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SALE AND PURCHASE AGREEMENT

THIS AGREEMENT is made on ..


Between
.a pharmaceutical company incorporated in Indonesia and having its
registered address .., Jl. ., , Indonesia
(hereinafter referred to as Seller) of the one part, AND
.. a company incorporated and having its registered address at
, .., (hereinafter referred to as Buyer) of the other part.
WHEREAS :
The Seller is the sole manufacturer of the Products described in Schedule A hereto as may
from time to time be included by agreement between the parties (hereinafter referred to as
Products) and is lawfully authorized to sell and distribute appoint others to sell and
distribute the Products.
The Buyer wishes to sale and distribute the Products in the whole Vietnam (hereinafter
referred to as Territory) and the Principal hereby agrees to appoint the Buyer to sale
and distribute the Products.
Therefore Seller and Buyer hereby agree to enter into the Sale and Purchase Agreement
with following terms and conditions :
ARTICLE 1 : OBJECT OF CONTRACT
1.1. Seller hereby appoints Buyer as the distributor in Territory for Product from
the date that this Contract becomes effective. Lists of Product and the price of
Product will be mutually agreed at the particular time by Product
Confirmation.
1.2. Seller herewith grants to Buyer a non-exclusive right and obligation for the Territory
to sale, marketing and distribute the Product.
1.3. Buyer shall not to sale, distribute or supply the Products, either directly or indirectly,
legally or i-legally outside the Territory.
ARTICLE 2 : REGISTRATION
1.1. Seller shall assist, to support, participate, fully cooperate and to supply to the Buyer
all the necessary documents for registration of the products to the Ministry of Health
of Vietnam and Buyer is responsible for completing procedures, applying for import
license from Vietnam State Functional Agencies and registering for circulating the
products in Vietnam market under the Law of Vietnam on behalf of Seller.

1.2. Buyer should provide to Seller proof of registration document receipt from Ministry
of Health of Vietnam as proof that Buyer proceed the registration.
1.3. Seller shall support 50 % of totally costs to Buyer for applying for licenses,
registering products, postage, product prescription in Vietnam and will be paid by
Seller to Buyer after the first order place to Seller and counted from the first down
payment of such order.
1.4. Buyer should give all of registration document released by Ministry of Health of
Vietnam to Seller.
1.5. If one party terminated this Agreement before certificate of registration released by
Ministry of Health of Vietnam, that party shall compensate the cost raised during
registration process to the other party.
ARTICLE 3 : CONFIDENTIALITY
3.1 Buyer ensure the secret of all materials provided by Seller for product registration and
shall be only allowed to use these materials to registering only. In case that 1 (one)
year after receiving full document from Seller Buyer has not yet finished registration
for circulation of Products, Buyer must return these materials to Seller.
3.2 The Buyer hereby undertakes that it treats all information disclosed by the Seller as
strictly secret and confidential and shall not at any time during the term, as well as for
a period of 3 (three) years after the termination of this Agreement, to divulge or allow
to be divulged to any person other than the employee or servants or agents of the
Buyer any confidential information relating to the Products. The Buyer shall return to
the Seller all such confidential information upon termination of this Agreement.
ARTICLE 4 : ADVERTISING AND PROMOTION
4.1.

Buyer shall use its best efforts in the marketing development, promotion, create a
demand of sale of the Products in the Territory and Seller shall provide adequate
marketing support to the Buyer for promoting sales of Products, building up
distribution levels and Territory coverage.

4.2.

Upon written request, Seller supply to the Buyer reasonable quantities of such
advertising and promotional material as the Seller may have on hand.

4.3.

Seller may credit to the Buyers account the amount of the payment for all
approved promotional and advertising expenses for which the Seller has agreed in
advance to be responsible, and which the Buyer shall have paid during the term of
this Agreement, subject to receipt of acceptable evidence of the payment of such
expenses.

4.4.

Buyer shall promote the Products so as to keep all customers and potential
customers informed of the application, quality and use of the said Products.

4.5.

Buyer shall maintain regular contact with the customers and keep the Seller
informed and up to date with any information relating to the Products.

4.6.

Buyer shall not to issue or display or authorize the issue or display of any
advertisements promotional materials relating to the Products within the Territory
without the Sellers prior written approval.

4.7.

Buyer shall ensure that promotional materials and the literature (if any) printed by
the Seller or the Buyer conform with applicable advertising codes of the Territory.

ARTICLE 5 : ORDER AND DELIVERY OF PRODUCTS


5.1. Buyer is authorized to order each Product in the first transaction after the registration
certificate of such Product issued from Ministry of Health of Vietnam.
5.2. Delivery of the Products shall be reflected by the dates specified in the sales
confirmation or performance invoice.
5.3. Without Prejudice to the foregoing the Seller shall not be liable in any way for any
loss of trade or profit occurring to the Buyer in the event of delivery of the Products
being frustrated or delayed for any reason beyond the control of the Seller.
5.4. In case of any defect of Product, Seller shall be entitled to replace the respective
Product free of charge. If the Seller is not prepared or not able to replace the
respective Product, Buyer shall be entitled to claim for a reduction of amount of
invoice or the cancellation of the respective contract of sale with subsequent return
of Product and payment therefore.
5.5. All claims of Buyer of damages shall be limited to the invoice value of the shipment which
has actually caused the damage. All claims of Buyer based on defects of Product shall
become statute-barred 1 (one) month from the date of Bill of Lading.
ARTICLE 6 : PRICES, COMMISION, EXPENSES AND PAYMENT
6.1. The price at which the Products are invoiced are based on ... price as
specified at the date of the order requested by the Buyer.
6.2. The quoted price where applicable would include the territorys sales tax as required
by law. All costs incurred in the payment of duty or tax shall be borne by the Buyer.
6.3. The prices of Products can be varied by an increase or decrease of value subject to
the discretion of the Seller. Such increased or decreased of value shall be discussed

and notified by the Seller at least 6 (six) year before the new price value takes
effect.
6.4. Seller and Buyer may increase or decrease the prices notified to the Buyer at any
time if such increase or decrease is caused by the Government legislation, taxation
changes or fluctuations in rates of exchange.
6.5. Currency unit shall be United State Dollars (USD), the basis rate of exchange
agreed is 1 USD = 16.000 VND.
In case of the fluctuation of rate of exchange is superior than 10%, the prices must
be readjusted.
6.6. Commissions or Marketing fees used locally for marketing and promotional
actions must be transfer in integrality to Buyer by Seller described in Schedule C.
6.7. Except as provided elsewhere in this Agreement as the parties may otherwise
expressly agree in writing from time, Buyer is to bear the entire cost and expense of
the Buyers performance of this Agreement. In no event shall Seller be liable for
any expenses incurred by Buyer unless Seller has specifically agreed, in writing, to
pay such expenses.
ARTICLE 7 : SALE, MARKETING AND DISTRIBUTE PRODUCT BY BUYER
7.1.

Buyer shall sell the Products in the same condition as that in which it receives
them and not to alter or remove or tamper with them or any markings or name plates
or indications of the source of the source of origin on them or any packaging supplied
by the Seller.

7.2.

Nothing in this Agreement shall constitute or be deemed to constitute a


partnership between either of the parties hereto and neither of them shall have any
authority to bind the other in any way nor shall this Agreement constitute any party
the agent of the other party hereto.

7.3.Unless caused by wilful misconduct, Seller shall not be liable out of or in connection with
the sale, supply and promote of Product or any individual contract of sale entered into
under this Agreement for damages suffered by Buyer and caused by a culpable breach of
any obligation (of any kind whatsoever) by Buyer; in particular (but not limited to) this
exclusion of liability shall apply to any breach of contractual or pre-contractual duties or
obligations and respective contractual and pre-contractual claims and to claims based on
tort.
7.4.

The Product to be imported by Distributor should not entered legal or illegal


to Indonesia.

ARTICLE 8 : WARRANTY AND LIMITATION OF LIABILITY

8.1. Seller shall be responsible for providing Products to Distributor in accordance with
the samples registered at Ministry of Health of Vietnam.
8.2. Seller shall not be responsible for quality deterioration as the result of stock,
preservation not conforming with instructions on the product labels.
8.3. The Seller warrants the Products are in accordance with its standard term and
condition of sale or as may be modified by the Seller from time to time. The
Buyer will make no representation or warranties with respect to the Product
except as expressly authorized by the Seller.
8.4. The Buyer will assume full responsibility for claims arising as a result of
unauthorized warranties or representations made by the Buyer and will defend,
indemnify the Seller from any and all claims, demands, suits or liability arising
out of any acts or omission of Buyer, its employees, agents and representatives.
8.5. Each individual executing this Agreement on behalf of a party hereto represents and
warrants that he has been fully empowered by such party to execute this
Agreement and that all necessary action to authorize execution of this Agreement
by him has been taken by such party.
ARTICLE 9 : PATENTS, COPYRIGHTS AND TRADEMARKS.
9.1. Seller hereby obliges to ensure compliance with all applicable laws associated with
patents, copyrights and trademark and to indemnify Buyer against any damages in
respect of any alleged infringement.
9.2.

Buyer hereby acknowledges the Seller ownership of patents, copyrights and


trademark of the Products and shall use it within the terms of the Agreement.

9.3.

Seller authorizes Buyer to use the Sellers trademark on and in connection with
the sale of Products in the Territory.

9.4.

Buyer shall not alter, remove or tamper with the trademarks, packages or other
means of identification of the Products save as may be allowed after consulting with
the Seller.

9.5.

Buyer shall not to cause or permit anything which may damage or endanger or
prejudice the Sellers right to use the intellectual property and to consult with the
Buyer in the event that any of the intellectual property is damaged or endangered or
prejudiced for any reason whatsoever.

ARTICLE 10 : FORCE MAJEURE


10.1.

Neither party hereto shall be under any liability to the other party in any way
whatsoever for failure to perform any term herein due to any cause arising out of

war, rebellion, civil commotion, strike, lock-outs and industrial disputes, fire,
explosion, earthquake, Act of God, flood, drought or the requisitioning or other
act by any government department, council or other constituted body.
10.2

If either party is unable to perform as a direct result of the effect of any of the
foregoing reasons, that party shall forthwith give written notice to the other of the
inability which sets out full detail of the reason in question. The operation of this
Agreement shall be suspended during the period (and only during the period) in
which the reason continues. Forthwith upon the reason ceasing to exist the party
relying on it shall give written notice to the other of this fact. If the reason
continues for a period of more than fourteen (14) days and substantially affect the
commercial intention of this Agreement, the party not claiming relief under this
clause shall have the right to terminate this Agreement upon giving thirty (30)
days written notice to the other party.

ARTICLE 11 : TERM AND TERMINATION


11.1. This contract is valid within 3 years from the date of signing the contract by
both parties. After this 3 years, the contract shall be renewed by mutually
agreed by both party 3 months prior.
11.2. Each party have the right to terminate unilaterally the contract before the
duration specified in above article 11.1 by informing the other party in writing
within 60 days prior to the date of requesting contract termination .The party
receiving request must answer in writing within 30 days from the date of
receiving that request.
11.3. The party which terminate this agreement shall compensate the other party
USD 20.000 (United State dollars twenty thousand).
11.4. All terms and conditions of this contract have compulsory validity to be
implemented by both parties. Nevertheless, term of contract termination shall
not affect payment by both parties after the contract have become null and
void.
11.5.This Agreement may be terminated forthwith by notice in writing on the occurrence
of any of the following events:
11.3.1. By either party if the other party materially breaches any of the terms of
conditions of this Agreement and has failed to rectify such breach within 30
days of receiving written notice of the same from the first party;
11.3.2. If Buyer not to purchase any order within 1 (one) year from the date of
Product Registration number issued by Ministry of Health of Yemen.
11.3.3. In the event if:

default be made in payment of any monies payable under the


provisions of this Agreement; or

If after 1 (one) year from the date of signing the contract, Buyer has
not yet finished registration for circulation of Products; or

If after 1 (one) year from the date of certificate registration issued,


Buyer did not order the Products; or

if the other party ceases or threatens to cease to carry on its business;


or

if a bankruptcy notice in respect of either party is presented to; or

if a petition shall be presented or an order be made or a resolution be


passed for winding up of either party or one of the party enters into
liquidation whether compulsorily or voluntarily (otherwise than for the
purpose of genuine amalgamation and reconstruction); or

if distress or execution or other process of a court of competent


jurisdiction be levied upon or issued or threatened to be levied or
issued against any properties of the Seller or the Buyer; or

if the either party commit any act of bankruptcy or any act which, if
committed by an individual, would have amounted to an act of
bankruptcy; or

if the management of either party is displaced or the conduct of the


business of that party is curtailed by any seizure, vesting or
intervention by or under the authority of a government or
governmental body; or

10 if there is any substantial change in the management or control or


shareholding or ownership (beneficial or otherwise) of either party
which would affect directly or indirectly the business transaction
between the parties;
Then in such event the either party may have a right to terminate the other by
giving thirty (30) days prior written notice.
11.5.Upon termination of this Agreement, Seller shall have the right, to repurchase
some or all of the Products to other buyers in Territory.
ARTICLE 12 : FORM AND LANGUAGE

11.1. All the documents including but not limited notices, notifications, request,
demands, consent, approvals, agreements or other communications agreed
and signed by both parties must be made in English and be handed over to
correspondence recipient of two parties or transferred by fax (having
confirmation of receiving fax via post) or sent by registered letter using the
addresses of the following receivers:
Seler :

PT. Bernofarm Pharmaceutical Company


J3-J4 Area Kompleks Harmoni Building
Jl. Suryopranoto
Jakarta 10130
Indonesia
Recipient: Mr Hartoko sarwono
Phone number: 62-21-6318949
Fax number : 62-21-6318948
Email: marketing@bernofarm.com

Buyer :

NGUYET ANH CO.,LTD.


102 P AN DUONG VUONG STREET
WARD 9, DISTRICT 5
HO CHI MINH CITY
VIETNAM

11.2. In case that there are changes in address and recipient, the parties must inform
in writing.
ARTICLE 13 :ASSIGNMENT
The Buyer shall not be entitled to assign any of its rights or duties under this
Agreement without the prior written consent of the Seller. The Principal shall be
entitled to assign its rights and interests hereunder to such person as it shall deem
fit and shall give notice of such assignment to the Buyer.
ARTICLE 14 : SEVERABILITY
If any of the provisions of this Agreement becomes invalid, illegal or
unenforceable in any respect under any Indonesian or Vietnam law the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
ARTICLE 15 : GOVERNING LAW AND ARBITRATION
12.1. This Agreement shall be governed by and construed according to the laws of
the Indonesia;

12.2. All disputes arising out of or in connection with this Agreement or any
contract of sale entered into there under shall be settled amicably by mutual
negotiations. If an amicable settlement is not possible, all disputes arising out
of or in connection with this Agreement or any contract of sale entered into
there under shall be finally settled in accordance with the Arbitration Rules
of the Indonesian National Board of Arbitration (BANI). The place of
arbitration is Jakarta, Indonesia. The arbitral tribunal consists of 3 (three)
arbitrators. The language of the arbitral proceedings is English.
ARTICLE 16 :GENERAL
16.1. All appendices, schedules and annexure to this Agreement and its recitals shall form
part of this Agreement.
16.2.

Any supplements, amendments thereto must be made in writing agreed and


signed by both parties.

16.3.

Any problems arising during the performance duration of this contract shall
be discussed and settled by the two parties on the basis of fair cooperation for
the mutual benefits and made in writing and signed by both parties.

This contract is made in 2 (two) copies in English and have the same legal validity.
The undersigned parties commit to implement strictly the above mentioned agreements.
IN WITNESS WHEREOF the parties hereto have signed this Agreement.

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