DISTRIBUTORSHIP

AGREEMENT

THIS AGREEMENT is made on the .day of BETWEEN whose Post Office Box Number is Nairobi (hereinafter referred to as "the Company") of the one part and of Post Office Box Number Nairobi, (hereinafter referred to as "the Distributor") of the other part. DEFINATIONS 1. In this agreement The Goods' means the products Schedule to this agreement. described in the lst

'The territory' means any place in the Republic of Kenya. "The Price" means the price of the goods for the time being in Schedule II to this agreement. COMMENCEMENT AND TERM OF AGREEMENT 2. This agreement shall commence on the day of and (subject to the right of termination contained in it) shall remain in force until terminated by not less than months prior to written notice by either party to the other (taking effect not earlier than years from the date of commencement).

APPOINTMENT 3. The company grants to the Distributor a (an exclusive) right to purchase the goods from the company for resale in the Territory.

DISTRIBUTOR'S OBLIGATIONS 4.0. The distributor shall 4.1. Keep in good and saleable condition a comprehenisve stock of the goods to the value of not less than Kshs. 100,000.00 nett.

4.2. Purchase the goods in accordance with the company's ordering procedure and conditions of sale from time to time in force. Terms of credit shall be strictly 30 days from the date of the statement. 4.3. Use its best endeavours to promote and extend the sale of the goods throughout the territory to all customers and work diligently to obtain order for them (and in particular achieve any sales target which the company specifies). 4.4. Not to engage or be interested either directly or indirectly as principal agent partner director or employee in the production sale or advertisement of goods of any descriptionor kind similar to or competitive with the Goods and more specifically on type of shock absorber, struct of insert without obtaining the previous consent in writing of the company. 4.5. Disclose the company immediately in the making of this agreement particulars of all selling agencies in which the distributor is engaged or interested either directly or indirectly as principal, agent, partner director or employee and from time to time disclose promptly to the company particulars of all further similar agreements in which the Distributor so becomes engaged or interested. 4.6. Not sell any goods to any person whom it knows or has reason to beleive intends to resell them outside the Territory. 4.7. Advertise the Goods in accordance with the Company's requirements and co-operate in any advertising or publicity campaigns mounted by the company. 4.8. Not to advertise the Goods except by means of materials supplied or approved by the company. 4.9. Not to make any promises representations warranties or guarantees with reference to the Goods except such as are consistent with the company's conditions of sale. 4.10.Keep full and proper books of accounts and records showing clearly all visits inquiries transactions and proceedings relating to the distributorship and to keep those books and records separate from those telating to matters not relating to the distributorship. 4.11.Allow the authorised officers of the company at all

reasonable times to have access to and to inspect its books and records relating to the distributorship and on demand to supply copies to the company. 4.12.Supply such reports returns and other information as the company from time to time requests including sales forecasts and information with regard to products competing with or likely to compete with the Goods in the Territory. 4.13.Take part in meetings with representatives of the company at such times and places as the company requires it being recorded that at the date of this agreement such meetings are scheduled to take place for up to . 4.14.Visit customers at such intervals as the company requires and within days of each contract by telephone or wisit with a customer furnish a report of it to the company in such form as the company requires.

4.15.Bring promptly to the notice of the company any information received by it which is likely to be of use of benefit to the company in relation to the marketing of goods. 4.16.In all correspondence and dealings, relating to the sale of the Goods clearly indicate that it is acting as a principal. 4.17.Defray all expenses distributorship. of and incidental to the

4.18.Not at any time whether during or after the term of this agreement divulge or use any unpublished technical information deriving from the company or any other information in relation to the company's aggairs or business or method of carrying on business. 4.19.Not directly or indirectly as principal agent partner director or employee during the period of one year after the determination of this agreement for any reason whatsoever solicit business for goods which are likely to be competitive with the goods from the customers of the company with whom the distributor has dealt as distributor for the company during the period of this agreement. 4.20.Not purchase goods of the same or similar type to the goods or competitive with them from any other source other than the company.

4.21.Provide a prompt and efficient sales and repair service to purchasers of the goods. 4.22.Sell the goods in the same condition as they are received by it and not deface or alter the goods or their packaging remove or modify any labels instructions trade marks or identifying isignia applied to or furnished in connection with the goods or affix to the goods or their packaging any labels or signs not previously approved in writing by the company. 4.23.Not in any way at all during or after the termination of the agreement make any use of or claim any right in any name logo trade mark pattern or design owned by the company or any name logo trade mark pattern or design resembling them. 4.24.Not to sell the goods under any trade mark or name other than as specified by the company. THE COMPANY'S OBLIGATION 5.0. The company shall 5.1. Not sell the goods to any person other than the distributor in the Territory or to any person outside the Territory whom it knows or has reason to beleive intends to re sell the goods in the Territory. 5.2. Notify the distributor promptly every time it comes to its notice that sales of the goods are being made in the Territory by persons other than the distributor or purchasers from the distributors and shall take all such steps (including litigation as are necessary to prevent such sales) or (as it considers reasonable) to protect the rights granted to the distributor). 5.3. Refer to the distributor all enquiries about the goods received by it from sources in the Territory. 5.4. (Use its best endeavours to) supply to the distributor such reasonable and adequate supplies of catalogued goods (being not less than units in any continuous period of 12 months) and parts for them as are ordered by the distributor from time to time at the company's current list prices on the company's conditions of sale from time to time in force and advised in writing. 5.5. Maintain at all times an adequate stock of spare parts for

supply to purchasers of the goods from the distributor and provide such after sales service as is appropriate having regard to the company's conditions of sale. 5.6. Issue with each item of the goods a guarantee in favour of its purchasers in the form set out in the Schedule III. 5.7. Arrange that all goods ordered by the distributor are dispatched by road or rail carriage paid to the distributors' warehouse as directed by the distributor. 5.8. Warrant that the sale and the use of the goods does not constitute an infringment of any patent copyright registered design or other rights of any other person. 5.9. At its own expense supply the distributor with such information samples photographs price lists catalogues and advertising and other material (which shall at all times remain the property of the company) as it considers sufficient with a view to assisting and encouraging the promotion by the distributor of the sales of the goods. 5.10.Make available from time to time to the distributor or representatives such instruction and training as company considers necessary to advice and assist distributor in the provision of an efficient sales repair service at no extra charge. its the the and

5.11.(If the distributor has complied with all its obligations under this agreement) from time to time at the company's option replace or give credit for any goods which have been in the distributors stock for longer that (6) months since the date of its purchase from the company (or at the end of each complete period of months give credit for any goods returned to it up to a value (at the company's invoice prices) not exceeding (10%) of the value of the distributors purchases from the company during that period of months. RIGHTS RESERVED TO THE COMPANY 6.0. The company reserves to itself the rights notwithstanding anything to the contrary contained in this agreement or elsewhere provided. 6.1. To quote or supply directly or indirectly to any purchaser or potential purchaser of the goods. 6.2. To vary the prices for the goods and to vary its

conditions of sale at any time. 6.3. To make changes in the design production or finish of any goods or discontinue their manufacture and 6.4. To specify from time to time sales targets for goods or particular types of goods. TERMINATION 7.1. Without prejudice to any other remedies the company may have against the distributor the company shall have the right at any time by giving notice in writing to the distributor to suspend the performance of or terminate all or any of its obligations and the distributor's rights under this agreement immediately in any of the following events :7.1.1If the distrbutor commits a breach of any of the terms of this agreement 7.1.2If the distributor dies becomes bankrupt or insolvent compunds with his creditors or takes or suffers any similar action in consequence of debt or goes into liquidation voluntary or compulsory. 7.1.3If from any cause the distributor is prevented from performing its duties under this agreement for a continious period of months or for a total of in any period of calendar months. 7.1.4If the distributor is guilty of any conduct which in the reasonable opinion of the company is prejudicial to the company's interests. 7.1.5If the distributor purports to assign the burden benefits or charge the benefits of this agreement. or

7.1.6If there is any material change in the identity of the management executives directors shareholders or partners of the distributor. 7.1.7If there is any material change in capital or premises of the distributor. the constitution

CONSEQUENCES OF TERMINATION 8.1. The distributor shall immediately remove from its premises all signs relating to the goods and to being a distributor in the goods shall discontinue any previously permitted use of any trade mark name or logo of the company and shall cease all forms of advertising in connection with the goods. 8.2. The company shall be entitled to repurchase all or any of the goods to the distributor in respect of which delivery has not then been made without any liability on the part of the company or the distributor with regard to any undelivered goods. 8.3. The company shall be entitled to re purchase all or any of the distributors unsold stock of the goods upon allowing to the distributor against any liability of the distributor to the company credit for the repurchased goods at the prices originally invoiced less any deduction for any damage or deterioration of the goods (including fair wear and tear) and any expenses incurred by the company in the handliang carriage insurance or resale of the goods. 8.4. The distributor shall at its expense promptly return to the company or otherwise dispose of as the company directs all samples photographs price lists, catalogues and advertising or other material or documents of whatever kind prepared by or supplied to the distributor in connection with the distributorship. 8.5.0The expiration or earlier termination of this agreement shall not affect 8.5.1Such of its provisions as are expressed to operate or have effect thereafter and 8.5.2Any right of action already accrued to the company in respect of any breach of this agreement or any contract for the purchase of goods by the distributor. 8.6. Any continued sale of the goods by the company or the distributor shall not be construed as a continuation of this agreement. 8.7. Save as above expressly provided the distributor shall on the termination of this agreement have no right to any compensation for goodwill customers, profit expenses or for any other loss or damage arising as a result of the

expiration or termination of this agreement for any other cause. ENTIRE UNDERSTANDING AND VARIATION 9. This agreement embodies the entire understanding of the parties in respect of the matters contained or referred to in it and there are no promises terms conditions or obligations oral or written express or implied other than those contained in this agreement. 10. No variation or amendment of this agreement or oral promise or committment related to it shall be valid unless committed to writing and signed by or on behalf of both parties.

WAIVER 11. The waiver by the company of any breach of any term of this agreement shall not prevent the subsequent enforcement of that term and shall not be deemed as a waiver of any subsequent breach.

LAW AND CONSTRUCTION 12. The agreement shall be governed by Kenyan Law and the distributor consents to the exlusives jurisdiction of the Kenyan Courts in all matters regarding the agreement except to the extent that the company invokes the jurisdiction of the courts of any other country.

NOTICES 13. Any notice to be given under the agreement shall be in writing and telexed sent by facsimile transmission or forwarded by first class prepaid registered letter post to the receiving party at its business address as last notified in writing to the other party and shall be deemed to have been given on the date of the telex or facsimile transmission or on the day following that on which the notice was posted.

IN WITNESS whereof the parties hereto have set their respective seals the day and year first hereinbefore written. SIGNED SEALED AND DELIVERED ) by the said ROMAGECO (K) ) LIMITED in the presence of :- ) ) ) DIRECTOR )

DIRECTOR SIGNED SEALED AND DELIVERED by the said DELTA KENYA LIMITED in the presence of

DIRECTOR

DIRECTOR

) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) )

Ist Schedule 1. Description of the goods. 65 Series. 67 Series. 2nd Schedule 2. Price of goods to distribute (to be amended in writing) as at date of Agreement 65 Series - Kshs.1,680.00 per Shock Absorber Less 20% 67 Series - Kshs. 2,200.00 per Shock Absorber " " 3rd Schedule Conditions of Warranty. 1. 2. 3. 20,000 kilometers or one years guarantee. The company to have the final say in all guarantee claims. At time of fitting, date of purchase and all mileages must be recorded.