Sample of Documents: Letter of Appointment

Date :
Our Ref. :
LETTER OF APPO
PPOINT
INTMENT
(TO WHOM IT MAY CONCERN)

We hereby certify (Name of Company), a company incorporated in the Republic of Singapore having its
principal place of business at (Singapore Address of Company), (Postal Code) is pleased to confirm the
appointment of:
(Name of Indonesian Company)
(Company / Office Address)
As our Agent / Distributor (exclusive or non-exclusive) for the Territory of the Republic of Indonesia for
the following e.g. Oil and Gas Equipment, Supplies and Petrochemical Products and Services:
(Name and Brand of Products)
In accordance to the agency / distributor agreement dated
Singapore Company) and (Name of Indonesian Company):-

between (Name of

Effective Date of Appt:

Day / Month / Year

Period of Validity:

Two (02) Years (subject to terms and conditions)

Termination Notice Period:

60 (sixty) days written notice by either party (example)

Sincerely,

Name:
Designation:
For and Behalf of:

Sample of Documents:
Agency Agreement / Distributorship Agreement
DISTRIBUTORSHIP AGREEMENT
This Agreement, is made and entered into this (eg. 14th day of June, 2003) by and between (eg. BERRALD
CORPORATION (S) PTE LTD), a company incorporated in the Republic of Singapore with offices at (eg.
Telok Blangah Drive, Harbour Front Tower, #38-88 Singapore 168168) (hereinafter called
"Manufacturer" / Principle) and (eg. PT. TROUVERE UTAMA) ("Distributor"), with offices at Jalan
Mampang Kav. 1, Kuningan, Jakarta 52560, Republic of Indonesia.
The parties hereto agree as follows:
I.

ASSOCIATION
Distributor shall act as an exclusive or non-exclusive distributor of Manufacturer's /
Principles Product Line as described in attached Exhibit A ("Products") throughout the
countries of the Republic of Indonesia (the "Territory").

II.

III.

DUTIES
1.

Distributor agrees to actively and diligently promote the sale of the Products in the Territory
during the Term hereof. Manufacturer / Principle shall refer to Distributor inquiries for Products
in the Territory.

2.

Distributor agrees to promote in the Territory the Manufacturer's / Principles names and
the Products during the Term hereof. Distributor agrees to notify Manufacturer / Principle of
any leads of interest granted for any products.

ASSISTANCE BY MANUFACTURER / PRINCIPLE

Manufacturer / Principle agrees to furnish Distributor with reasonable quantities of Manufacturer's
/ Principles catalogs, manuals, advertising literature and other sales aids that may be available by
Manufacturer / Principle. Any such sales aids provided shall be in English. Manufacturer /
Principle further agrees to provide Distributor with reasonable home office support and technical
assistance upon terms and conditions to be agreed upon from time to time.

IV.

INTELLECTUAL PROPERTY RIGHTS

Distributor shall not use Manufacturer's / Principles trade names and/or trademarks without the
prior, express written consent of Manufacturer / Principle. Under no circumstances shall Distributor,
at any time, use Manufacturer's / Principle trade names, trademarks or other proprietary information
as part of Distributor's corporate or trade name. Upon termination of this Agreement, Distributor shall
remove all references to Manufacturer / Principle from its letterheads, advertising literature and
places of business, and shall not thereafter use any similar or deceptive name or trademark intending
to give the impression that there is any relationship between the parties.

V.

SALES FORCE
Distributor shall maintain a competent and experienced sales force sufficient to adequately serve the
Territory.

VI.

CUSTOMER SERVICING
Distributor shall maintain in the Territory sufficient inventory of the Products so as to permit
filling and shipping against current customer orders normally shipped from Distributor's
warehouse stock. Distributor agrees to notify Manufacturer / Principle if it opens any new offices or
branches or closes or ceases to operate through one of its offices or branches.

VII. ORDERS/ACCEPTANCE/PRICE AND TERMS

1.

All orders from Distributor are subject to approval and final acceptance by Manufacturer
/ Principle. Price lists to Distributor shall be as set forth in Exhibit B (as revised from time to
time by Manufacturer in its sole discretion) in effect on date of shipment. For nonstandard
Products which are sold to Distributor for resale, the price shall be as quoted to Distributor
at time of inquiry, provided that the inquiry is within thirty (30) calendar days of order entry.

2.

Payment to Manufacturer by Distributor shall be in United States / Singapore currency. Upon

the placing of order(s), Distributor shall cause an irrevocable confirmed letter of credit to be
issued by a Singapore financial institution satisfactory to Manufacturer / Principle, in favor of
said Manufacturer / Principle, unless another arrangement is previously approved in writing by
Manufacturer / Principle.

VIII.

WARRANTY AND FORCE MAJEURE

1.
Manufacturer / Principle warrants that all Products delivered hereunder shall be of
Manufacturer's
/ Principles standard quality. MANUFACTURER / PRINCIPLE MAKES NO OTHER
WARRANTIES, EXPRESS OR IMPLIED: THERE ARE NO IMPLIED WARRANTIES
INCLUDING WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
2.

Manufacturer / Principle shall not be liable for damages resulting from delays in shipment
or inability to ship due to normal production and shipment delays or those resulting from acts
of God, fires, floods, wars, sabotage, accidents, labor disputes or shortages, plant shutdown or
equipment failure, voluntary or involuntary compliances with any law, order, rule or regulation
of governmental agency or authority; or inability to obtain material (including power and fuel),
equipment or transportation, or arising from any other contingency, circumstances or
event beyond the control of the Manufacturer / Principle.

IX. LIMITATION OF LIABILITY

No claims of any kind, whether as to materials delivered or for non-delivery of materials from
Manufacturer Principle, and whether arising in tort or contract, shall be greater in amount than
the purchase price of the products in respect of which such damages are claimed; and the failure to
give notice of the claim to Manufacturer / Principle where the order was placed within sixty (60)
calendar days from the date fixed for delivery shall constitute a waiver by Distributor of all claims in
respect of such Products. In no event shall Manufacturer / Principle be liable for special, indirect or
consequential damages. Any claim with respect to defective Products or breach of warranty must be
promptly made and shall apply to Products properly used, stored, applied and maintained.
X.

RELATIONSHIP BETWEEN MANUFACTURER AND DISTRIBUTOR

Distributor is not an agent, employee or legal representative of Manufacturer / Principle, but an
independent contractor. Distributor does not have any authority to assume or create any obligation or

responsibility on behalf of Manufacturer or bind Manufacturer / Principle in any manner

whatsoever.

The relationship between manufacturer / principle and Distributor is that of vendor and vendee.
Distributor further agrees to defend, indemnify and hold Manufacturer / Principle harmless from and
against any and all claims of third parties that would not have arisen but for an act or omission
by Distribution that is contrary to the above-acknowledged relationship or any other term hereof.
XI. TERM / CANCELLATION
1. This Agreement shall become effective as of the date hereof upon execution by an officer or other
authorized representative of the Manufacturer / Principle in Singapore and by an authorized
representative of Distributor and shall remain in effect for 2 (Two) years thereafter
unless previously terminated by either party for any other reason upon not less than thirty (30)
calendar days prior written notice to the other party.
2.
Without limitation, the following events shall constitute grounds for termination by
Manufacturer
/ Principle:
(a) if Distributor shall file or have filed against it a petition in bankruptcy or insolvency or if
Distributor shall make an assignment for benefit of its creditors of if Distributor's viability
as a going concern should, in Manufacturer's / Principles judgment, become impaired;
(b) if Distributor fails to provide and maintain a proper and sufficient sales force;
(c) if Distributor degrades and places in bad repute the name and reputation of Manufacturer
/ Principle expressly or by virtue of its methods of handling and/or promoting the Products;
(d) if Distributor fails to meet any other of its obligations hereunder; or
(e) if Distributor fails to meet minimum purchase goals, as defined in Exhibit C.
3.

Except as may be otherwise determined pursuant to the laws of the jurisdiction where Distributor
has its principle office, Manufacturer / Principle shall have no liability to Distributor by
any reason of any termination or cancellation of this Agreement by Manufacturer / Principle,
including without limitation, liability for direct or indirect damages on account of loss of
income arising from anticipated sales, compensation, or for expenditures, investments,
leases or other commitments or for loss of goodwill or business opportunity or otherwise.

4.

Upon termination by either Manufacturer / Principle of Distributor, Manufacturer / Principle

shall have the option of buying back from Distributor any new unsold Products purchased from
Manufacturer, at the prices charged to Distributor, less Manufacturer's / Principles then
applicable restocking charge, if any, and less any additional expenses incurred by Manufacturer
arising out of termination by Distributor

XII. NONDISCLOSURE
All information transferred or otherwise revealed to Distributor by Manufacturer / Principle under
this Agreement, including but not limited to, engineering information, manufacturing information,
technology, know-how and price books or lists, will at all times remain Manufacturer's /
Principles property. Distributor shall at all times hold such information confidential and shall not
disclose any such information if not otherwise within the public domain. Upon any termination of
this Agreement, or as Manufacturer / Principle directs from time to time, Distributor shall
promptly return all such information to Manufacturer / Principle, together with any copies
or reproductions thereof. Distributor's obligations under this section shall survive any termination of
the Agreement.

XIII. CERTAIN PRACTICES

Distributor acknowledges that certain laws of the Republic of Singapore applicable to
the Manufacturer / Principle, but which may not be applicable to Distributor, impose fines or
penalties on Manufacturer / Principle in the event Manufacturer / Principle makes payments to
foreign government officials for the purpose of influencing those officials in making a business
decision favorable to Manufacturer/ Principle. In addition, Manufacturer / Principle and
Distributor may be subject to similar laws or requirements of the country of destination of the
Products.
Distributor agrees upon reasonable request by Manufacturer / Principle to give Manufacturer
/ Principle reasonable written assurance that the Distributor has done nothing to cause liability to
Manufacturer / Principle under the above-mentioned laws.
XIV. NOTICES
All notices and other communications required or permitted hereunder shall be in writing and shall
be deemed to have been served or delivered
1.
or

when personally served or delivered to one party by the serving or delivering party;

2.

when deposited in the mail, postage prepaid by the serving or delivering party addressed to the
other party as follows:

If to Manufacturer/ Principle (Postal Address):

If to Distributor (Postal Address):

XV. VARIOUS
This Agreement constitutes the entire and only agreement between the Manufacturer / Principle
and Distributor with respect to its subject matter and there are no understandings or representations of
any kind, express, implied, oral, written statutory or otherwise, not expressly set forth herein. No
alteration or modification of this Agreement shall be binding unless in writing and signed by the
party to be bound thereby.
1. This Agreement is not assignable in whole or in part by either party without express written
consent of the other.
2. If Distributor consists of either two or more individuals or partners, each shall execute
this Agreement on behalf of Distributor and each individual signing shall be jointly and
severally liable to Manufacturer / Principle with respect to the obligations of Distributor under
this Agreement.
3. This Agreement shall be interpreted and enforced in accordance with the laws of the Republic
of
Singapore and the official language of this Agreement for all purposes shall be English.

DISTRIBUTOR:

By: (Full Name)

Title: (Designation)

MANUFACTURER / PRINCIPLE

By: (Full Name)

Title: (Designation)

Exhibit A
Product Line:

Territory:

Appendix B
Distributor Price List

Appendix C
Exclusions

Sample Clause: Foreign Corrupt Practices Act

BUSINESS PRACTICES
A.

In the performance of their obligations under this Agreement, Agent shall comply strictly with
all laws,
regulations,
orders
and
policies
having
the
force
of
law,
of
, and where applicable, all laws, regulations, orders and
policies having the force of law of any other jurisdiction, including without limitation, the
Republic of Singapore.

B.

In furtherance of the Agent's obligations hereunder, the Agent represents, warrants and agrees
that, in connection with the performance of its duties hereunder, it shall not make any
payments, in money or any other item of value or make any offers or promises to pay any
money or any other item of value to (a) any government official, (b) any foreign political party,
(c) any candidate for foreign political officer or (d) any other person or entity, with the
knowledge that such payment, offer or promise to pay will be made to any government official
for the purpose of influencing such government official to make one or more business decisions
favorable to Principal, Agent, or both.

C.

Agent further represents that no government official is a principal, owner, officer, employee
or agent of any entity in which Agent has an interest, and no government official has any
material financial interest in the business of the Agent.

D. In the event of any breach by Agent of any of its representations, warranties or covenants
contained in this Article, Principal may, in its sole discretion in addition to any other remedy
provided herein or otherwise provided by law, immediately terminate this Agreement
without notice or indemnity and in such event, Agent shall forever forfeit all rights to all fees
and commissions which shall accrue and/or have been earned but which have not been paid as of
the date of such termination.

INDEMNIFICATION
Notwithstanding the provisions set forth above in Article
, Agent shall indemnify and hold
harmless Principal against and from any claim, loss, damage or expense (including attorneys' fees
and disbursements) (a) arising from any breach by Agent of any representation, warranty,
covenant or
other obligation of Agent under Article
of this Agreement, (b) resulting from any unlawful act
committed by Agent or any agent of Agent thereof, or (c) which Principal may sustain by reason
of any act, omission or misrepresentation of Agent or Supervisor or any agent thereof.

Sample of Document: Letter of Authorization

from Manufacturer / Producer
Date:
Our Ref.:
Trade Attach
Embassy of the Republic of Indonesia
7 Chatsworth Road
Singapore 249761.

Dear Sir,
Re :
Letter of Authorization from Manufacturer / Producer
We, the undersigned a company whose registered office is at (Address of Principle Office Abroad)
declares to have appointed (Singapore Company) a company whose registered office is at (Singapore
Company address), as our exclusive distributor in the territory of Singapore, Thailand, Malaysia,
Indonesia and other Far East or Southeast Asia region.
(Singapore Company), is therefore duly authorised by (Principle Office Abroad) to import to distribute the
(Name and Brand of Products) as well to participate in public and private
tenders. Such appointment in force and effect from (Date) shall remain valid up to
(Date).

Sincerely,

President Director / Vice President)

(Company Abroad / Manufacturer or Producer Overseas)

Sample of Documents: Letter of Statement

Date:
Our Ref:

Trade Attach
Embassy of the Republic of Indonesia
7 Chatsworth Road
Singapore 249761.
Dear Sir,
Letter of Statement
This is to certify that this is our first application for the appointment of (Name of Indonesian Company)
as our distributor / agent (exclusive or non-exclusive) for our product (Name of Products) in Indonesia.
We do hereby declare that we have not appointed any distributor / agent in Indonesia for this (trade name)
product other than the above company.

Sincerely,

Name:
Designation: