DISTRIBUTION AGREEMENT
This Agreement
is entered into as of May 19, 2009 by and between Macron
International Group Ltd. ("Macron"), a Hong Kong
corporation and Diversified Holdings International Distributors
Ltd., a Nevada corporation ("Distributor").
In
consideration of the mutual covenants herein, the parties hereby
agree as follows:
1. Products and
Consideration.
The products of
Macron subject to this Agreement ("Products") are those now or in
the future manufactured by Macron. These Products may be
changed from time to time by Macron giving Distributor not less
than (30) days prior notice of any such changes.
As
consideration for the rights to sell the Products under this
Agreement, Distributor shall pay to pay the sum of $50,000 cash
upon execution of this Agreement to Diversified Holdings
International Ltd., a Delaware corporation (“DHI –
DE”), parent company of Macron. Distributor shall
have the option to pay this sum in 11,013,500 shares of common
stock to be issued directly to all shareholders of DHI – DE,
one share of common stock of Distributor for each share of common
stock of DHI – DE owned by each shareholder as set forth on
Exhibit 1.2. Distributor shall file a registration
statement for all of such shares except those owned by officers,
directors and affiliates, for which only a portion as mutually
agreed shall be registered, with the SEC on Form S-1 as soon as
practical after the execution of this agreement and shall us its
best efforts to have the registration statement declared effective
as soon as practical.
2. Territory.
The Territory
covered by this Agreement ("Territory") is worldwide.
3. Distribution Appointment and
Distributor's Responsibilities.
3.1 Authorized
Distributor.
During the term of
this Agreement, Distributor shall be Macron's exclusive authorized
distributor solely within the Territory for the sale of Products to
customers ("customers").
3.2 Sales.
Distributor shall
use its best efforts fully and actively to promote, maintain and
increase sales of the Products in the Territory.
3.3 Promotional
Activities.
Distributor shall
establish and maintain a sales organization which in the opinion of
Macron is adequately qualified and trained.
3.4 Promotional Distributor
Materials.
Distributor shall
not give a customer any warranty for the Products other than as set
forth in Section 6, unless otherwise agreed by
Macron. Distributor shall obtain prior written approval
from Macron prior to distribution of any promotional
material.
3.5 Service.
Macron shall
maintain a technically qualified service capability and use its
best efforts to service and maintain all Products in the
Territory. Macron shall issue credit for or replace the
part in Distributor's inventory upon receipt of a complete report
on the failure and, at Macron's reasonable request, return of the
failed part. Distributor shall provide Macron reports of
Distributor's service activities, in such form and at such times as
Macron may reasonably request.
3.6 Customs and Freight
Charges.
Distributor shall
perform all functions to clear Products through customs.
3.7 Customer Complaints.
Distributor shall
notify Macron immediately of any complaints or problems concerning
the Products or any misuse of the Products.
3.8
Notification of Infringement.
Distributor shall
notify Macron immediately of any actual, suspected or alleged
infringement of Macron patents, trademarks or copyrights that it
becomes aware of in the Territory.
3.9 Competitive
Products.
Without Macron's
prior written consent. Distributor shall not distribute
or sell any products competitive with or similar to Products and/or
services relating thereto.
3.10 Government
Authorizations.
Distributor shall
obtain and continue to maintain in good standing all licenses,
permits and other governmental approvals and/or
authorizations required in connection with this Agreement and the
sale of Products in the Territory, including without limitation,
import licenses and foreign exchange
permits. Distributor shall keep Macron apprised of the
status of such licenses, permits and
approvals/authorizations.
3.16
Expenses.
Except as
otherwise specifically provided in this Agreement, Distributor
shall pay its own expenses in carrying out its obligations under
this Agreement.
4 Macron's
Responsibilities
4.1 Assistance.
Macron shall make
available a reasonable supply of sales literature, including
catalogues, data sheets, brochures and similar materialand furnish
reasonable sales technical assistance from time to time,
including sales and service training of Distributor's
employees. Payment of the costs for such training shall
be mutually agreed upon.
4.2 Inquiries.
Macron shall
promptly forward to Distributor all Product inquiries received from
customers within the Territory during the term of this
Agreement.
5. Order Acceptance, Delivery
terms and Payments
5.1 Orders.
Orders by
Distributor are subject to acceptance by Macron at such facility as
Macron may from time to time determine. All orders shall
be accepted subject to the terms and conditions of Macron's then
current terms and conditions of sale unless otherwise provided in
this Agreement. Such order terms may be changed by
Macron at any time, but no such change shall have any effect on
orders already accepted by Macron.
Purchase orders
must be addressed to Macron. The provisions of this
Agreement shall supersede any provisions contained in Distributor's
purchase orders and any other communications from Distributor
and/or its
