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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.
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Definitions:
When
used herein:
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| 1.1
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“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.
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| 1.2
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“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.
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| 1.3
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“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.
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| 1.4
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”Territory”
means The United States of America.
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2
| 1.5
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“Unit”
means a filled replacement ink cartridge of any type available from
Majestic from time to time.
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| 2.
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Appointment:
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| 2.1
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Majestic hereby
appoints the Distributor as a non-exclusive master distributor for
the Products, in the Territory, and the Distributor hereby accepts
such appointment.
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| 2.2
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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.
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| 2.3
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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.
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| 2.4
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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.
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| 3.
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Sales to
Distributor:
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| 3.1
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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.
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| 3.2
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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.
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| 4.
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Obligations of
Distributor:
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| 4.1
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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.
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| 4.2
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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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3
| 4.3
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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.
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| 5.
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Obligations of
Majestic:
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| 5.1
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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.
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| 5.2
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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.
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| 5.3
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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.
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| 5.4
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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).
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| 5.5
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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.
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| 5.7
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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.
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| 6.
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Price and
Payment:
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| 6.1
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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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4
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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