zyla
Yauheni Rabok Tadeusz Zyla
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