Exclusive Representative




A. PIROOZI MOTOR OIL FACTORIES COMPANY. (Hereinafter referred to as PIROOZI) located  at ............................

B. ..................................................... (Hereinafter referred to as DISTRIBUTOR) located at ...................................




Distributor: Is the company to which EXCLUSIVE REPRESENTATION is ........................granted under this agreement.

Agreement : Is this agreement.

Product :  Is the commodity whose trademark and all other commercial.....................................ights belong to PIROOZI, and which is sold by the DISTRIBUTOR under this agreement.

Country:  Is the political borders of the country of ................................where DISTRIBUTOR carries out trade activities.

Authorized reseller: Is the seller authorized by the DISTRIBUTOR for sale under this agreement.



The subject of this agreement is to determine the authority, liability and terms related to sale of products by the DISTRIBUTOR in the corresponding country, which is produced or supplied by PIROOZI.

b.  During the term of this agreement,................................shall enable PIROOZI MOTOR OIL FACTORIES COMPANY exclusive representative authorized company that makes sales in.............................., which is reconsidered at the end of one (1) year, validity period of this agreement.



This agreement takes effect by the confirmation and signature of PIROOZI’s authorized representative after DISTRIBUTOR fills in the agreement completely, delivers all of the documents requested, declares and confirms to comply with all of the articles under this agreement by signing.


a.   DISTRIBUTOR may purchase the products produced by PIROOZI only from P    PIROOZI.

DISTRIBUTOR may sell the products produced by PIROOZI for and on their behalf and in their own country. DISTRIBUTOR will act on their own behalf, not as a representative of PIROOZI in sales they performed.

DISTRIBUTOR is liable to focus and concentrate on inland sales and distribution responsibilities and efforts.

DISTRIBUTOR can not make sales directly or indirectly outside their country without PIROOZI’s prior written confirmation.

DISTRIBUTOR before starting sale the products abroad directly or indirectly should send related requests to PIROOZI previously.

DISTRIBUTOR shall report all information they obtain about product sales and reinstallation that occurs outside their country.

DISTRIBUTOR shall make the sales in the country in person and as an approved authorized reseller with the information PIROOZI provides.

DISTRIBUTOR should sell products before the expiry date.

DISTRIBUTOR should sell the products in an original quality and condition.



a. DISTRIBUTOR shall file periodical reports about business development to PIROOZI. These reports shall include detailed information about sales development, stock levels, pricing, main sales and marketing activities and general market conditions via statistical data.

b. DISTRIBUTOR is liable to inform PIROOZI without delay and in written about any important change in their business including but not limited to an office and warehouse change, any trade method that can prevent DISTRIBUTOR’s liabilities under this agreement, any changes in DISTRIBUTOR’s financial structure such as transferring majority of the shares, any change in DISTRIBUTOR’s administration or in any failing condition.

c. DISTRIBUTOR shall take PIROOZI's attention immediately to any information obtained by DISTRIBUTOR about sales, marketing, performance, reliability and usage of products in their country, which is possible that PIROOZI and DISTRIBUTOR will profit and benefit from.



a. DISTRIBUTOR can not engage in an activity and make a commitment for and on behalf of PIROOZI and shall buy and sell the products covered by this agreement for and on their behalf and risk.

b. DISTRIBUTOR is liable not to do anything juridical or actual by themselves or their employees that can give the impression that they are PIROOZI’s authorized representative and/or can put PIROOZI under commitment in any other way and is liable to prevent this.


a. DISTRIBUTOR shall make effort to create best possible economical relationship with resellers and offer excellent before and after sale services.

b. DISTRIBUTOR shall make all reasonable efforts to ensure that all models and product groups of products are visible in the market.

c. DISTRIBUTOR shall control products, give proper advice for their performances and usage, inform authorized resellers and clients precisely about their usage.



a.  Price list will provide by PIROOZI based on the request of DISTRIBUTOR  in written via email.

 b. Prices that will be paid by DISTRIBUTOR for products can be changed without the    the need to be confirmed by DISTRIBUTOR, provided that PIROOZI informs this change in written via e-mail.



a. DISTRIBUTOR will pay the products prices invoiced by PIROOZI on their behalf without any deduction via bank transfer to the bank designated by PIROOZI for this purpose.

b. Any addnal costs which are related to DISTRIBUTOR`s country law (Custom`s fees, Taxes and governmental fees) should be pay by DISTRIBUTOR.

c. DISTRIBUTOR will make payments to PIROOZI in American dollar and payment term is 50% of total cost in advance and the remaining 50% before loading.


a. PIROOZI shall share product prices with DISTRIBUTOR in written via e-mail.

b. PIROOZI is entitled to make changes in prices at any time.

c. DISTRIBUTOR shall deliver their orders to PIROOZI in written via e-mail. After orders are placed, PIROOZI informs DISTRIBUTOR about delivery date of products via e-mail and the payments are completed, DISTRIBUTOR can receive the products from PIROOZI.


a. Delivery place of product covered by the agreement are one of the PIROOZI’s  main  warehouses in:

1- Block 79 to85 – Gonbad Kavus Industrial Area – In Fifth Kilometer of Inche Boron Boarder Road – Gonbad Kavus – Golestan – Iran.   

2- B3 Area – Kiya Sar Industrial Area – In Fifty Fifth Kilometer of Semnan Road – Sari – Mazandaran – Iran.

3- Near Kalateh Khan Railway – In Fifth Kilometer of Damghan Road – Shahrod – Semnan – Iran.

All damages and responsibilities pass to DISTRIBUTOR with the delivery of the product. This shipment type corresponds to EXW (Ex Works) and the delivery place is the main warehouses which are mentioned in above.



a. DISTRIBUTOR will use only the trademarks specified explicitly by PIROOZI.

b. Unless otherwise specified by PIROOZI, DISTRIBUTOR will conduct the business and related advertisement only under the name of PIROOZI with these brands"IMAX-EDOX-KAMAZ-HIMALAYA" and use these trademarks without any addition, removal or any other change.

c. Usage of the trademark by DISTRIBUTOR in accordance with this agreement will not provide any property right or such interest and vest any right to DISTRIBUTOR and all rights legally owned by PIROOZI in these matters is reserved.




PIROOZI at its sole discretion will inform DISTRIBUTOR that during which renewal period it cannot place them in question order before accepting an order or without a long delay.

Any order shall not be deemed binding for PIROOZI as long as it is not confirmed by PIROOZI in written.

PIROOZI will take all reasonable commercial efforts to place orders accepted and make the delivery on time.

In case of receiving any orders from other companies which are located in DISTRIBUTOR`s country, PIROOZI should be inform DISTRIBUTOR about this company and provide all related contacts details for DISTRIBUTOR.

PIROOZI is not liable to DISTRIBUTOR with respect to any losses or damages arising directly or indirectly, accidentally, accordingly or by other way in case PIROOZI fails to make the delivery by the due date because of acts of god (Earthquake, Flood, Global Monetary crisis).

PIROOZI is responsible for providing all related documents and procedures for sample`s testing in Iran custom but PIROOZI is not responsible for any delay which is caused by Iran custom in boarder or any other delays which are caused by exporting procedures of chemical products in Iran custom.



PIROOZI will work in good faith to provide marketing and advertising materials, market information and technical information related to products to DISTRIBUTOR.

PIROOZI will provide most kinds of advertising materials for DISTRIBUTOR.

PIROOZI will guarantee that all products will be delivered without any defect and fault in regard to materials and workmanship. Since the shipment type is EX Works, DISTRIBUTOR is responsible for any damages and losses that will occur after delivery. PIROOZI advices insurance for all shipment.



This agreement is valid for 1 year after it is signed by parties. Unless any of the parties notify that the agreement will not be renewed with a written notification at least 1 month in advance during the validity period, the agreement extends with the same terms for 1 year.



a.   All notifications and correspondences in accordance and in conjunction with this a g agreement will be in English.

In case of any discrepancy, Agreement in English language will prevail.This contract will provide in English, Farsi and DISTRIBUTOR country`s language.



a.   This agreement cannot be partly or wholly transferred or assigned to third parties or organizations by DISTRIBUTOR.


PIROOZI will consider following cases as gross breach of this agreement and immediately terminate the agreement by notifying DISTRIBUTOR in written and without complying with any declaration time except for the other cases where DISTRIBUTOR does not comply with the agreement, especially if:

a. DISTRIBUTOR intends to transfer their rights and tasks located in this agreement to a third party without PIROOZI's prior written assent.

b. DISTRIBUTOR liquidates it activities or actually suspends business relations, liquidating or compromising actions taken or gratuitous bailee or judicial factor are assigned and bargains with their creditor and similar parties.

c. DISTRIBUTOR sells their trade activities or merges their them with a third party’s activities or the opposite ways round their trade activities are transferred by a third party.

DISTRIBUTOR is condemned due to fraudulence or abuse.



a. DISTRIBUTOR will agree and guarantee to accept any type of information and material collected legally from PIROOZI or third parties including but not limited to any type of information, standard, practice, correspondence, product prices related to PIROOZI that they acquainted or will acquaint in regards to subject of this agreement or a consequence of trade connection with PIROOZI as a trade secret or confidential information and to avoid from other behaviors such as providing and announcing this information to third parties, declaring it to public and making any changes on it without PIROOZI’s prior written confirmation, or otherwise to compensate all types of losses PIROOZI will be exposed to.



This agreement will be examined in accordance with international business Law and the text of this agreement in English language will be considered as valid text for all legal actions.

Any discrepancy arising from implementation of the agreement will be resolved by dispute resolution department in Paris chamber of commerce and in accordance with international business laws.



DISTRIBUTOR will never have the right to bind and represent PIROOZI via contracts entered into with third parties.

All previous agreements entered into by parties are terminated with rights acquired via this agreement and are considered to be invalid after the implementation of this agreement.

PIROOZI’s any waive from monitoring the violation of an article will not prevent PIROOZI from monitoring the implementation of this article or other violations arising from the agreement.

If separate provisions of this agreement is or will be missing, unenforceable or invalid, rest of the agreement continues to be valid. In this case, parties will agree on a corresponding provision that is as close as possible to the desired financial result and purpose of missing or invalid provision and is valid by law.

If parties cannot agree on a provision that is valid by law, mutual legal provision is implemented.

Each party undertakes to inform the other party about the address where they want the declarations, communications, proclamations and similar other documents to be delivered. Each party is obliged to inform the other party about any address changes without delay and in written. If the parties violate this obligation, they shall face all of the negative consequences arising from this.

This agreement consists of signed 7 pages and 21 main articles, is mutually read and signed on ...............................................and is signed as two copies and exchanged mutually.


                                      PIROOZI                                              DISTRIBUTOR

                                 Sign & Signature                                         Sign & Signature

                                 Date                                                        Date


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