Exhibit 10.25
TITANIUM DIOXIDE PRODUCTS AND
TITANIUM CHEMICALS
DISTRIBUTION AGREEMENT
This
Agreement is made as
of January 1, 2005 between each entity listed as
a "Seller" on Schedule 1 attached hereto
(each a "Seller" and
collectively the
"Sellers") and each entity listed as a "Distributor" on Schedule 2 (each a
"Distributor" and collectively the
"Distributors").
RECITALS
Seller manufactures and/or sells Titanium Dioxide Products and Titanium
Chemicals ("Products").
Distributor desires to purchase Products and to engage in the business of
marketing and promoting sales of Products
in the territory (the "Territory") set
forth under Distributor's name in Schedule
3; and
Pursuant to the terms of this Agreement, Distributor desires to purchase
Products from Seller for resale and Seller
desires to authorize
Distributor to
purchase Products for resale in the
Territory;
NOW, THEREFORE, in consideration of the mutual covenants set forth in this
Agreement, the parties agree as
follows:
1. Grant. Seller appoints Distributor as a distributor in the Territory
to
sell
Products and solicit purchases of Products in the Territory.
Distributor
may act as a
distributor of Products outside of the Territory
with prior
written consent from
Seller. Seller may
sell Products
inside
Distributor's
Territory with prior written consent from Distributor.
2. Acceptance. Distributor hereby accepts appointment as the Seller's
Distributor
in the Territory and
agrees to use best efforts to sell in the
Territory
Products of Seller and
to promote the sales of Seller's Products
in the
Territory.
3. Facilities, Equipment, Personnel. Distributor shall obtain, use,
maintain
and provide
adequate equipment, facilities and personnel to perform its
functions under
this Agreement and shall make them available to Seller upon
request from
Seller and at no cost to Seller.
4. Samples and Information.
Distributor shall use
its best efforts to provide
purchasers and
prospective purchasers of Products all information, samples
and materials
concerning
Products that such
purchasers
and prospective
purchasers
request and that Seller makes available and provides to
Distributor for
such purposes.
Seller shall
make available at its own expense to Distributor, samples of
Products,
technical or sales information, brochures, advertising,
labeling
and other
materials that Seller deems appropriate to enable Distributor to
promote the sale
of, and obtain orders for Products.
5. Collections, Credit, Complaints. Distributor shall, without additional
compensation
other than what is provided for in this Agreement, send
invoices to and
make collections from customers for all Products purchased
hereunder.
Seller shall fully
cooperate with Distributor in all collection
activities,
but Distributor shall have the sole responsibility for
collections.
Distributor shall
conduct collections in
its own name and at
its own expense.
Distributor also shall be responsible for obtaining credit
information from
customers and establishing customer accounts.
6. Bad Debts. Distributor shall bear the entire risk for
uncollected
funds
from
customers.
7. Expenses. Except as otherwise expressly set forth herein, all expenses
incurred
by Distributor pursuant to this Agreement shall be for
Distributor's
account without
compensation or reimbursement to Distributor
by Seller.
Distributor
shall incur no
expenses for the
account of Seller
without the
prior written consent of Seller.
8. Customer Complaints. Distributor shall handle customer
complaints related
to the Product
and shall provide Seller with specific details regarding the
nature of the
complaints and
remedies taken or any additional action that
may be required
by the Seller for the resolution of the complaints.
9. Delivery. Passage of title shall take place at Seller's
dock. Seller is
responsible for
all transportation and related charges, including local and
other
applicable
taxes arising from shipment to the first warehouse
(Distributor's
or customer's
warehouse). All
transportation
and related
charges
arising from shipment
beyond the first
warehouse shall be paid by
Distributor.
10. Pricing. Distributor's purchase price for Products acquired from Seller
(the "Price")
shall be the average realized market price of the Products to
all customers
(after discounts and
rebates) less the deductions as defined
on Schedule 4 attached hereto. The Price shall be calculated quarterly
based on prior
quarter actual net sales prices and shall be effective
on
the first (1st)
accounting
day of the second
month following
the end of
each quarter.
The Distributor is responsible
for all price
negotiations
with the
customer.
11. Currency and Exchange Rate. Sales of Products will be
denominated in the
currency of the
Distributor.
12. Payment Terms. Distributor shall pay the Price
due to Seller hereunder net
15 days from
month end for Products
purchased by Distributor and delivered
to Distributor or Customer during such month. Distributor may offset
amounts due to
Seller through the Kronos netting system.
13. Product Warranties. Seller warrants that at the time of delivery to
Distributor,
the Products
shall conform in all material
respects to the
specifications
for such Products published by Seller. Seller further
warrants that it
will convey to Distributor good title to the Products free
from any lawful
encumbrance. Seller MAKES NO WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A
PARTICULAR
USE, NOR IS THERE ANY OTHER
EXPRESS OR IMPLIED
WARRANTY.
14. Returns and Adjustments. In the
event of a breach of the warranty set forth
herein,
Seller and
Distributor
shall negotiate in
good faith to reach an
equitable Product replacement or
Price adjustment.
15. Product Allocation. Distributor receives all customer orders and places
such orders with
Seller. Seller ma
