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DISTRIBUTION AGREEMENT

THIS AGREEMENT IS MADE ON THE DATE OF THE LAST SIGNATURE SET OUT BELOW.

Meanings

1. These words and phrases have defined meanings:

   Agreement	this document including any amendments;
   Effective Date	;
   Confidential Information	all confidential information (however recorded or preserved) disclosed by either party to the other party concerning the disclosing party's (a) business, affairs, customers, clients, Suppliers, plans, intentions, or market opportunities; (b) operations, processes, product information, know-how, designs, trade secrets or software; and (c) information developed by it under this Agreement;
   Intellectual Property	any patent, copyright, registered design, unregistered design right, trade mark or other industrial or intellectual property owned or used by the Supplier in or for the Products in the Territory and any applications for these;
   Target	the minimum aggregate value of the purchases to be made by the Distributor from the Supplier as set out in Schedule 3 or as the parties agree in writing;
   Products	the Products described in Schedule 1 and any other Products which the Supplier allows the Distributor to sell under this Agreement;
   Quarter	each period of three months starting on the Effective Date and each consecutive period of three months ending on 31 March, 30 June, 30 September or 31 December for the period of this Agreement;
   Supplier's Conditions	the Supplier's terms and conditions of sale set out in Schedule 4 as changed by the Supplier from time to time after written notice of the change to the Distributor;
   Territory	the countries or areas allocated to the Distributor as specified in Schedule 2;
   Working Day	any day other than a Saturday, Sunday or public holiday in England and Wales.
   Year	each period of 12 months from the Effective Date and each consecutive period of 12 months for the period of this Agreement.

2. Unless the context requires a different interpretation:
   1. all singular words include plural ones and vice versa;
   2. all references to sub-paragraphs, paragraphs, schedules or appendices are to the ones in this Agreement;
   3. all references to a person includes firms, companies, government entities, trusts and partnerships;
   4. the term 'including' does not exclude anything not listed;
   5. all references to statutory provisions include any changes to those provisions;
   6. no headings or sub-headings form part of this Agreement.

Life of Agreement

1. This Agreement commences on the Effective Date and continues until the expiry of a notice to end it, served as permitted under this Agreement.

Distributor's Obligations

1. The Distributor must:
   1. act conscientiously and in good faith, and follow all the Supplier's reasonable instructions and not allow its own interests to conflict with its duties to the Supplier;
   2. use its best endeavours to promote and sell the Products throughout the Territory with all due care and diligence;
   3. buy the Products only for use or resale by it and negotiate and enter into contracts for the sale of the Products in its own name and for its own account at such prices and terms as it chooses;
   4. buy from the Supplier all its requirements of the Products and not buy similar ones from any other source;
   5. refer to itself "a distributor" of the Supplier in all dealings with the Products and in any associated promotional material, vehicles and premises;
   6. maintain, at its own expense, appropriate premises, offices, stores, display and administration facilities and any vehicles and systems necessary to carry out its duties under this Agreement;
   7. employ a sufficient number of suitably qualified, dedicated personnel to carry out its duties under this Agreement, including attending trade exhibitions and other sales outlets which the Supplier considers appropriate, and making regular and frequent calls on customers or potential customers to promote and sell the Products;
   8. ensure that the Products are stored and transported in optimum condition;
   9. attend regular meetings with the Supplier to discuss the marketing and selling of the Products;
   10. comply with all laws, regulations and applicable to the Products in the Territory, and advise the Supplier of them so far as is relevant;
   11. on request, give the Supplier access to all premises, papers, materials, information and records relevant to the Distributor's activities in the Territory and send to the Supplier any of them, so far as reasonable, including:
       1. the previous, current and anticipated volumes of sales;
       2. the state of the market;
       3. any complaints or after sales enquires;
       4. any leads outside the Territory;
       5. up-to-date customer lists including names, addresses and Product details so that Products can be, for instance, traced or recalled;
       6. any overdue payments from customers; and
       7. any policy of insurance or claims.
2. To ensure business continuity, in the  months before this Agreement ends, the Supplier can: refuse to accept any orders from the Distributor, appoint a successor to the Distributor, introduce the successor to customers and potential customers, and allow the successor to market itself as the Supplier's distributor or agent.

Supplier's Obligations

1. The Supplier must:
   1. make reasonable efforts to supply the Products to the Distributor;
   2. give the Distributor reasonable notice of any changes (which the Supplier can choose from time to time) in the Supplier's prices of the Products or the Supplier's intention to extend the range of, withdraw, modify or discontinue the Products; and
   3. inform the Distributor within a reasonable time of any problem in meeting the Distributor's orders.

Target

1. The Distributor must use best endeavours to continue to meet each Target.

Risk, Default and Retention of Title

1. Risk of loss or damage to the Products will pass to the Distributor at the time of delivery of the Products.
2. The Supplier will still own the Products, regardless of delivery, until the Distributor has paid the Supplier in full for those Products and all other sums due from the Distributor to the Supplier at that time. The Supplier can attribute money received from the Distributor as being payment for whichever Products as the Supplier chooses, regardless of the circumstances.
3. While the Supplier still owns any of the Products, the Distributor:
   1. will hold those Products on a fiduciary basis as the Supplier's property and on the Supplier's behalf as bailee for the Supplier;
   2. use or resell those Products only in its ordinary course of trade, but (in addition to the Supplier's other rights) this right will end immediately if any step occurs towards the Distributor's bankruptcy, insolvency, receivership, administration, liquidation, winding up or dissolution (Insolvency Event); and
   3. must not otherwise deal with, pledge, encumber (except by floating charge) sell or dispose of those Products.
4. If any step is taken toward any Insolvency Event or if the Distributor is overdue in any payment due, all sums will become immediately due and payable and the Supplier can choose, by immediate notice to the Distributor: to end the Distributor's right, if still continuing, to use or resell the Products still owned by the Supplier, enter any place to recover those Products, and suspend or cancel any deliveries. The exercise of any of those choices will not cancel the Distributor's obligation to pay the price for those Products, provided that the Supplier must make a fair allowance for the value of any Products which the Supplier has recovered.

Orders and Supplier's Conditions

1. The Distributor must give at least three months' written notice of its estimated orders for each month. It must make each order in writing and, subject to its acceptance, the Supplier must tell the Distributor the estimated delivery date and must use reasonable efforts to meet this, but time of delivery is not of the essence. The Supplier's Conditions apply to all of the Distributor's orders for and the Supplier's sales of the Products, but this Agreement prevails if there is any inconsistency between them and this Agreement.

Sales and Marketing

1. Unless the Supplier agrees otherwise, the Distributor can only make the representations, warranties or promises about the Products contained in the Supplier's literature or as allowed by the Supplier's Conditions.
2. The parties will agree any stock levels to be maintained by the Distributor for the next Quarter, so that it can meet orders and contracts from customers promptly, but failing agreement, the Distributor will maintain the stock as specified by the Supplier.
3. The Supplier must, at its own cost, provide the Distributor with information on advertising and promotion and any materials, information and support reasonably needed for the Distributor to carry out its duties under this Agreement. The Distributor must use for the Products only such advertising and sales matter approved by the Supplier and must display advertising materials and other signs provided by the Supplier.
4. The Supplier is entitled to participate with the Distributor in fairs and exhibitions in the Territory.

Prices and Payment

1. The prices of the Products payable by the Distributor are set out in Schedule 1 and otherwise are the prices which the Supplier can, from time to time by at least  days written notice, notify to the Distributor. Prices are exclusive of any applicable VAT and other sales taxes and duties, for which the Distributor must be liable.
2. The Products are sold on an "ex works" basis so prices are exclusive of delivery, and where delivery is provided by the Supplier, the Distributor must pay for all transport costs, including transit insurance.
3. Payment must be made no later than  days after the date of the Supplier's invoice. The Supplier can issue an invoice upon notifying the Distributor that the Products are ready for collection.

Compliance with Laws, Regulations and Insurance

1. The Supplier warrants to the Distributor that the Products will comply with any regulations in force in the Territory at the date the Supplier makes them available for collection, except to the extent that the Distributor fails to comply with its above obligations to keep the Supplier informed of the regulations.
2. The Supplier must maintain adequate product liability insurance for any Products which it supplies and must indemnify and hold harmless the Distributor against any costs, claims, expenses or losses reasonably incurred by the Distributor, arising out of claims made by customers or third parties in connection with defective Products sold by the Supplier to the Distributor.
3. The Distributor must obtain all licences, registrations, permits or approvals necessary or advisable for the import, promotion, sale and supply of the Products in the Territory. The Supplier must provide the Distributor with reasonable assistance and support (including technical advice and information) to this end.
4. The Distributor must, at its own expense, insure and keep insured to its full replacement value the Supplier's property which is at any time in the Distributor's possession, custody or control. The Distributor must maintain an adequate level of insurance in connection with its activities, including any insurances set out in Schedule 5.
5. The Distributor must indemnify and hold harmless the Supplier against any costs, claims, expenses or losses incurred by the Supplier, as a result of the Distributor, its employees or representatives, breaching any law or other regulation in force during the period of this Agreement or acting in default of a term of this Agreement.
6. The Distributor and its employees and representatives, must comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption, including the Bribery Act 2010.

Intellectual Property

1. The Distributor acknowledges that the Intellectual Property in the Products and the Supplier's business and goodwill are the Supplier's property. The Distributor can only use the Intellectual Property for the purposes of, and during, this Agreement, and only as authorised by the Supplier.
2. The Distributor must:
   1. not do, or fail to do, or authorise anyone else to do, anything which could invalidate the Intellectual Property;
   2. not use any trademarks, trade names or get-up which resemble those of the Supplier; nor alter remove, or otherwise tamper with any trademarks, trade names or get-up which would be likely to confuse or mislead the public;
   3. notify the Supplier as soon as it becomes aware of any actual, threatened or suspected infringement in the Territory of the Intellectual Property; and
   4. at the request and expense of the Supplier, take all steps during this Agreement as the Supplier reasonably requires, to assist in maintaining and enforcing in the Territory the Intellectual Property. This may include bringing or defending any court or other legal proceedings concerning Intellectual Property matters.

Confidentiality

1. Each party must at all times (a) keep confidential and not disclose to any person any Confidential Information and (b) only use such Confidential Information for the purposes of performing its obligations under this Agreement.
2. A party may disclose Confidential Information to its employees, officers, sub-contractors, representatives or advisers (Permitted Disclosees) who need to know such information for performing the party's obligations under this Agreement. That party must ensure that the Permitted Disclosees comply with the confidentiality provisions of this Agreement.

Termination

1. Either party can end this Agreement by  written notice to the other to expire at any time  .
2. Either party can end this Agreement by immediate written notice if the other party commits a material breach of this Agreement and fails to remedy it within  days after being given written notice giving full particulars of the breach and requiring it to be remedied.
3. Either party can end this Agreement by immediate written notice to the other if:
   1. that other party commits a material breach of this Agreement which is not capable of remedy;
   2. that other party is dissolved, wound up or becomes unable to pay its debts as they fall due;
   3. a receiver is appointed, of any of the property or assets of that other party;
   4. that other party makes any voluntary arrangement with its creditors or becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
   5. that other party has a bankruptcy order made against it or goes into liquidation;
   6. that other party, being an individual, dies or as a result of illness or incapacity becomes incapable of managing their own affairs; or
   7. that other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
4. The Distributor can end this Agreement if the Supplier stops producing or supplying all the Products.

Consequences of Ending

1. This Agreement's end will not affect either party's accrued rights at the end.
2. Other than as set out in this Agreement, neither party will have any further obligation to the other under this Agreement after its end.
3. On this Agreement's end, the Distributor must immediately stop:
   1. describing itself as a distributor of the Supplier; and
   2. using any trademarks, trade names and brand names of the Supplier (including on stationery, premises and vehicles).
4. The Distributor must, at its own expense within 30 days, return to the Supplier all stocks of the Products (other than any for which it has paid, or accepted orders from customers, before this Agreement's end), samples and any advertising, promotional or sales material in its possession. The Distributor must destroy any of that material as directed by the Supplier.

Circumstances Beyond the Control of the Parties

1. Neither party will be liable for any failure or delay in performing an obligation (including a delivery delay or failure) resulting from any cause beyond its reasonable control, but it must as soon as reasonably practicable notify the other party accordingly. In that case, either party can then suspend or end its obligations under this Agreement.

Entire Agreement

1. This Agreement contains the whole agreement between the parties relating to its subject matter and supersedes all prior discussions, arrangements or agreements that might have taken place about this Agreement.

General

1. The Contracts (Rights of Third Parties) Act 1999 does not apply to this Agreement and no third party will have any right to enforce or rely on any provision of this Agreement.
2. Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
3. Provisions which by their intent or terms are meant to survive the end of this Agreement, will do so.
4. If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement will not be affected.
5. Unless specifically provided by the parties, nothing in this Agreement will establish any partnership or joint venture between any of the parties, or mean that any party becomes the agent of another party, nor does this Agreement authorise any party to enter into any commitments for or on behalf of any other party.
6. Any notice (other than in legal proceedings) to be delivered under this Agreement must be in writing and delivered by pre-paid first class post to or left by hand delivery at the registered address or place of business of the notified party, sent by fax to the other party's fax number or by email to the business email address of the other party.  
      
     Notices:
   1. sent by post will be deemed to have been received, where posted from and to addresses in the United Kingdom, on the second Working Day and where posted from or to addresses outside the United Kingdom, on the tenth Working Day after the date of posting;
   2. delivered by hand will be deemed to have been received at the time the notice is left at the proper address;
   3. sent by fax will be deemed to have been received on the next Working Day after transmission;
   4. sent by email will be deemed to have been received on the next Working Day after transmission.
7. The Supplier can assign, or deal in any other manner with any of its rights under this Agreement or sub-contract all or any of its obligations under it. The Distributor cannot assign or otherwise deal with any of its rights or obligations under this Agreement, or subcontract any of its obligations under it and cannot appoint any agents or sub-distributors, without prior written consent.

Governing Law and Jurisdiction

1. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.

The parties have signed this Agreement on the day(s) and year set out below:

Revised prices will be attached to this agreement on release.

SCHEDULE 2

*Excluding VAT and other taxes and duties

The figures in column 2 above will be revised with effect from the first day of each Year (after the fifth Year) by agreement of the parties, failing which, the Target will from that day be increased or decreased by the same percentage as the percentage increase or decrease in the Index then last published over the immediately preceding twelve-month period. The "Index" means the All Items Retail Price Index as published monthly by the Office for National Statistics.