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Distributorship Agreement

                         

This  Agreement is made and entered into as of  the 1st day of November, 2026, (hereinafter called “Effective Date”) by and between, United Inc., a corporation duly organized and existing under the laws of The United Kingdom of Great Britain and Northern Ireland (hereinafter called “United Kingdom”) and having its principal office at Room 3007, Heng Tai House, Fu Heng Estate, Tai Po, N.T. London 123-456 United Kingdom (hereinafter called “Company”) and Japan Co., Ltd., a corporation duly organized and existing under the laws of Japan and having its principal office at 10-27 Honami-cho, Suita-shi, Osaka 564-0042 Japan (hereinafter called  “Distributor”).   

 

WITNESSETH:

 

WHEREAS, Company is, in United Kingdom, a manufacturer and supplier of various type of apparel products such as dresses, tops, bottoms, outerwear, bags, which are defined in the next Article;

 

WHEREAS, Company desires to sell its products to the customers in  Japan; and

 

WHEREAS, Distributor desires to render Company services in Japan as non-exclusive distributor for the sales of Company’s products under the terms and conditions hereinafter provided.

 

NOW, THEREFORE, in consideration of the mutual promises, covenants and undertakings contained herein, the parties hereto have agreed and do hereby agree as follows:

 

 

Article 1. Definitions

 

1.  The term “Products” shall mean the following products.

(1)Products for Women (Brand name: ABC)

        dresses, tops (shirts, blouses, T shirts, knitwear), bottoms (pants, skirts,

        overalls), outerwear, bags and small articles

(2) Products for Men (Brand name: XYZ)

         tops (shirts, T shirts, knitwear), bottoms (pants, overalls), outerwear,

         bags and small articles

 

2.  The term “Territory” shall mean Japan where Distributor may distribute Products under
     the terms and conditions herein.

3.  The term “Customers” shall mean any customers who purchase or are likely to purchase       Products in Territory such as retailers, wholesalers and end-consumers.

 

 

Article 2. Appointment

 

1.  Company hereby appoints Distributor as its non-exclusive distributor of Products in
    Territory subject to the terms and conditions herein, and Distributor hereby accepts such      appointment. Provided, however, that the aforesaid appointment shall not grant or
    transfer any right, title or interest in Products to Distributor.  Notwithstanding
    the foregoing appointment, Company itself may sell Products to Customers directly in
    Territory.

2.  Subject to the mutual consultations and written consent between the parties, Company
     and Distributors may add and change the item of Products.

 

Article 3. Relationship

 

The relationship between Company and Distributor shall be that of a seller and a purchaser. Distributor is an independent contractor and is not the legal representative or agent of
Company for any purpose whatsoever.

 

 

Article 4. Distributorship

 

1.  Distributor may use any means for the purpose of distribution of Products in Territory
    such as sales promotional activities, establishing its own sales outlets, sales on
    its websites or social network services, appointing its sub-distributors or using
     crowd-funding.

2.  Distributor shall sell Products only in Territory and shall not sell Products outside
    Territory.  Also, Distributor shall not sell Products to any third parties in Territory which
     intend to export or sell Products outside Territory.

3.  In the event that Company receives any inquiry or order for Products from Customers
     in Territory, Company shall give a notice and pass the business to Distributor.

4.  In the event that Company learns that Products sold outside Territory has been or will
    be delivered into Territory for resale or otherwise, Company shall immediately notify
     Distributor the detailed information thereof.

 

 

Article 5. Individual Contract

 

1.  Company and Distributor shall conclude individual contract in Distributor’s purchase
    order (hereinafter called “Purchase Order”) and Company’s order acceptance
    (hereinafter called “Order Acceptance”) to be exchanged between the parties in the
    form of attached file sent by email, which shall set forth terms and conditions
    including, but not limited to, name of Products, quantity, unit and total price, delivery
   date and place, terms and conditions of payment, cost burden of freight charge and
    other necessary information (hereinafter collectively called “Individual Contract”).

2.  Individual Contract shall come into effect when Company accepts Purchase Order
    by issuing Order Acceptance signed and sent by e-mail in the form of attached file. 
    Company shall use its best efforts to accept Purchase Order issued.  If Company does
    not accept Purchase Order issued, Company shall send a written notice of
    non-acceptance to Distributor by e-mail within five (5) days from the date of
    the said Purchase Order issued. Unless any Company’s notice of non-acceptance is
    provided in the aforesaid manner, Company shall be deemed to have agreed to and
    accepted the terms and conditions set forth in the said Purchase Order issued and
    Individual Contract shall come into effect.

3.  The terms and conditions of this Agreement shall govern Individual Contract.
     If terms and conditions of Individual Contract are inconsistent or conflict with
     the provisions of this Agreement, the provisions of this Agreement shall prevail.

 

Article 6. Delivery

 

Any and all Products sold hereunder shall be delivered from Company to Distributor on the basis of CIF Osaka.

 

 

Article 7. Inspection

 

1.  Upon the receipt of Products, Distributor shall carry out inspection of such Products
     immediately (hereinafter called “Inspection”).

2.  In case of discrepancy, shortage or excess of Products found as a result of Inspection,
    Company shall, pursuant to Distributor’s notice and direction, take necessary steps at
    its expense and Distributor may claim Company the damages thereof.

3.  In the event that  Distributor finds defect of Products in terms of quality or function
    which is considered to be ascribed to the responsibility of Company as a result of
    Inspection, Distributor shall give Company a written notice of claim within
    three (3) days from the date of Distributor’s receipt of Products and, upon the receipt
    of the aforesaid notice, Company shall replace the defective Products at its responsibility
    and expense by the deadline to be specified by Distributor or shall refund the amount of
    price for Products paid by Distributor.  Distributor may return or dispose of the defective
    Products at Company’s expense subject to the prior consultations and consent in writing
    between the parties hereto.

4.  Unless any notice is given as provided in the foregoing Paragraph, Distributor shall be
    deemed to have accepted such Products and to have waived all claims for discrepancies,
    defects or damages thereof.

 

 

Article 8. Title and Risk

 

Risk of loss for Products purchased by Distributor shall transfer from Company to
Distributor pursuant to the trade terms specified in Article 6 (i.e. CIF Osaka).
Provided, however, that Company may reserve the title thereof until the full payment for
purchase price for Products is made hereunder.

 

 

 

Article 9. Payment

 

Pursuant to the terms and conditions of payment agreed in Individual Contract, Distributor
shall remit the amount of price of Products to the bank account designated by Company by telegraphic transfer in  pounds (£).  The remittance cost to be incurred shall be borne by
Distributor.

 

 

Article 10. Expenses

 

Unless otherwise agreed in writing between the parties, Distributor shall bear any and all
expenses and disbursement such as communication, traveling, exhibition and other
expenses incurred in connection with the sales of Products.  In addition, Distributor
shall, at its cost, maintain office, sales staff and other necessary facilities for
the performance of the obligation of Distributor.

 

 

Article 11. Sales Assistance

 

With reference to Products, Company shall, at no charge, render Distributor image data, flyers, novelties and other necessary tools and information, which are required for the sales promotion of Products in Territory (hereinafter collectively called “Sales Promotion Tools”).  

 

 

Article 12. Technical Instruction and advice by Company

 

Upon the request of Distributor, Company shall, at no charge, provide Distributor with
technical instruction and advice by using  email or other suitable systems in respect of
technical matters of Products such as handling of complaints and indemnifications
during warranty period of Products delivered to Customers.

 

 

Article 13.  After Sales Service

 

1.  Distributor shall perform after sales services such as management of inquiry and
     claim from Customers in respect of Products sold and replacement of defective
     Products.

2.  Distributor may inquire Company about Products in case that it is difficult for Distributor
     to handle the particular inquiry or claim in respect of Products from Customers.

 

 

Article 14. Use of Trademark, Trade name and Logo mark

 

Distributor may use trademarks, trade names and logo marks of Company free of charge
only on Distributor’s websites, social networking services, catalogs, flyers, banners,
novelties, business cards and other sales promotional materials, and only in connection
with the sales of Products in Territory.

 

 

Article 15. Purchase Target

 

1.  Distributor shall purchase at least twenty thousand (20,000) items of Products during
     the initial term of this Agreement  (hereinafter called “Purchase Target”).

2.  If Distributor fails to attain Purchase Target prior to the first expiration date of this
    Agreement, Company shall have an option not to renew this Agreement or to convert
    the exclusive distributorship herein granted to non-exclusive distributorship basis by
    so notifying in writing Distributor.

3.  With reference to Distributor’s purchase target of Products and penalty in the case of
     Distributor’s failure to attain the same for any extended term of this Agreement,
     Company and Distributor shall have consultations therefor and agree in writing not
     later than thirty (30) days prior to the expiration of the initial term or any extended
     term of this Agreement.

 

 

Article 16. Restraint of Competition

 

Distributor shall not, during the term of this Agreement or any extension thereof, distribute
any competitive or similar products to Products in Territory.  

 

 

Article 17. Intellectual Property Rights

 

1.  Distributor acknowledges that all trade names, trademarks, logo marks, patents,
    designs, copyrights, know-how and other intellectual property rights used or embodied
    in connection with Products are the exclusive properties of Company (hereinafter
    collectively called “Company’s Intellectual Property Rights”), and shall not use
    Company’s Intellectual Property Rights without prior written consent of Company. 
    Also, Distributor shall not dispute Company’s Intellectual Property Rights for any reason
    whatsoever.

 2. Distributor hereby agrees to advise Company immediately after Distributor becomes
     aware that any Company’s Intellectual Property Rights are attacked or infringed upon
     by any third parties. In the case of aforesaid attack or infringement, Distributor shall
     cooperate with and aid Company for the defense proceedings at Distributor’s cost,
     and Company shall retain all rights to control the direction of any action thereof.

 

 

Article 18. Confidential Information

 

1.  Neither Company nor Distributor shall disclose to third parties any information,
    which is confidential and proprietary in nature of the other party, acquired through
    this Agreement or Individual Contract (hereinafter called “Confidential Information”).
    Confidential Information includes, but not limited to, trade secrets, know-how,
    inventions, techniques, processes, programs, schematics, data, customer lists,
   financial information, and sales and marketing plans.  The parties hereto agree that
   Confidential Information shall not be disclosed to any third parties and not be used,
   modified, copied, adapted for any purpose whatsoever other than the purposes
   specified in this Agreement without the written consent of the disclosing party.  
   Notwithstanding the above, neither Company nor Distributor shall have any obligation
   to keep confidential with respect to Confidential Information that:

 

     (1) is rightfully obtained or will be obtained from a third party under no obligation
          of confidentiality; or

     (2) is independently developed by the receiving party without Confidential
           Information; or

     (3) is already known to or possessed by the receiving party prior to the disclosure
           of Confidential Information; or

     (4) is already a public domain prior to the disclosure of Confidential Information; or

     (5) becomes a public domain through no fault of the receiving party.

 

2.  Notwithstanding the provisions in this Article, neither Company nor Distributor shall
     have any obligation to keep confidential if (a) Confidential Information is disclosed for
     the purpose of obtaining the professional advice from attorneys, tax accountants,
      certified public accountants, judicial scriveners, administrative scriveners, patent
      attorneys or certified social insurance labor consultants who have an obligation of
      confidentiality by law or non-disclosure agreement or (b) Confidential Information is
      disclosed legally by the receiving party subject to the demand of government,
      governmental agency, court or law.

3.  If　the receiving party　discloses　Confidential　Information subject to the demand of
     government, governmental agency, court or law, the receiving party shall use its best
     efforts to notify the disclosing party of such demand or requirement prior to the
     disclosure so that the disclosing party may seek an appropriate protective order or take
     lawful actions to avoid and/or minimize such disclosure.

4.  Company and Distributor shall exercise the sole and proper control and supervision
    over any of their employees and hereby assume full liability and responsibility of all
    obligations in connection with each party’s employees and any activity of such
     employees in connection with the terms in this Article.

 

 

Article 19. Importation

 

Distributor shall be, in principle, responsible for obtaining all licenses and permits and for
satisfying all necessary formalities and any applicable law or regulation in connection
with the importation of Products into Territory.

 

 

Article 20. Duration

 

1.  The initial term of this Agreement shall be one (1) year from Effective Date unless both
     parties agree in writing to renew this Agreement at least thirty (30) days prior to
     the expiration of the term of this Agreement.  Thereafter, if this Agreement is renewed,
     this Agreement shall be extended for successive periods of one (1) year each if
     the parties have mutual consultations and agree in writing at least thirty (30) days prior
      to the expiration of any extended term of this Agreement.

2.  Individual Contract which has already come into effect at the time of expiration of this
     Agreement shall remain effective and be subject to the terms and conditions herein in
     spite of the expiration of this Agreement.

3.  In the event of expiration of this Agreement, the parties hereto shall have no claim
     against the other party for the loss of goodwill or future profit.

 

 

Article 21. Termination

 

Either party may, without prejudice to any other rights or remedies, terminate
this Agreement or Individual Contract, in whole or in part, by giving a written notice to
the other party with immediate effect, if any of the following events should occur:

 

(1) if the other party breaches or fails to perform any provision of this Agreement
     and such breach or failure continues for more than thirty (30) days after
      the receipt of a written notice specifying the breach or failure;

(2) if any proceeding for provisional disposition, provisional attachment or
      attachment, dishonor of bill, suspension of bank transaction, attachment for
      delinquent tax, execution, insolvency, bankruptcy, civil rehabilitation,
      reorganization, dissolution or liquidation is instituted by or against the other party;

(3) if the other party is merged, consolidated or sells all or substantially all of
     its assets;

(4)  if any substantial change in management or control of the other party is
      implemented;

(5)  if the other party ceases or threatens to cease to carry on business or disposes
      of whole or any substantial part of its undertaking or its assets;

 

 

Article 22. Effect of Termination or Expiration

If this Agreement is terminated or expires, the parties hereto shall comply with
the followings:

 

(1) Distributor shall cease the use of Sales Promotion Tools and Company’s
      Intellectual Property Rights and return, dispose of or delete the same pursuant
      to Company’s direction.

(2) The breaching/defaulting party shall return or dispose of Confidential Information
      provided from the other party and shall not make further use of any information
      thereof.

(3) Individual Contract which is not in effect as of the effective date of termination
      or expiration hereof shall automatically be canceled.

 

 

Article 23. Set-Off

 
         Company may set off any receivables and payables it has against Distributor,  
         whether or not arising under this Agreement.

 

 

 

Article 24. Damages and Injunctive Relief

 

1.  If either party is damaged due to the other party’s breach or default of any provision of
    this Agreement or Individual Contract or by the termination specified in Article 21,
    the non-breaching/non-defaulting party may claim the breaching/defaulting party
    damages thereof.

2. The parties hereto acknowledge that either party shall be entitled to injunctive relief
    against the other party, if the other party hereto breaches any of its obligations under
    this Agreement or Individual Contract.

 

 

Article 25. Survival
 

This Article, the terms defined in this Agreement and the following Articles and Paragraphs shall survive the termination or expiration hereof.

 

(1) Article 17 (Intellectual Property Rights)

(2) Article 18 (Confidential Information)

(3) Paragraph 2 and 3 of Article 20 (Duration). Provided, however, that this Article
    (Survival) shall not be applicable for the aforesaid Paragraphs in the case of
     the termination hereof.

(4) Article 22 (Effect of Termination or Expiration)

(5) Article 23 (Offset )

(6) Article 24 (Damages and Injunctive Relief )

(7) Article 30 (Jurisdiction)

(8) Article 31 (Governing Law)

(9) Article 32 (Trade Terms)

 

 

Article 26. Severability

 

If any provision of this Agreement is held by a court of competent jurisdiction to be illegal
or invalid, the remaining provisions hereof shall remain effect.

 

 

Article 27. Assignment or Subcontract

 

Neither whole of this Agreement or Individual Contract nor any part hereof or thereof
shall be assignable or subcontractable by either party hereto without other party’s prior
written consent, which shall not be unreasonably withheld. In the event of such
assignment or subcontract, the assigning or subcontracting party shall remain liable to
the other party and shall not be relieved of any obligation under this Agreement or
Individual Contract.

 

 

Article 28. Waiver

 

Failure by Company to require performance by Distributor or to claim a breach of any
provision of this Agreement or Individual Contract shall in no manner be deemed to
be a waiver of such provision or right on any other occasion.

 

 

Article 29.  Force Majeure

 

Company shall not be liable for any delay or failure to perform any of its obligations under
this Agreement or Individual Contract if such delay or failure is due to fire, flood,
earthquake, epidemic, pandemic, unusually severe weather, strike, act of God or public
enemy, public disorder, restriction by civil or military authority in their sovereign or
contractual capacities, transportation failure or any other cause beyond the reasonable
control of the parties.

 

 

Article 30.  Jurisdiction　

 

1.  The parties hereto shall faithfully attempt to settle all disputes, controversies or
    differences that may arise between the parties hereto, out of or in relation to or
    in connection with this Agreement or Individual Contract or the breach hereof or
    thereof through mutual consultation.

2.  Each party agrees that if either party initiates any action, suit or proceeding
     to enforce the terms of or regarding any disputes under this Agreement, such claim
     shall be brought exclusively in the court located in United Kingdom.

 

 

 Article 31. Governing Law
 

This Agreement shall be governed and construed in accordance with the laws of
 United Kingdom and the rights and obligations of the parties herein shall not be
governed by the provisions of the 1980 United Nations Convention on Contracts
for the International Sale of Goods.

 

 

Article 32. Trade Terms

 

This Agreement shall be governed and interpreted by the provisions of the latest
International Commercial Terms (INCOTERMS) of International Chamber of Commerce.

 

 

Article 33. Entire Agreement and Amendment

 

This Agreement constitutes the entire and only agreement between the parties hereto and supersedes all previous negotiations, agreements and communications with respect hereto, and shall not be released, discharged, changed or modified in any manner, except by instruments signed by duly authorized officers or representatives of each of the parties hereto.

 

 

 

IN WITNESS WHEREOF, the parties hereto have caused  this Agreement to be executed in duplicate by their duly authorized representatives as of Effective Date.

 

 

 

United Inc.

 

 

 

By:                                         

Name:  Gyoumu Teikei

Title:     Representative Director

                     

 

 

 

 

Japan Co., Ltd.

 

By:                                        

Name:    Taro Nintei

Title:       CEO