DISTRIBUTION AGREEMENT THIS AGREEMENT is made on 25/12/2016, by and between PREMIUM TOBACCO FZ LLC, with its principal place of business located at Ras Al Khaimah Free Zone, UAE, (hereinafter referred to as "Company") and DKC General Trading, Dubai. Contact # (042213720 -050 291 7698) (hereinafter referred to as "Distributor"). NOW, THEREFORE, in consideration of the promises hereinafter made by the parties hereto, the two parties agreed on the following: ARTICLE I APPOINTMENT OF DISTRIBUTORSHIP 1. Distribution Right. The Company hereby appoints and grants Distributor the exclusive and non-assignable right to sell the Product (as mentioned in Exhibit “A” only) of the Company ("AL Safwa Molasses"). The distribution right shall be limited to customers who have places of business in, and will initially use the Company's products in Iraq. 2. Prices. All prices stated are Ex-Factory the Company's offices in Ras Al Khaimah Free Zone, UAE. Prices do not include transportation costs which shall be borne by Distributor. Prices do not include federal, state or local taxes applicable to the products sold under this Agreement. An amount equal to the appropriate taxes will be added to the invoice by the Company where the Company has the legal obligation to collect such taxes. Distributor shall pay such amount to the Company unless Distributor provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority. 3. Terms. Terms are net 50 % cash upon placing the order and the remaining 50 % Cash before Loading. Distributor agrees to pay such invoices when due regardless of other scheduled deliveries. The order will be deemed okay only after receiving the 50% Advance, and once the order placed cannot be revoked until the both parties agrees. 4. Competitive Al Safwa Molasses. Distributor agrees not to represent or sell other products which are deemed to be competitive with the Company's Al Safwa Molasses unless agreed to by the Company by written notice. ARTICLE II MARKETING AND SUPPORT 1. Sales. Distributor shall use its best efforts to promote the sale and distribution of the Al Safwa Molasses and to provide adequate support, which efforts shall include the following: (a) Establishing and maintaining appropriate, attractive and accessible premises and facilities for the display and demonstration of Al Safwa Molasses; (b) Provide an adequate, trained sales and technical staff to promote the sale and support of the Al Safwa Molasses; (c) Undertake promotional campaigns and canvas prospective users to stimulate the sales of Al Safwa Molasses; 1 (d) Provide Company with forecasts every month of its probability requirements for the next six months for Al Safwa Molasses, such forecasts to be in such manner and on forms to be specified by Company and agreed to by Distributor. 2. Advertising. Company will not, upon request, assist the Distributor on advertising, sales promotion, and public relations campaigns. However company will decide in future as per resources and after meeting all legal requirements. 3. Specified Needs: Distributor will borne all the registration cost of any government authority in the territory for the Brand. Like ESMA etc. ARTICLE III DELIVERY 1. Purchase Orders. Distributor shall order Al Safwa Molasses by written notice to Company. Each order shall specify the number of units to be shipped, the type of units to be shipped including all optional features, the desired method of shipment. Company shall indicate its acceptance of such release by returning a signed copy to Distributor. Company agrees to ship units to Distributor as close as possible to the delivery schedule set forth in each order as accepted by Company, unless Company otherwise indicates in writing. Company shall not be required to honor any release which: (a) specifies a shipping date earlier than Company's then current delivery schedule for the date such release is received by Company and/or (b) specifies a quantity to be delivered in any one month within the current delivery schedule which is greater than one hundred percent (100%) of the total quantity shipped in the preceding sixty (60) day period. 2. Shipment. All shipments of Al Safwa Molasses shall be made Ex- Factory Company's plant and liability for loss or damage in transit, or thereafter, shall pass to Distributor upon Company's delivery of Al Safwa Molasses to a common carrier for shipment. Shipping dates are approximate and are based, to a great extent, on prompt receipt by Company of all necessary ordering information from Distributor. Distributor shall bear all costs of transportation and insurance and will promptly reimburse Company if Company prepays or otherwise pays for such expenses. Company shall not be in default by reason of any failure in its performance under this Agreement if such failure results from, whether directly or indirectly, fire, explosion, strike, freight embargo, Act of God or of the public enemy, war, civil disturbance, act of any government, de jure or de facto, or agency or official thereof, material or labor shortage, transportation contingencies, unusually severe weather, default of any other manufacturer or a supplier or subcontractor, quarantine, restriction, epidemic, or catastrophe, lack of timely instructions or essential information from Distributor, or otherwise arisen out of causes beyond the control of the Company. Nor shall the Company at any time be liable for any incidental, special or consequential damages. 4. Delay. Distributor may delay for a period of thirty (30) days upon giving the Company written notice at least fifteen (15) days prior to the scheduled delivery date. 5. Minimum Order Quantity: The MOQ of Product with regular Packaging is 100 MCs, and the MOQ for the Product with special packing and health warning will be 400 MCs each Flavor and Each assortment. (Each ordered quantity can be shipped in up to 4 Shipments). Keeping in mind the specified need of the HEALTH WARNING or Custom STAMPS etc., The minimum Order quantity is designed. There should be regular and continued orders from Distributor and the maximum interval between orders will be 1-2 months time period and not more than this. ARTICLE IV PROPRIETARY RIGHTS 2
