Exhibit
10.1
SALES
DISTRIBUTION AGREEMENT
This marketing and
retail sales distribution agreement (the "Agreement") is made by
and between Artmex SP J ("Artmex") and/or assigns (the
"Assigns") to market and distribute the products
listed in Attachment A hereto (the "Products"),
and Designer Export, Inc ("Designer"),
collectively the "Parties", on this 24th of June, 2009.
Whereas, Designer
is a distributor of high end men’s and women’s
clothing, of which a non-exclusive list is provided in Attachment
A, and Artmex, and its Assigns are in the business of
marketing and distributing items to the
General Public, the Parties agree as follows:
1.
A.
Designer agrees to supply the Products and fill
Artmex's written orders for Products in a timely manner, and in any
event will use its best efforts to fill placed orders within a
period of thirty days (30) days or less following receipt of any
written order.
B.
Artmex or Assigns has two options to pay for Products
released by Designer to Artmex under this Agreement: by wire
transfer prior to product shipment; by sending a check/money order.
If Artmex decides to pay by check/money order, then Designer will
apply a certain amount of days before shipping to have the
check/money order cleared.
2.
Product cost in this
agreement will be determined according to Attachment A. Designer is
entitled to make reasonable adjustment(s) to the price of the
products; discounts can also be negotiated. Artmex will pay
shipping, unless other arrangements have been made.
3.
Term. This
agreement will run in perpetuity, unless terminated by either of
the Parties.
4.
Termination. Termination
of this Agreement may be commenced upon thirty (30) days written
Notice. Termination will be effective sixty days
(60) days following the date that Notice
of termination is received by the
non-terminating Party. Artmex or Assigns will
be permitted to sell, market, and
distributes all Products (that have been ordered from
Designer, or are in the possession of Artmex or Assigns at
termination).
5.
Nature of the
Relationship. This Agreement is non-exclusive with respect to
Designer's existing and future distribution channel. However,
Designer agrees not to sell, market or distribute the Products
directly to the General Public, absent effective termination
of this Agreement. The General Public includes primarily
retail consumers who purchase the Products
primarily for individual family,
work, or household purposes; however, this
restriction shall not prohibit
Designer from distributing the Products to any
third Party who may then attempt to sell, market, or
distribute to the Products to the General
Public.
6.
Artmex is allowed to
sell to retail stores under the following conditions: Designer
needs to be informed of the retailer with full name and address to
whom Artmex plans to sell. Designer will then have the right to
refuse. Should Designer allow Artmex to sell to the nam
