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MASTER DISTRIBUTION AGREEMENT

Distribution Agreement

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This Distribution Agreement involves

MAJESTIC SUPPLY CO INC | PRINTING COMPONENTS INC

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Title: MASTER DISTRIBUTION AGREEMENT
Date: 11/30/2007

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Exhibit 99.1

MASTER DISTRIBUTION AGREEMENT

THIS AGREEMENT is made and entered into this 26 th day of November, 2007,

BETWEEN:

MAJESTIC SUPPLY CO. INC.
a corporation amalgamated pursuant to
the laws of the Province of Ontario

(hereafter “Majestic”)

- and -

PRINTING COMPONENTS INC.
a corporation incorporated pursuant to
the laws of the State of Nevada

(hereafter the “Distributor”)

      WHEREAS the Distributor desires to obtain the right and license from the Majestic to market, sell, and distribute the Products (as hereinafter defined) in the Territory (as hereinafter defined);

      NOW THEREFORE in consideration of the amount of five dollars in lawful currency of Canada ($5.00 CDN), now paid by the Distributor to Majestic, the receipt and sufficiency of which is hereby acknowledged, the parties have agreed as follows:

1.      

Definitions: When used herein:

 
1.1      

“Empty Cartridge” means the patent pending combination empty ink cartridge and reprogrammable microchip product becoming available to Majestic in early 2008, pursuant to an exclusive Distribution Agreement with MCP Innovations Inc.

 
1.2      

“Products” means all large format digital printing ink and media products made available for sale and distribution by Majestic, from time to time, as may be published by Majestic or otherwise made available to its distributors, from time to time, excluding the Empty Cartridge.

 
1.3      

“Term” means the term of this Agreement, as specified in Article 7 below, and includes any renewals thereof, but subject to the termination provisions of Article 8 below.

 
1.4      

”Territory” means The United States of America.

 

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1.5      

“Unit” means a filled replacement ink cartridge of any type available from Majestic from time to time.

 
2.      

Appointment:

 
2.1      

Majestic hereby appoints the Distributor as a non-exclusive master distributor for the Products, in the Territory, and the Distributor hereby accepts such appointment.

 
2.2      

Provided that the Distributor meets the minimum monthly purchase volumes set out on Schedule A attached hereto (the “Minimum Monthly Volume”), Majestic covenants and agrees that it shall not appoint any other master distributors for the Products within the States of California and Nevada.

 
2.3      

Majestic agrees to sell and the Distributor agrees to purchase the Products for sale and distribution in the Territory, in accordance with the terms and conditions of this agreement.

 
2.4      

The Distributor agrees that it shall not sell any Products outside of the Territory without obtaining the prior written consent of Majestic, nor allow any of its sub- distributors to sell any Products outside of the Territory without obtaining the prior written consent of Majestic and the Distributor.

 
3.      

Sales to Distributor:

 
3.1      

The Distributor shall from time to time place orders with Majestic for such Products as the Distributor may require, from time to time, in such manner as is specified or then made available for ordering by Majestic.

 
3.2      

As and when practicable, Majestic covenants and agrees to make available a website-based online ordering and payment system for Distributor, in common with other customers and distributors of Majestic.

 
4.      

Obligations of Distributor:

 
4.1      

The Distributor shall purchase and sell the Products at its own risk of creditworthiness and be responsible for ensuring that all Products are stored and distributed in compliance with any specified handling instructions for any particular Products. Majestic shall supply the Distributor with its standard handling and storage specification sheets prior to the first shipment of any Products to the Distributor.

 
4.2      

The Distributor shall receive and distribute the Products in accordance with any applicable laws and regulations that relate to the import and distribution of the Products in the Territory or any part thereof.

 

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4.3      

The Distributor shall be entitled to sell the Products to its customers for whatever price the Distributor deems appropriate, including the establishment of any volume discount pricing for use by the Distributor, provided that the Distributor shall at all times comply with any applicable anti-trust laws that may be in effect in any jurisdiction within the Territory.

 
5.      

Obligations of Majestic:

 
5.1      

Majestic shall use its best effort to ensure that any Products ordered by the Distributor are delivered on time, in accordance with any delivery times published by Majestic from time to time and the level of shipping service requested by the Distributor.

 
5.2      

Majestic shall be responsible for ensuring the quality of the Products and their fitness for use, in accordance with the intended use specified for each Product, and for ensuring that same are properly packaged, labeled, marked, and packed for shipping to the Distributor, so as to comply with all laws and so as to avoid damage in transit.

 
5.3      

Majestic shall provide a standard product satisfaction guarantee to the Distributor that can be provided to Distributor’s customers, and Majestic shall honor such guarantee in the manner specified in same.

 
5.4      

Majestic shall be responsible for ensuring that the Products may be legally imported into The United States of America, and that same have the appropriate documentation for importing (including MSDS and TSCA compliance).

 
5.5      

Majestic shall be responsible for only direct damages, and not for lost profit, expectancy or consequential damages, incurred by the Distributor as a result of any manufacturing or packaging defects in the Products. In any case, the liability of Majestic shall be limited to the replacement cost of any defective or damaged Products, plus any associated shipping and handling costs.

 
5.7      

Majestic shall provide credit for any defective or damaged Products that are returned to Majestic by the Distributor, such credit to be applied against the next order for Products. In order to qualify for a complete refund, Majestic may from time to time establish and adopt a maximum partial usage threshold which, if exceeded, will result in Majestic being entitled to apply only a discretionary partial refund or credit.

 
6.      

Price and Payment:

 
6.1      

Provided that the Distributor meets the minimum purchase volumes set out on Schedule A attached hereto, the price for the Products shall be Majestic’s lowest published list price for its authorized master distributors, less twenty-five percent (-25%), plus any applicable refundable deposit per Unit. Should the Distributor

 

 




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fail to meet the minimum monthly purchase volumes set out on Schedule A, the price for any Products shall be as st


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