GUARDIAN DISTRIBUTOR AGREEMENT
THIS AGREEMENT is
made as of March 14, 2008, by and between Guardian Technologies
International, Inc, having its principal office at 516 Herndon
Parkway, Suite A, Herndon, Virginia,(the "Company") and Borlas
Security Systems, Ltd., with its principal office at 9, bld.1,
Varshavskoe shosse, Moscow, Russian Federation, 117105 (the
"Distributor").
1.
Appointment of Distributor
a.
Appointment: Distributor's
Location(s)/Territory. Upon the terms and conditions of this
Agreement, the Company hereby appoints the Distributor as an
authorized non-exclusive distributor of the Company's line of
security products (the "Security Products"), and the Distributor
hereby accepts such appointment as set forth in Schedule B, with
respect to the Distributor's location(s) and within the
territory ("Territory") set forth in Schedule A attached hereto
and incorporated herein. In such capacity, the Distributor will
purchase Security Products from the Company and will devote its
continuing best efforts to the promotion and sale of such
Security Products in the Territory.
b.
Amendments to Schedule A. The parties may amend
Schedule A from time to time to add or remove Distributor
location(s) and/or modify the Distributor's Territory.
c.
Addition, Discontinuance and Modification of
Products. The Company shall have the right at any time to
introduce new Security Products, discontinue the manufacture or
sale of any of its Security Products and make changes in the
design or construction of any of such Security Products without
incurring any obligation or liability whatsoever. The Company
will give the Distributor thirty (30) days prior notice of any
discontinuance of a Security Product.
2.
Terms of Purchase
a.
Ordering of Security Products. All orders for
Security Products placed by Distributor shall be in writing or
by fax or e-mail. (A telephone request to purchase, or to modify
an existing order, shall not be considered an order unless and
until followed up in writing.) All orders shall be subject to
acceptance by the Company at Herndon, Virginia.
b.
Prices. The Distributor shall purchase Security
Products at the prices in effect at the time of order. The
Company may implement price changes at any time during the term
of this Agreement upon thirty (30) days prior written notice
thereof to Distributor. In addition to the purchase price,
Distributor shall pay to the Company the amount of all taxes,
excises or other governmental charges that the Company may be
required to pay on the sale or delivery of any Products sold and
delivered hereunder, except where the law otherwise
provides.
c.
Delivery. All products shall be shipped FOB
shipping point, with title and risk of loss passing at such
point. The shipment destination must be within the Distributor's
Territory. The Company will not ship product outside of the
Distributor's Territory unless the Company elects to do so in
certain limited situations. Any taxes, administrative or
governmental charges incurred as a result of the purchase of
Security Products are the sole responsibility of the
Distributor.
d.
Pre-Payment. The Company shall invoice the
Distributor for the Security Products and the Distributor shall
pay within ten (10) days of scheduled shipment or otherwise
specified.
e.
Warranty. The Company warrants that for a period
of one (1) year from the date of shipment to the Distributor,
the Security Products sold shall be free from defects in
workmanship and materials, and shall conform to the Company's
standard specifications for such Security Products in effect at
the time of the shipment. If defects occur within the warranty
period, the Distributor shall notify the Company immediately
and, upon confirmation by an authorized Company representative
of the defects, the Company's sole responsibility shall be to
replace the defective items. This warranty does not apply to
defects not caused by the Company (for example, accidents or
abuse while in Distributor's or customer’s possession).
The Company shall not have any liability of any kind under this
warranty unless the Distributor gives the Company notice of its
claim within thirty (30) days after the date the Distributor
knows or should know of its claim. EXCEPT AS SET FORTH HEREIN,
THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO
SECURITY PRODUCTS. THE COMPANY EXPRESSLY EXCLUDES AND DISCLAIMS
ANY IMPLIED WARRANTY OF MERCHANTABILITY AND ANY WARRANTIES OF
FITNESS FOR A PARTICULAR PURPOSE, APPLICATION OR USE. UNDER NO
CIRCUMSTANCES WILL THE COMPANY BE LIABLE FOR SPECIAL, INCIDENTAL
OR CONSEQUENTIAL DAMAGES, WHETHER SUCH DAMAGES ARE SOUGHT IN
CONTRACT, IN TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE AND
STRICT LIABILITY) OR OTHERWISE, AND THE COMPANY'S LIABILITY
SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF THE SECURITY
PRODUCTS ON WHICH SUCH LIABILITY IS BASED.
3.
Guardian Trademarks and or Other Products Resold by the
Distributor for the benefit of Guardian
The Distributor shall have the right hereunder to
represent that it is "an Authorized Distributor of Security Company
Products." Any other use by the Distributor of the trademark
"Guardian" or any other trademark owned by the Company or its
partner’s must be in a form and format approved by the
Company in advance of such usage.
4.
Promotional Materials
During the term of this Agreement, the Company
shall take reasonable action to assist the Distributor in the
Distributor's efforts to promote and sell Guardian Products,
including the provision of reasonable quantities of support
materials such as product information and sales promotional
literature.
5.
Duties of the Distributor
a.
Sales Activities. The Distributor agrees to use
its best efforts vigorously and actively to promote the sale of
Security Products in the Territory. In connection with such
efforts, the Distributor, at its sole cost and expense, shall
organize and maintain a sales force and shall maintain adequate
sales and warehouse facilities within the Territory that are
satisfactory to the Company.
b.
Storage of Inventory. The Distributor agrees to
store when necessary, Security Products in accordance with the
Company’s storage guidelines.
c.
Appropriate Use of Security Products. The
Distributor shall use its best efforts to train dealers and
contractors in its Territory as to the proper usage and
application of Security Products in accordance with Product Cut
Sheets, supplied by the Company from time to time to the
Distributor.
d.
Spare Parts Inventory Levels. The Distributor
agrees to maintain an inventory, to be determined, for
maintenance repair services to adequately serve the needs of the
customers.
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e.
Advertising. Each printed advertisement, flyer,
handbill, television spot, radio script, telephone pages
listing, webpage or any other advertising or promotional
material bearing or using the trademark or trade name "Guardian"
or pertaining to Security Products must be approved by the
Company in writing prior to its use by the Distributor. Such
approval will not be unreasonably withheld or delayed.
f.
Reputation. The Distributor shall continually
maintain to the satisfaction of the Company a general reputation
for honesty, integrity and good credit standing and shall
maintain the highest quality standards.
g.
Competing Products. With respect to each
Distributor location set forth on Schedule A, the Distributor
shall notify the Company directly if the Distributor intends to,
promote, advertise, manufacture, market, distribute or sell
security or associated security products, which competes with
Security Products.
h.
Compliance With Law. The Distributor shall
comply with all laws, ordinances and regulations, both state and
federal, applicable to the Distributor's business.
i.
Expenses. The Distributor shall pay and
discharge, and the Company shall have no obligation to pay for,
any expenses or costs of any kind or nature incurred by the
Distributor in connection with its distribution function
hereunder, including, without limitation, any expenses or costs
involved in marketing Security Products.
j.
Monthly Reports. Within fifteen (15) days after
the end of each calendar month, the Distributor shall submit a
report to the Company setting forth a rolling 12 month forecast.
The Company shall provide the format of such report to the
Distributor.
6.
Duties of the Company
a.
Company agrees not to represent or sell other
hardware products which are deemed to be competitive with the
Distributor’s product offering unless the Company provides
written notice of intent with the Distributor.
b.
Company
