2. PROVIDED THAT any act or omission which if it were an act or omission of the Distributor would be a breach of this Agreement on its part shall be deemed to be an act or omission for which the Distributor is responsible if done or omitted by :-
(a) any person who controls or is controlled by the Distributor and for this purpose the word “control” shall include any manner of control whether direct or indirect; and/or
(b) any firm of which the Distributor shall for the time being be a partner or member.
3. In addition and not in derogation of any of the rights and remedies of the Company provided herein, the Distributor shall be liable for and shall indemnify the Company whether during the validity of this Agreement or after the termination hereof against any damage, expense, liability, loss, claim, demand, suit, proceedings or any other form of liabilities criminal or otherwise (including legal fees on a solicitors-client basis) suffered, incurred or brought against or threatened against the Company arising from the act and/or omission on the part of the Distributor or the agents or employees of the Distributor on all matters pertaining to, arising from or incidental to this Agreement. The Distributor shall also be liable for solicitors and client costs in respect of any claim or legal proceedings instituted by the Company against the Distributor in enforcement of or arising out of any provision of this Agreement.
9. RIGHTS AND PRIVILEGES OF THE COMPANY
The Company reserves to itself notwithstanding anything to the contrary herein contained the following rights and privileges: –
(a) to send representative(s) to visit purchasers and potential purchasers of the said Products whether or not accompanied by the Distributor and/or its servant and/or agent;
(b) to vary the range of the said Products in its absolute discretion without notice either by the withdrawal therefrom any class/description/ mode/model/type of products or by the addition thereto of a further class/description/ mode/model/type of the said Products without being liable in damages or otherwise to the Agent;
(c) to vary any or both the Schedules hereto as the Company may in its absolute discretion think fit;
(d) to continue to sell and supply the said Products to the customers throughout online whether by itself or through agents, distributors, stokists or otherwise and no right to commission shall accrue to the Distributor in respect of such sale.
10. TERMINATION OF AGREEMENT
(1) The Company shall have the right at any time by giving notice in writing to the Distributor to terminate this Agreement forthwith in any of the following events:
(a) If the Distributor commits a breach of any of terms or conditions of this Agreement; or
(b) If the Distributor enters into liquidation whether compulsorily or voluntarily otherwise than for the purposes of amalgamation or reconstruction or compound with its creditors or have a receiver appointed of all or any part of assets or take or suffer any similar action in consequence of debt or in the case of natural persons or a partnership if the Distributor or any of the members of the firm become insane bankrupt or insolvent or enter into any arrangement with the Distributor’s creditors or take or suffer any similar action in consequence of debt.
2. Subject to the preceding provision, each party shall have the right to determine this Agreement by giving thirty (30) days’ notice in writing to the other party.
(3) Provided always that the termination of this Agreement shall not affect :-
(a) any of its provisions which are expressed to operate or have effect afterwards; or
(b) any right of action already accrued to the Company in respect of any breach by the Distributor.
(4) The Distributor shall on the termination of this Agreement have no right to any compensation for goodwill customers expenses or any other payment of any nature from the Company.
(5) In the event of termination of this Agreement by whatsoever reasons the Company shall not be bound to purchase back the stock of the said Products from the Distributor. For avoidance of doubt, both parties understand and agree that orders by the Distributor for the said Products prior termination of this Agreement shall not be canceled, rejected and refunded by either party.
11. FORCE MAJEURE
(1) The Company shall not be in breach of its obligations under this Agreement if it is unable to perform any of its obligations hereunder as a result of the occurrence of an event of force majeure.
(2) Force majeure shall mean:-
(a) any event or circumstance or combination of events and circumstances which is unforeseeable and/or beyond the control of the Company and which causes or results in default or delay in the performance by the Company of any of its obligations hereunder when the event, circumstance, default or delay could not have been prevented, overcome or remedied by the exercise of a reasonable standard of care;
(b) fire, lightning, explosion, flood, earthquake, storm, hurricane, riots, civil commotions, malicious damage, natural disaster (including but not limited to earthquake, flood and exceptionally inclement weather and subterranean spontaneous combustion), sabotage, act of public enemy, act of God, war (declared or undeclared), revolution, invasion, armed conflict, act of foreign enemy, riot, insurrection, act of terrorism, sabotage or criminal damage, radioactive contamination, chemical contamination or ionising radiation, toxic or dangerous chemical contamination or force of nature;
(c) action or inaction by a court, government or authority (including denial, refusal, failure to grant or revocation of any permit, authorisation, licence, approval or acknowledgement);
(d) strike, lockouts, industrial disputes, labour disputes, industrial difficulties, labour difficulties, work bans, blockages or picketing;
e)unforeseen circumstances, that means circumstances which could not have been reasonably foreseen and which are outside the control of the Company and that may:-
(i) materially alter the costs to the Company in producing and manufacturing the said Products;
(ii) materially alter the environment in which the Company carry out its obligation; or
(iii) cause material hardship to the Company.
(3) If an event of force majeure occurs by reason of which the Company is unable to perform any of its obligations hereunder, the Company shall inform the Distributor as soon as practicable of the occurrence of that event of force majeure.
