How to Become Our Distributor?
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*Please note: We refrain from shipping samples or orders to countries with existing distributors. If your country is not on the shipping list, proceed with the purchase and select “contact me” during payment. We will promptly forward your order and company information to an appropriate distributor. Feel free to reach out to our distributor directly here.
Dear Valued Customer,
Thank you for applying to become our country distributor. Your interest is highly valued. Should you have any questions, please don’t hesitate to reach out via email at email@example.com or through direct contact.
To proceed, we kindly request essential information from you to facilitate the creation of an exclusive contract. This information is vital for accurately addressing local inquiries, ensuring seamless communication, and optimizing our collaboration efficiently.
We sincerely appreciate your attention to this matter and look forward to a prosperous partnership.
Need some sparkle light for your business plan? Feel free to edit the business template here.
Exclusive Distributor Agreement
This Exclusive Distributor Agreement (the “Agreement”) is made and entered into this _____day of _____, _______ (the “Effective Date”) by and between:
- Moletech International Technology Limited, a Corporation duly organized and existing under the laws of the Taiwan, having its registered office at 2F., No.1-31, Kuojian Rd., Qianzhen Dist., Kaohsiung City 806, Taiwan (R.O.C.) (hereinafter referred to as “Moletech”); and
- _________, a partnership firm duly organized and existing under the laws of India, having its registered office at ______________________________________________________________________. (hereinafter referred to as “Distributor”).
WHEREAS, Moletech is engaged in the business of design, manufacture and sale of Greentech Fuel Saving Device (Products); andWHEREAS, Moletech desires to appoint Distributor and Distributor desires to accept appointment, as an Exclusive Distributor of Moletech’s products within a defined area as set forth herein. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, Moletech and the Distributor agree as follows
1. The Exclusive License
(1) Moletech shall grant to Distributor the sole and exclusive license to market, distribute, and sell Moletech’s Greentech Fuel Saving Device Products (Model G10A-20L, G10A, G10, G11, D10, D11, and D21) and use Moletech’s name and trademark within the Territory;
(2) The Territory shall be defined as ______;
(3) Distributor’s exclusive license shall commence upon the Effective Date of this Agreement and be in full force and effect for a period of 1 (one) year thereafter;
(4) Should the cumulative sales objectives set forth in Article 4 be met or exceeded by Distributor, the parties to this agreement shall mutually agree on a minimal annual sales goals and unit volume goals extension term for the Territory for the following 1 (one) year. The exclusive license granted to Distributor by Moletech shall continue in full force and effect during those years.
2. Distributor Business Plan
Distributor agrees that it shall primarily engage in the following works:
(1) Pursuant to the exclusive license referred to in Article 1, Distributor will market, promote and distribute and sell Moletech Products independently developed by Moletech. All of these sales will be included in the calculation of Distributor’s sales goals as specified in Article 4.
(2) The grant of the exclusive license and distribution rights to Distributor shall be subject to Distributor’s achieving one hundred percent (100%) of the annual Sales Goals stated in Article 4 and the payment schedule in Exhibit (B). In the event that Distributor fails to achieve the said Sales Goals by schedule, In the event that Distributor is unable to place the annual order with thirty (30) days from the Effective Date, achieve the annual Sales Goals targets in Article 4(1) or the payment schedule in Exhibit (B), this Agreement shall automatically terminate pursuant to Article 13(1) of this Agreement.
3. The right for the name of “Moletech”
(1) The parties acknowledge that Distributor is to promote and sell Moletech’s products in the Territory, and the use of the brand name “Greentech” in connection with the sale of the Products is by consent of Moletech. All rights in the name of “Greentech” belong to Moletech, although Distributor is authorized to use the brand name “Greentech” during the term of the exclusive license.
- In the event that Distributor fails to comply with or perform this Agreement with Moletech, resulting in Moletech’s termination of the distribution relationship, or where the Agreement is jointly terminated by the parties, then Moletech shall obtain the exclusive right to use of Distributor’s company name if Distributor is using Moletech’s brand name “Greentech” in it, in which case Distributor shall not continue to use its company name by means of dissolution or transfer the company name to Moletech, nor incorporate any companies with names that are identical to or similar with “Moletech”s company name or the “Greentech” brand, or any other names that may mislead the public to believe they are related to Moletech or “Greentech”.
4. Distributor’s Sales Goals
(1) Distributor agrees to place the initial order in Exhibit (B) at the amount of $_____________ USD to effective the contract within thirty (30) days from the Effective Date within the Territory of the products developed by Moletech:
|Purchase Goals (US dollars)||2022.01.01 – 2022.12.31||2023.01.01 – 2023.12.31|
Annual Order Amount
$ for example 627,512.00
$ for example 627,512.00
(2) In the event that Distributor is unable to place the annual order with ten (10) days from the Effective Date, unable to achieve the annual Sales Goals targets in Article 4(1) or the payment schedule in Exhibit (B), this Agreement shall automatically terminate pursuant to Article 13(1) of this Agreement.
5. Distributor’s Pricing of Moletech Products
6. Terms of Sales
All sales of Moletech’s Products to Distributor shall be made pursuant to this Agreement at such prices and on such terms, as Moletech shall establish from time to time with thirty (30) days written notice. All prices are Exwork, unless otherwise stated in this Agreement. Risk of loss due to damage or destruction of Moletech’s Products shall be the responsibility of the Distributor after delivery to the carrier for shipment. Moletech will select the shipper unless Distributor requests a reasonable alternative. All orders are subject to acceptance by Moletech. Except as otherwise expressly agreed by Moletech in advance, this Agreement shall control all aspects of the dealings between the parties with respect to the Moletech’s Products and any additional or different terms in any Distributor order are hereby rejected unless the parties specifically agree to them in advance of shipment and mutually sign another agreement to that effect.
7. Terms of Payment
(1) Moletech requires payment of a non-refundable deposit in the amount of 30% of the purchase price for all orders. Complete payment of the non-refundable deposit is due within ten (10) business days after the Distributor receives the initial Performa invoice from Moletech.
(2) The balance of the total purchase price, including any applicable fees and costs (the “total purchase price”), is due prior to the shipment. Moletech will not, under any circumstances, accept partial payment for shipment of a whole or partial order.
(3) The Distributor is responsible for payment of shipping costs, customs fees and any additional fees relating to shipment. To the extent that the transactions under this Agreement are subject to any sales, use, value added or any other taxes, payment of these taxes, if any, is Distributor’s responsibility.
(4) As addressed in further detail below, all Products are the exclusive property of Moletech until full payment is received by Moletech.
(5) Payment should be by the means of wire transfer (T/T) or LC at sight from Distributor to the bank account name and number indicated in Exhibit (C) BANK DETAIL.
(6) Orders shall not be cancelled by the Distributor after payment of the non-refundable deposit.
(7) The Distributor shall adhere to the deadline set for payment of the total purchase price. If the Distributor believes that it will not be able to adhere to that deadline, it will inform Moletech of that belief immediately. If the Distributor is not able to complete payment of the total purchase price within fifteen (15) days after the agreed date of shipment, Moletech reserves the right to:
- cancel all or part of the order(s) at issue;
- sell all or part of the order at issue to another purchaser; and
- retain the non-refundable deposit relating to the transaction.
In such a case, regardless of any mitigation of damages to Moletech, the Distributor will reimburse Moletech for its costs of production, including but not limited to the costs of labour and any consequential costs relating to or arising out of the transaction or Moletech’s attempts to mitigate its losses.
8. Distributor’s Responsibility
(1) Distributor must use their best endeavors to:
- promote the sale of Moletech products in the Territory;
- preserve and enhance the goodwill and reputation of Moletech, the brand name of Moletech” and the Products;
- act in a manner which the Distributor reasonably consider to be most beneficial to Moletech’s interests;
- maintain proper business premises and facilities from which Distributor distributes the Moletech products;
- obtain all applicable business licenses, consents and authorizations necessary to lawfully distribute the Moletech products in the Territory.
- Distributor shall use their best efforts to promote and distribute within the Territory the products referred to in Article 1 above, and to achieve the Sales Goals stipulated in Article 4.
9. Distributor Reporting and Disclosure
(1) Distributor will provide to Moletech once every month during the Term a report regarding its performance under this Agreement in the form required by Moletech which sets out, among other things:
- the quantity, description and price of the Moletech Products ordered by Distributor during the reporting period; Distributor shall provide Moletech with the said product report by the 5th day of the subsequent month without delay.
- the quantity and description of Moletech Products sold by Distributor during the reporting period;
- an Order forecast for Moletech product every quarter; and
- any other reasonable and necessary information required by Moletech.
(2) Distributor also must provide to Moletech a plan regarding the distribution and sales of the Moletech products once every 12 calendar months during the Term, with the first business plan being due within thirty (30) days after the Effective Date of this Agreement. Each plan must be in a reasonable form and contain such reasonable information as is required by Moletech
10. Intellectual Property Rights (IPRs)
1) ‘Intellectual Property Rights’ (“IPRs”) means copyright, trademark, design and patent rights; trade, business or company names (including the Trade Marks); domain names; any right to have confidential information kept confidential; other proprietary rights; or any rights to registration of such rights existing anywhere in the world, whether created before, on or after the date of this Agreement.
(2) During the Term of this Agreement, Moletech grants Distributor an exclusive, non-transferable, royalty-free license in the use of Moletech’s IPRs in the Products and associated Product advertising material and promotional events, provided that Distributor complies with Moletech’s directions and guidelines in respect of its use of Moletech’s IPRs and gets Moletech’s prior written consent. Distributor further agrees that, if any of such IPRs is granted by Moletech’s prior written consent, Distributor shall terminate using such IPRs after the Agreement is terminated.
(3) During the term of the Agreement, IPRs independently developed by Distributor shall belong to Distributor, provided that Distributor agrees to grant Moletech an exclusive, non-transferable, royalty-free license in respect of such intellectual property rights outside of the Territory.
(4) During the term of the Agreement, Moletech grants Distributor an exclusive right to use Moletech’s IPRs in the Products and associated Product advertising material and promotional events, provided that Distributor complies with Moletech’s directions and guidelines in respect of its use of Moletech’s IPRs.
(5) Distributor and its shareholders, directors and officers acknowledge that IPRs in respect of the Products of Moletech are owned and licensed by Moletech, and that no other party acquires any interest in it other than as expressly set out in this Agreement.
(6) Distributor and its shareholders, directors and officers must not (both during the Term and after the termination or expiration of this Agreement) apply for registration as a trade mark, domain name, business or company name of any word or logo that is the same as or substantially or deceptively similar to any of the Trade Marks without the prior written consent from Moletech.
(1) Distributor must keep adequate Records of any materials with respect to the Products in sufficient detail to enable the performance of Distributor under this Agreement to be verified by Moletech.
(2) Moletech or its authorized representatives may inspect and conduct an audit of the Records at any time during the term of this Agreement. Distributor agrees to permit Moletech or its authorized representatives to enter onto the premises where Records are held for the purposes of inspecting and conducting an audit of the Records. Any such audit will be conducted at Moletech’s cost.
12. Non-Compete Clause
(1) During the Term of the Agreement and last for five (5) years from the date of termination of this Agreement, Distributor must not manufacture, distribute or sell in the Territory any non-Moletech products which compete with Moletech Products or promote, distribute or act as agent for products of Moletech’s competitors without Moletech’s prior written consent.
(1) Moletech may terminate this Agreement by giving notice to Distributor if Distributor has material breaches of its obligations under this Agreement and fails to remedy the breach within thirty (30) days after receiving notice requiring it to do so.
(2) Moletech may terminate this Agreement with a three (3) days notice to the Distributor if any of the following occurs:
a. Distributor disposes of its assets, operations or business;
b. Distributor ceases to be able to pay its debts as they become due;
c. Distributor ceases to carry on business;
d. Distributor fails to achieve the Sales Goal as described in Article 4 or the payment schedule
indicated in Exhibit (B);
e. any step is taken by a mortgage to enter into possession or dispose of the
whole or any part of its assets or business;
f. any step is taken to appoint a receiver, a receiver and manager, a trustee in bankruptcy, a liquidator, a provisional liquidator or other like person of the whole or any part of its assets or business of Distributor.
(3) Termination of this Agreement does not affect the accrued rights or remedies of either party.
Distributor agrees that it shall indemnify, defend, and hold harmless Moletech from and against any and all claims, losses, judgments, liabilities, penalties, taxes, and expenses, including reasonable attorney fees, court or arbitration fees, which Moletech may suffer or for which it may be held liable for arising out of or resulting from, directly or indirectly, in whole or in part, any acts or omissions attributable to Distributor, its subcontractors, officers, employees or other persons designated by it for the performance of its obligations under this Agreement. In addition to the foregoing, in any claim or proceeding between the Parties arising from or in relation to this Agreement, the prevailing party shall be entitled to recover its reasonable costs against the losing party, including but not limited to attorneys’ fees, traveling expenses to be paid to witnesses and experts, expert report costs and investigation cost, if any.
15. Miscellaneous Provisions
(1) Entire Agreement. This Agreement hereto constitutes the entire agreement and understanding of the Parties with respect to the subject matter herein and supersedes all previous oral and written understandings, agreements, negotiations, and commitments between the Parties with respect thereto.
(2) Severability. If any portion of this Agreement is held to be invalid, void or unenforceable for any reason, the remaining provisions of this Agreement shall be given full force and effect.
(3) Non-Amendment. No amendment of this Agreement hereto shall be valid or binding in any manner, except by mutual consent and signed in writing by duly authorized representatives of the Parties.
(4) Non-Assignment. Distributor shall not assign, transfer or otherwise dispose of in whole or in part any of its rights, benefits or/and obligations under this Agreement to any third party without the prior written consent of Moletech. Any purported assignment without Moletech’s consent is void and shall constitute a material breach.
(5) Headings. The headings in this Agreement are for purpose of convenience only, and they are not intended to be a material part of the Agreement.
(6) Languages. This Agreement may be executed in English and Chinese versions, any discrepancies between the English and Chinese, the English shall prevail.
(7) Notices. Whenever under this Agreement written notice is required or permitted to be given by one party to the other, such notice shall be considered to have been sufficiently give if personally delivered, mailed by certified mail, return receipt request and postage prepaid, or transmitted by a carrier that tracks delivery to such party at the following details, or such other address and/or other details as shall be furnished in writhing by either party:
Attention: Kao-Hao Chang
Office: 2F., No.1-31, Kuojian Rd., Qianzhen Dist., Kaohsiung City 806, Taiwan (R.O.C.)
Tel/Fax: +886-7-333-0111/ +886-986-850-886
Company: _____________________Attention: _____________________TIN: _____________
Mail Box: __________
Area Code: ____________
(8). Application Law. The parties agree this Agreement shall be governed by and construed under the laws and regulations of the State of California.
(9) Settlement of Dispute and Jurisdiction. Both parties agree to do their best to settle amicably any conflict, dispute, or claim arising out of or in relation to this Agreement. The courts located in the State of California have non-exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement. The Parties agree that the courts located in the State of California are an appropriate and convenient venue to litigate any disputes and accordingly waive any argument that such courts lack jurisdiction or that the forum is not convenient. Distributor consents to the personal and subject matter jurisdiction of such courts.
(10) No Waiver. The failure of a party at any time to require full or partial performance of any provision of this Agreement does not affect in any way the full right of that party to require that performance subsequently. The waiver by any party of a breach of a provision of this Agreement is not deemed a waiver of all or part of that provision or of any other provision or of the right of that party to avail itself of its rights subsequently. Any waiver of a breach of this Agreement must be in writing signed by the party granting the waiver, and is effective only to the extent specifically set out in that waiver.
(11) No Partnership. Nothing in this Agreement is intended or shall be deemed to constitute a partnership, agency, employer-employee or joint venture relationship between the parties.
(12) Fax Execution. This Agreement may be executed in one or more counterparts, and by facsimile transmission, each copy of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the date first written above
EXHIBIT B PAYMENT SCHEDULE
First Payment Schedule
|1st Year Order Schedule||Time Table||% of Total||Currency||Amount Due||Order Due Date|
Initial order (First Season)
(02.20 to 03. 31)
Note: Moletech may terminate this Agreement with a three (3) days’ notice to the Distributor if Distributor fails to achieve the Sales Goal as described in Article 4 or the payment schedule indicated in Exhibit (B)
EXHIBIT C BANK DETAIL
Beneficiary A/C Name: MOLETECH INTERNATIONAL TECHNOLOGY LIMITED
Beneficiary A/C NO: _________________________________
SWIFT Code: TACBTWTP352
Bank Address: NO.11-2., CHENGGONG 2ND RD., CIANJHEN DISTRICT,
KAOHSIUNG, TAIWAN 806