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