Exhibit 10.2
SUPPLY AGREEMENT
BETWEEN
VALEO SERVICE EXPORT [VALE]
70, rue Pleyel, 93285 Saint Denis Cedex
Tel: 33 1 49 45 32 32
www.valeoservice.com
AND
ALMAH, INC [ALMAH]
1802 North Carson Street Suite 108
Carson City, Nevada 89701
www.almahautoparts.com
1. Appointment
VALE hereby appoints ALMAH to solicit orders for all products listed as
available for purchase on the website at
http://www.valeoservice.com/html/unitedkingdom/en/produits.catalogueproduits.php
and ALMAH accepts and assumes such appointment.
2. Agent Products & Services
All products supplied by VALE shall be made available to ALMAH on terms
negotiated each year and prices determined based on order size and market
conditions. Almah is required to purchase a minimum of $5,000.00 USD of the
Product per year.
3. Agent Territories
ALMAH intends to market to Ireland, United Kingdom and other European
territories. These territories can be extended or reduced if both parties agree.
4. Advertising and Expenses
ALMAH shall bear all expenses for advertising and publicity in connection with
the products, and shall submit to VALE all print, audio and video materials
intended for advertising products which VALE supplies for prior approval. VALE
must provide all advert material such as product information, images, etc for
local advertising and marketing campaign.
5. Industrial Property Rights
ALMAH may use the trade-marks owned by VALE for the sale of products and shall
acknowledge that all patents, trademarks, copyrights or any other industrial
property rights used or embodied in the products shall remain to be the sole
properties of VALE. Should any infringement be found, ALMAH shall promptly
notify and assist VALE to take appropriate action.
6. Validity of Agreement
This agreement will be effective when first order is confirmed within 360 days
after the date of signing this contract by ALMAH and shall remain in force for 4
(four) years starting from date of signing contract.
7. Termination
During the validity of this agreement, if either of the two parties is found to
have violated the terms of this agreement the other party has the right to
terminate this agreement by notifying the other party in writing.
8. Force Majeure
Either party shall not be held responsible for failure or delay to perform all
or any part of this agreement due to flood, fire, earthquake, draught, war or
any other event(s) which could not be predicted, controlled, avoided or overcome
by the relative party. However, the VALE affected by the event of Force Majeure
shall inform the other party of its occurrence in writing as soon as possible
and thereafter send a certificate of the event issued by the relevant
authorities to the other party within 15 days after its occurrence.
2
9. Arbitration
All disputes arising from the performance of this agreement shall be settled
through friendly negotiation. Should no settlement be reached through
negotiation, the case shall then be submitted for arbitration to the Irish
Economic and Trade Arbitration Commission (Ireland) and the ruling of this
Commission shall be final and legally binding upon parties.
The agreement represents the option and right to market and sell products
disclosed in Schedule A and does not represent an obligation on behalf of ALMAH
to purchase products from VALE.
INTENTIONALLY LEFT BLANK
3
Their duly authorized representatives.
Date: February 16, 2012 Date: February 16, 2012
VALEO SERVICE EXPORT ALMAH: ALMAH, INC
Full Name: Vaidas Daknys Full Name: Joey Power
Per: /s/ Vaidas Daknys Per: /s/ Joey Power
------------------------------- -------------------------------
INTENTIONALLY LEFT BLANK
4