Dealers

DEALER`S AGREEMENT  town. Varna, Bulgaria                                                                                   « (date)» (month) _________y.

A company «Green World Group», further named as «PRODUCER», on behalf of director Georgi Vasilev, acting on the basis of the Charter, from one side And A company «__________________________», further named as «DEALER», on behalf of ______________________ acting on the basis of ________________ from the other side, mutually recognizing the authority of each other, have concluded the present Agreement as follows:
1.THE SUBJECT OF THE AGREEMENT
1.1. The “PRODUCER” gives to the “DEALER” on below-mentioned conditions, the right of marketing and sale of houshold and industrial wind generators and also other products which are manufactured by the “PRODUCER” (further named as PRODUCTION). 1.2. Conditions of the  deliveries including assortment and the prices of the goods, their payment; terms of the delivery; the order of presentation of claims; etc., are determined by Applications and Spesificatins for Delivery and also with additional arrangemants to the given Agreement.

2. THE RIGHTS AND THE DUTIES OF THE PARTIES

The rights of the "DEALER":

2.1.1. To receive the PRODUCTION from the “PRODUCER” with the special dealer discount as follows: the discount of 5-10 % on household wind generators with capacity from 1 000 kW up to 20 000 kW. And 3-5% on industrial wind generators with capacity from 50 000 kW up to 2 MW. 2.1.2. The “DEALER” has a right to call himself the “DEALER - PRODUCER” and to bear these data in promotional materials.

The duties of the "DEALER":

2.2.1. To buy the PRODUCTION from the “PRODUCER” monthly in a minimum volume (one unit). 2.2.2. To work closely with the experts of the “PRODUCER” for the accompany and for the consultations concerning the usage of the PRODUCTION. In a case of the technical problems connected with utilization of the PRODUCTION, to inform the PRODUCER immediately and to take the coordinated measures to resolve the problem. 2.2.3. When the new PRODUCTION appears of the specified type, the DEALER is obliged to accept it to a consideration. 2.2.4. To indicate the name of the PRODUCER. 2.2.5. According to the PRODUCER`S inquiry to give a market information, about the competing goods, the prices and other problems connected with the marketing. 2.2.6. To observe author's and patent rights concerning the PRODUCTION belonged to the PRODUCER. 2.2.7. The DEALER has no right to undertake action which can negatively influence the selling of the PRODUCTION of the PRODUCER. 2.2.8. The DEALER has no right to transfer his rights to the third parties according to the present Agreement. The duties of the PRODUCER: 2.3.1. To observe, coordinated according to a contract, deliveries; conditions of delivery of the PRODUCTION, including assortment, quality and quantity amount of the PRODUCTION and terms of the delivery. 2.3.2. To guarantee the quality of the delivered PRODUCTION and services. The quality of the PRODUCTION should be in accordance with technical requirements. Completeness of the PRODUCTION should correspond to the requirements of the current specifications and standards. 2.3.3. Acceptance of the PRODUCTION concerning the quality and quantity will be made according to « Instructions about the acceptance of an industrial and technological production » on quality and by quantity. 2.3.4. The PRODUCER is obliged to ship the PRODUCTION in the packing providing safety of a cargo from damages during the transportation. Packing should be adapted for an overloading by cranes or loaders. 2.3.5. To put necessary marks precisely on each place by an indelible paint. 2.3.6. To give to the DEALER under his request on the coordinated conditions, the necessary technical and advertising documentation, to consult, to render the technical help. 2.3.7. To promote the PRODUCTION by advertising, by participations in exhibitions, fairs, etc. with indication of the DEALER. 2.3.8. To inform the DEALER about new kinds of the goods prepared for production by the PRODUCER after signing of the given Agreement; to inform about change of the prices of the PRODUCTION within 15 days from the moment of acceptance of the corresponded decision. 2.3.9. Not to sign the similar dealer contract with someone else within the specified territorial administrative unit (Territory) during the action of the present Agreement. The given territory is _______________________ and its vicinities. 2.3.10. The DEALER has the right in a process of increasing of purchasing of the PRODUCTION to issue the exclusive rights concerning the sale of the PRODUCTION of the PRODUCER within the limits of in addition specified territorial administrative unit (Territory). After that the PRODUCER also undertakes not to sign the similar dealer Agreement with someone else within the limits of the given territorial administrative unit (Territory).

3.THE PROCEDURE OF PAYMENTS AND DELIVERIES

3.1. The order and forms of settlements and deliveries between the PRODUCER and the DEALER are carried out by the applications and specifications for the delivery, according the reference number of the present Agreement, and also according to the additional arrangements to the given Agreement. 3.2. All accounts (invoices) and documents should have the reference number of the present Agreement. 3.3 The date in a stamp of a commodity-transport waybill is considered as a delivery date of the PRODUCTION.

4. THE RESPONSIBILITY OF THE PARTIES

4.1. In case of infringement by the DEALER of conditions of the given Agreement the PRODUCER reserves his right to decrease the special dealer discount. 4.2. In case of regular infringement by the DEALER of conditions of the given Agreemant (more than two times during 3 monthes) the PRODUCER keeps his right to cancel the present Agreement ahead of schedule. 4.3. In case of infringement of conditions of the given Agreement by the PRODUCER the DEALER reserves his right to cancel the present Agreement ahead of schedule. 4.4 In case of default or improperly execution of obligations according to the present Agreement the parties bear the property responsibility according to Bulgaria  legislation. 4.5. In case of delay  or incomplete delivery of the PRODUCTION,  specified in the present Agreement and specifications, the PRODUCER pays to the DEALER the fine penalty at a rate of 0,1 % per every day of delay from the whole cost of production which was not put in time. However the total sum of the fine penalty for delay of delivery  should not exceed 5 % of  the whole cost of the PRODUCTION, which was not delivered in time.

5. GUARANTEES

5.1 The PRODUCER guarantees the quality and working capacity of the PRODUCTION delivered under the present Agreement, in term specified in the instruction concerning the operation of the PRODUCTION from the moment of its sale in a retail network. 5.2. If in current of a warranty period defect in the PRODUCTION    will appear or if it    will not correspond to the conditions of the Agreement, the guilty party is obliged to eliminate defects at his own expense, or to replace defective production with new good-quality production which should be delivered in the terms coordinated by the parties.

6.  FORCE-MAJEUR

      6.1. The parties are released from the property responsibility for partial or full default of their obligations under the present Agreement, if such default is connected with force-majeur circumstances. Force-majeur circumstances are the circumstances which have arise after signing of the present Agreement as a result of unforeseen and impreventable events of extraordinary character, such as natural disaster, war, military actions, and prohibitive measures of the Government.

7. THE ORDER OF THE RESOLUTION OF DISPUTES.

7.1. The PRODUCER and the DEALER will take all measures to the resolution of disputes and the disagreements which will arise from the present Agreement or in connection with it, by negotiations. 7.2. In case the PARTIES cannot come to the understanding, the disputes will be a subject of consideration by Arbitration court of Bulgaria. 7.3. Observance pre-judicial order of settlement of the dispute (complaint procedure) is obligatory.  The term of consideration of the claim is 20 days from the moment of it`s receipt.

8. TERM OF VALIDITY OF THE AGREEMENT.

8.1. The present Agreement operates from «____» _________________y. Untill the full performance of treaty obligations by both parties, but not later of “_____”  ______________________y. 8.2. The present Agreement is worked out in two copies; One copy for each Party. Every copy has equal legal validity.

9. OTHER CONDITIONS

9.1. After signing of the present Agreement all previous negotiations and correspondence are invalid. 9.2. Any changes and additions to the present Agreement are considered valid only if they are in written form and signed by both PARTIES. 9.3. In   case   when   the DEALER needs spare parts for the PRODUCTION of the PRODUCER, he should made an application and issue it in a   form of specification enclosed to the present Agreement. The PRODUCER has to deliver the DEALER the indicated spare parts in the volume pointed out in the specifications, in term coordinated with the DEALER and under the price, fixed in the above-named specifications which also will be an integral part of the present Agreement. 9.4. In case when the PRODUCER will  need of the PRODUCTION or  the inventories available by the DEALER which are not indicated in applied specifications to the present Agreement, the PRODUCER can make an application about this PRODUCTION or materials to the DEALER. In that case it can be make up additional Agreement of Delivery by the DEALER of above-stated PRODUCTION or materials which will be the Annex to the present Agreement. 9.5. The Present Agreemant can be prolonged and added by the wish of the PARTIES.

10. ADDRESSES AND REQUISITES OF THE PARTIES:

10.1. PRODUCER:                                                 10.2 DEALER:       «Green World Group»LTD Bank requisites: UniCredit Bulbank. branch Varna 43 Kniaz Boris Blvd. BIC: UNCRBGSF IBAN: BG73UNCR70001518855796 (EUR) PRODUCER:                                                                      DEALER: Director                                                                                 Director