Distribution Agreement Terms and Conditions

Definitions

“Products” means the brands, grades and types of lubricating oils, greases and compounds to be supplied to the Key Distributor by TOTAL.

“Year” the period of twelve (12) months from the Commencement Date and each consecutive period of twelve (12) months thereafter during the period of the Agreement.

THE PARTIES AGREE THAT:

  1. TOTAL hereby appoints the Key Distributor to be distributor for the sale and distribution of the Products and the Key Distributor agrees to act as distributor for the Term (as defined below).
  1. The Key Distributor is an independent distributor and not an agent of TOTAL. It shall not be entitled to any type of commission on sales, or compensation for goodwill generated. Nothing in this Agreement shall constitute the Key Distributor as TOTAL's agent for any purpose whatsoever and in no circumstances shall the Key Distributor so describe or represent itself as such by words or conduct. Furthermore nothing in this Agreement shall create, or be deemed to create, a partnership between the Parties. However, for marketing purposes only, the Key Distributor shall be entitled to call itself a “Distributor Partner” of TOTAL. For the avoidance of doubt, the Key Distributor shall only be permitted to use this moniker for marketing purposes as agreed between the Parties and shall not infer to any third-party that the Parties are in formal partnership.
  2. TOTAL undertakes to provide the Key Distributor with marketing support by way of monies paid into a fund (in accordance with Clause 4 below) (the Fund). The Fund is to be used by the Key Distributor for the sole purpose of improving awareness of the Products. The Key Distributor must use all of the Fund within each calendar year. Any amount left in the Fund at the end of each calendar year shall be the property of TOTAL.
  3. TOTAL will pay in to the Fund £1.25p/litre for every litre of the Annual Target Volume for each calendar year. Should the Key Distributor exceed the Annual Target Volume, TOTAL shall continue to pay £1.25p/litre into the Fund for every litre sold over the Annual Target Volume, such additional amount to be paid into the Fund and used by the Key Distributor only as „accrued‟ and not in advance of any anticipated accrual. At the end of each calendar year, if the Key Distributor has not reached the Annual Target Volume, TOTAL will submit an invoice to the Key Distributor for £1.25p/litre of the difference between the total volume ordered in that calendar year and the Annual Target Volume (being the amount of „overspend‟ by the Key Distributor from the Fund).
  4. This Agreement shall come into effect on the Commencement Date and shall continue in force for one (1) Year (the Term). This Agreement shall, subject to earlier termination by either party on providing three (3) months written notice of the same, terminate automatically without notice at the end of the Term unless extended by both Parties in writing. For the avoidance of doubt, in no circumstances shall this Agreement last for more than five (5) years.
  5. This Agreement shall be governed by English law in every particular including formation and interpretation. The Parties submit to the exclusive jurisdiction of the English courts to resolve any dispute arising hereunder.