DISTRIBUTION AGREEMENT

THIS AGREEMENT is made this

 

 

BETWEEN

 

LE SHINE FOUND GROUP SDN. BHD. [Company Reg. No. 202201031876 (1477573-T)] a

company incorporated in Malaysia under the Companies Act 2016 having its registered address at Unit

B-20-12, SAVIO RIANA DUTAMAS ,NO 346,JALAN SEGAMBUT, 51200 KUALA LUMPUR W.P

KUALA LUMPUR, MALAYSIA (hereinafter referred to as "the Company" which expression shall where the context so admits include his/her/their executors, administrators and assigns) of the first part.

 

 

AND

 

YOU hereinafter referred to as "the Distributor" which expression shall where the context so admits include his/her/their executors, administrators and assigns) of the second part.

 

WHEREAS:

 

(A) The Company is a company with nature of business as follows: -

1. other business support service activities N.E.C.

2. retail sale of other food products N.E.C.

3. retail sale of any kind of product over the internet

(B) The Distributor desires to distribute the Company’s products as referred to in “Attachment 1: Products” incorporated herein by reference.

(C) The Company deems it to be the parties’ mutual best interests and has offered to appoint the Distributor as distributor of its products.

 

NOW THIS AGREEMENT WITNESETH as follows: -

1. Upon the APPROVED hereof and subject to the terms and conditions of this Agreement, the Company hereby agrees to appoint the Distributor and the Distributor accepts such appointment and agrees to act as the Company’s distributor for the Company’s products.

2. Distributor Category: ADVANCED

3. The Distributor shall pay a sum of STARTUP AMOUNT to the Company being the contributory fund (hereinafter referred to as “Contributory Fee”). ALL FUNDS REMITTED TO THE COMPANY(LE SHINE FOUND GROUP SDN. BHD.) ARE NON-REFUNDABLE.

[*delete whichever is not applicable]

4. The Distributor agrees to exercise his/her best efforts to:

a. promote and maximize the sale of and obtain orders for the Company’s products;

b. provide reasonable assistance to the Company in promotional activities of the Company in regards to the products;

c. provide reasonable “after sale” support to products purchasers;

d. abide by the Company’s policies and procedures with regards to the purchase, sale and support of the Company’s products; and

e. conduct the business in a manner that reflects favourably at all times on the Company’s products and the good name, goodwill and reputation of the Company or its affiliates.

5. The Distributor is an independent contractor and nothing contained in this Agreement shall be construed to: -

a. give the Distributor rights or claims of any type to the Company’s products, or any aspect thereof,

except such rights as are created by this Agreement;

b. constitute the parties as partners, joint venturers, co-owners or otherwise;

c. allow Distributor to create or assume any obligation on behalf of the Company for any purpose; The Distributor is not an employee of the Company and is not entitled to any employee benefits. The Distributor shall be responsible for paying all income taxes and other taxes charged to his/her on amounts earned hereunder. All financial and other obligations associated with the Distributor's business are the sole responsibility of the Distributor.

6. The Company products consist of the items or classification of items listed in “Attachment 1: Products” includes any subsequent amendments, variation or supplemental thereto and the selling price of all the products listed therein shall be as set forth in the said attachment. The Distributor shall strictly adhere to the selling price set out by the Company and in the event that the Distributor failed to do so by selling at a lower price, the Distributor shall deem to have committed a breach under this clause and clause 17 stipulated herein below shall come into force.

7. Any warranty for the products shall run directly from the Distributor to the purchaser of the products. Pursuant to any such warranty, the purchaser shall contact the Distributor directly to make arrangements for repair, return, or replacement of any allegedly defective products. The Distributor shall have sole authority to deal with customers regarding any such warrantable repairs, returns, or replacement. Upon receipt of any such warrantable products, the Distributor shall separately contact the Company to arrange for return or credit for these defective products. The decision for determination of defect and replacement or credit for these products shall be solely at the Company's discretion.

8. It is not the policy of the Company to provide or loan product samples to its Distributors. However, in the exceptional case where a product sample is provided or loaned to a Distributor, the following language shall apply: Any product samples of the products provided by the Company to the Distributor shall remain the property of the Company. The Distributor shall have full responsibility of keeping each product sample in proper operating condition during the entire time the product sample is in the possession of the Distributor. Upon written notice from the Company, The Distributor shall, within fourteen (14) days, arrange for return of each product sample to the Company in good condition less reasonable wear and tear.

9. Additional responsibilities of the Distributor: -

a. the Distributor shall bear the entire cost and expense of conducting his/her business in accordance with the terms of this Agreement;

b. the Distributor shall, at his/her own expense, vigorously promote the sale of and stimulate demand for the products by direct solicitation. In no event shall the Distributor make any representation, guarantee, or warranty concerning the products except as expressly authorized by the Company;

c. the Distributor shall diligently assist customers' personnel in using the products and shall perform such additional customer services as good salesmanship requires and as the Company may reasonably request;

d. the Distributor shall maintain and make available to the Company accurate books, and records relating to the business of the Distributor with respect to the products. The Distributor shall also maintain a record of any customer complaints regarding either the products or the Company and immediately forward to the Company the information regarding those complaints.

e. after the termination/resignation of Distributorship, the downline team members will be directly assigned to the upline. In the event where there are special circumstances, the Company has full discretion to assign the downline team members directly under the Company.

f. If the Distributor wish to quit, please utilize the credits in your account until the remaining balance is less than RM50, at which point you may apply to the company for withdrawal and account termination. All credits topped up to the wallet are non-refundable unless the remaining balance is less than RM50.

g. the Distributor must sell at the company's set pricing and are not allowed to offer discounts.

h. the Distributor are not allowed selling any company's products to the unauthorized person.

10. Additional obligations of the Company: -

a. Company shall provide the Distributor with marketing and technical information concerning the products, including samples of brochures, instructional materials, advertising literature, and other product data.

b. Company shall assist the Distributor and customers of the products in all ways deemed reasonable by the Company in the solution of any technical problems relating to the functioning and use of the products.

c. The Company will grant/reward a credit of RM 500 to individuals who report any violation of clause 9(g) of this Agreement by a Distributor. The reward is subject to the provision of evidence and its subsequent verification.

d. The Company will grant/reward a credit of RM 100 to individuals who report any Distributors for selling the Company’s products at a price lower than the predetermined selling price set out by the Company. The reward is subject to the provision of evidence and its subsequent verification.

e. The Company reserves the right to determine/decide the eligibility of Distributor for attending webinars/seminars/team building camps.

11. During the term of this Agreement, the Distributor shall have the right to indicate to the public that he/she is an authorized Distributor of the Company's products and to advertise such products under the trademarks, service marks, and trade names that the Company may adopt from time to time ("Company's Trademarks"). Nothing herein shall grant the Distributor any right, title, or interest in Company's Trademarks. At no time during the term of this Agreement or at any time thereafter shall the Distributor challenge or assist others in challenging Company's Trademarks or the registration thereof or attempt to register any trademarks, service marks, or trade name confusingly similar to those of the Company.

12. The Company recognizes that the Distributor has and will have the following information: -

business affairs; financial information; personal information; future plans; and other proprietary information (hereinafter collectively referred to as "Information") which are valuable, special and unique assets of the Company and need to be protected from improper disclosure. The Distributor promises and agrees that he/she will not at any time or in any manner, either directly or indirectly, use any Information for his/her own benefit, or divulge, disclose, or communicate in any manner any Information to any third party. The Distributor will protect the Information and treat it as strictly confidential.

13. The Distributor shall not, during the term of this Agreement, nor at any time thereafter, directly or indirectly, in public or private, in any manner or in any medium whatsoever, deprecate, impugn or otherwise make any comments, writings, remarks or other expressions that would, or could be construed to, defame the Company or either of its directors’ reputations. Nor shall the Distributor assist any other person, firm or company in so doing.

14. The Distributor shall maintain full secrecy and shall not disclose, post, mention the name, logo, photo, info and etc. of the Company’s attorney and/or legal representative and/or legal consultant on any social media and/or any medium.

15. The confidentiality provisions of this Agreement shall remain in full force and effect after the termination of this Agreement.

16. The Distributor agrees to indemnify and hold the Company harmless from any and all actions, awards, claims, losses, damages, costs and expenses attributable to the Distributor’s breach to this Agreement or to any negligent, grossly negligent, willful or unlawful acts or omissions of the Distributor.

17. The Distributor shall not terminate this Agreement or cease to be a distributor unilaterally. In the event that the Distributor in breach of any of the clause stipulated in this Agreement, the Company shall be entitled to immediate termination of this Agreement wherein the Distributor’s credit account maintained with the Company shall be froze and/or disabled. The remaining credit in the said credit account shall not be refunded. Forbye that, The Company shall demand from the Distributor a sum of RINGGIT MALAYSIA ONE HUNDRED THOUSAND (RM100,000.00) ONLY being compensation or liquidated damages for the breach of this Agreement. The Company shall also reserve its rights to commence legal proceedings against the Distributor without any further reference in which all legal expenses and cost incurred shall be borne by the Distributor.

18. Notwithstanding clause 17 hereinabove, the Company shall have the sole discretion in accessing the performance of the Distributor and making decision to terminate this Agreement wherein the Company

shall give fourteen (14) days’ prior notice of its intention to terminate this Agreement to the Distributor. The Company shall also have the sole discretion in determining whether to partial refund the Contributory Fee or to forfeit the full sum.

19. All legal fees incidental to the preparation of this Agreement shall be borne solely by the Company while the Distributor shall bear the postage and/or any other expenses incurred in relation to the execution of this Agreement by the Distributor.

20. Time shall be of the essence of this Agreement.

21. Any notice required or authorized to be given by either party under this Agreement to the other party shall be in writing and shall be sent by registered post postage prepaid addressed to the other party at the address stated in this agreement or such other address as shall be specified by the parties hereto by notice in accordance with the provisions of this clause and any such notice shall operate and be deemed to have been served at the expiration of fourteen (14) days after it is posted and in proving such service it shall be sufficient to show that the envelope containing the notice was properly addressed and posted by prepaid registered post. Such notice may also be sent by facsimile and if so sent shall be deemed to be served 24 hours after the time of transmission thereof.

22. This Agreement shall be construed according to the laws of Malaysia and the State of Kuala Lumpur and the parties hereto submit to the jurisdiction of the Courts of the State of Kuala Lumpur of competent jurisdiction.

23. If any or more of the provisions contained in this Agreement shall be deemed invalid, unlawful or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired.

24. No addition to or variation, consensual cancellation or novation of this Agreement, or of this clause, and no waiver of any right arising from this Agreement or its breach shall be of any force or effect unless reduced to writing and signed by both parties or their duly authorized representatives.

25. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

 

IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and year first above stared.

 

THE COMMON SEAL OF

LE SHINE FOUND GROUP SDN. BHD.

(“the Company”)

was by the authority of a resolution of the Board of Directors thereof hereto affixed

DIRECTOR: TEY LI SIN