DISTRIBUTION AGREEMENT

This Agreement is made on the date of the last signature set out below.

BETWEEN:

(1) Argento Global Solutions Ltd, trading as Fire Safety Stick Ltd, a company registered in the United Kingdom under number 11750584 whose registered office is at Unit 8, Progress Park, Ribocon Way, Luton, Beds LU4 9UR (hereinafter known as the “Supplier”) and Distributor (hereinafter known as the “Distributor”)
WHEREAS:

A. The Supplier sells the Fire Safety Stick, a manual, portable fire extinguishing device and wishes to appoint the Distributor as its non-exclusive distributor for the Products in the Territory, and the Distributor wishes to accept that appointment.

B. The Supplier and the Distributor have agreed to enter into an agreement upon the terms and subject to the conditions of this Agreement to govern that appointment.

NOW IT IS HEREBY AGREED as follows:

1. Definitions and Interpretations
1.1 In this Agreement unless the context otherwise requires:
“Agreement” This document including any amendments;
“Business Day Means any day (other than Saturday or Sunday) which is not a bank or public holiday, on which ordinary banks are open for their full range of normal business in England;
“Commencement Date” Means the date of this Agreement;
“Confidential Information” All confidential information (however recorded or preserved) disclosed by either party to the other party concerning the disclosing party’s (a) business, affairs, customers, clients, Suppliers, plans, intentions or market opportunities; (b) operations, processes, product information, know-how, designs, trade secrets or software; and (c) information developed by it under this Agreement;
“Data Protection Legislation” means any and all legislation and other regulatory requirements from time to time in force governing the collection, holding, and processing of personal data including, but not limited to, the Data Protection Act 2018 or any successor legislation, and EU Regulation 2016/679 General Data Protection Regulation (GDPR) and any other directly applicable EU regulation relating to privacy and data protection (for so long as EU law has legal effect in the UK);
“Intellectual Property” means: (a) any and all rights in any patents, trade marks, service marks, registered designs, applications (and rights to apply for any of those rights) trade, business and company names, internet domain names and e-mail addresses, unregistered trade marks and service marks, copyrights, database rights, know-how, trade secrets, rights in designs and inventions, or goodwill;
(b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a);
(c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and
(d) the right to sue for past infringements of any of the foregoing rights;
“Products” means the Products described in Schedule 1 and any other products which the Supplier allows the Distributor to sell under this Agreement;
“Restricted Information” means, in relation to the business, affairs, customers, clients or suppliers of either party, information which is disclosed by that party to the other party pursuant to, or in connection with, this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);
“Scheduled Prices” means, in relation to any Product ex-works selling price
“Subsidiary” has the meanings given to this expression by Section 1159 of the Companies Act 2006;
“Territory” means in the premises or online shops of the distributor in the UK and Ireland only
“Supplier’s Conditions” the Supplier’s terms and conditions as changed by the Supplier from time to time after written notice of the change to the Distributor; the Supplier’s terms and conditions as changed by the Supplier from time to time after written notice of the change to the Distributor
“RRP” Means our current recommended retail price as shown in our price list
“Trade Marks” means the trade marks listed in Schedule 2; and
“Year” means, as the case may be, the period of 365 consecutive days beginning on the Commencement Date (the first Year) or the period of 365 consecutive days beginning on an anniversary of the Commencement Date.

1.2 Unless the context otherwise requires, each reference in this Agreement to:-
1.2.1 “writing”, and any similar expression, includes a reference to any communication effected by electronic or similar means;
1.2.2 a “working day” is a reference to any day other than Saturday or Sunday which is not a bank or public holiday in the territory of either party;
1.2.3 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.2.4 “this Agreement” is a reference to this Agreement and each of the Schedules, as amended or supplemented at the relevant time;
1.2.5 a Schedule is a schedule to this Agreement; and
1.2.6 a clause or paragraph is a reference to a Clause of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule.
1.3 In this Agreement any reference to:
1.3.1 a party means one of the parties to this Agreement, and any reference to the parties means the two parties to this Agreement;
1.3.2 the parties includes a reference to their respective personal representatives, heirs, successors in title and permitted assignees;
1.3.3 a person includes any body corporate, unincorporated association, partnership or any other legal entity;
1.3.4 a singular number include the plural and vice versa; and
1.3.5 either gender shall include any other gender.
1.4 The headings in this Agreement are for convenience only and shall have no effect on its interpretation.

2. Appointment
2.1 The Supplier hereby appoints the Distributor as its non-exclusive distributor for the resale of the Products in the Territory in the distributors shop, ecommerce shop or events, the Distributor agrees to act in that capacity, upon the terms of, and subject to the conditions of, this Agreement.
2.2 The Supplier can sell the products directly to customers in the Territory, rather than having to refer them to the Distributor.
2.3 The Distributor shall not:
2.3.1 purchase or otherwise acquire the Products for resale from any person, firm or company other than the Supplier; or
2.3.2 manufacture or distribute any goods which compete with the Products; or
2.2.3 in a territory outside the Territory, actively advertise or solicit orders, establish branches or maintain distribution depots for the Products but this restriction shall only apply where the Supplier has reserved that territory exclusively to itself or to another buyer. The Distributor may in that or any other case respond to unsolicited requests for purchase of the Products from outside the Territory.
2.2.4 Sell the products on any third party selling sites ie. Amazon, ebay etc and any distributor found doing so will have the agreement terminated with immediate effect
2.4 For the avoidance of doubt the Supplier shall be entitled, upon giving reasonable prior notice thereof to the Distributor, to contact customers of the Distributor for the purpose of conducting market research and customer surveys regarding the Products.

3. Supplier’s Obligations
3.1 The Supplier must:
3.1.1 Make reasonable efforts to supply the Products to the Distributor;
3.1.2 Give the Distributor reasonable notice of any changes (which the Supplier can choose from time to time) in the Supplier’s prices of the Products or the Supplier’s intention to extend the range of, withdraw, modify or discontinue the Products; and
3.1.3 Inform the Distributor within a reasonable time of any problem in meeting the Distributor’s orders.

4.Distributor’s Obligations
4.1 The Distributor must:
4.1.1 Use its reasonable endeavours to promote and extend the distribution and sale of the Products throughout the Territory and shall be entitled as provided in this Agreement, to promote the Products in such manner as it may think fit;
4.1.2 Act conscientiously and in good faith, and follow all the Supplier’s reasonable instructions and not its own interests to conflict with its duties to the Supplier;
4.1.3 Make clear, in all dealings with customers and prospective customers, that it is acting as a distributor of the Products for the Supplier and not as an agent of the Supplier;
4.1.4 Buy the Products for use or resale by it and negotiate and enter into contracts for the sale of the Products in its own name and for its own account
4.1.5 Keep informed of current price lists and RRP’s,
4.1.6 Buy from the Supplier all its requirements of the Products and not buy similar ones from any source;
4.1.7 Deal promptly with any complaints, claims or actions relating to the Products and keep the Supplier fully informed of any matters relating to defects or alleged defects in the same;
4.1.8 Comply with all legal or regulatory requirements from time to time in force relating to the distribution and sale of the Products in the Territory;
4.1.9 maintain, at its own expense, appropriate premises, offices, stores, display and administration facilities and any vehicles and systems necessary to carry out its duties under this Agreement;
4.1.10 on the Commencement Date place an initial order for Products as per the starter pack or any other minimum amount as mutually agreed .
4.1.11 ensure that the products are stored and transported in optimum condition;
4.1.12 have where required regular contact with the Supplier to discuss the marketing and selling of the Products;
4.1.13 keep the Supplier advised and informed regularly, and as the need arises, of the sale, distribution, marketing and promotional activities of any companies manufacturing, selling, distributing or promoting any products in the Territory which compete or may compete with the Products and also of any significant information which is likely to be of benefit to the Supplier in the marketing of the Products and of any event affecting the sale of the Products in the Territory;
4.1.14 On request, give the Supplier information relevant to the Distributors activities in the Territory and send to the Supplier any of them, so far as reasonable, including:
* The previous, current and anticipated volume of sales;
* The state of the market;
* Any complains or after sales enquires;
* Any leads outside the Territory;
* Up-to-date customer lists including names, addresses and Product details, so that Products can be, for instance, traced or recalled;
* Any insurance or claims;
4.1.15 To ensure business continuity, in the 1 month before this Agreement ends, the Supplier can: refuse to accept any orders from the Distributor, appoint a successor to the Distributor, introduce the successor to customers and potential customers and allow the successor to market itself as the Supplier’s distributor or agent; and
4.1.16 The Distributor must not, during this Agreement, and for a period of 12 months after the end of this Agreement, be involved directly or indirectly in the manufacture or sale in the Territory of any things which compete with the Products.

5. Conditions of Sale
5.1 The title to any consignment of the Products shall not pass to the Distributor until the Supplier has received payment in full of both the price therefor and all monies owing by the Distributor to the Supplier.
5.2 Risk of loss of or damage to any consignment of the Products shall pass to the Distributor from the time that the Distributor acknowledges them as delivered as set out in the Distributor’s delivery.
5.3 Subject as herein provided the Supplier warrants to the Distributor that:
5.3.1 all Products supplied hereunder will be of satisfactory quality and will comply with any specification agreed for them;
5.3.2 the trade marks of which registration particulars are given in Schedule 4 are registered in the name of the Supplier and that it has disclosed to the Distributor all trade marks and trade names used by the Supplier in relation to the Products at the date of this Agreement;
5.3.3 it is not aware of any rights of any third party in the Territory which would or might render the sale of the Products, or the use of any of the Trade Marks on or in relation to the Products, unlawful; and
5.3.4 the Products will be free from any charge or encumbrance when title in them passes to the Distributor
5.4 In the event of any breach of the Supplier’s warranty in Sub-Clause 5.3 by whatever reason and howsoever caused, the Supplier shall be liable for and will indemnify the Distributor against any loss, damage, cost or any claim for compensation or any legal or other expenses suffered by the Distributor whether it be direct, indirect, special or consequential.
5.5 All the Products supplied by the Supplier shall be sold subject to the Supplier’s Standard Conditions of Sale as altered or modified from time to time, any alterations or modifications to be notified to the Distributor except to the extent than such conditions are inconsistent with the terms of this Agreement, in which case the latter shall prevail. A copy of the Supplier’s standard Conditions of Sale in force at the date hereof has been supplied to the Distributor prior to the Commencement Date.

6. Support and Training
6.1 The Supplier shall from time to time provide the Distributor with such samples, catalogues, brochures and up to date information concerning the Products as the Supplier may consider appropriate or as the Distributor may reasonably require in order to assist the Distributor with the sale of the Products in the Territory, and the Supplier shall use all reasonable endeavours to answer as soon as reasonably practicable any technical enquiries concerning the Products which are made by the Distributor.
6.2 The Services to be provided by the Supplier pursuant to Sub-Clauses 6.1 shall be free of charge.
6.3 In any case where employees of either party visit the premises of the other for the purposes of this Agreement, the first mentioned party shall:
6.3.1 procure that each such employee complies with all security, safety and other regulations which apply to or are in force at the other party’s premises; and
6.3.2 indemnify the other party against any direct damage to property of the other party which is caused by any act or omission of any such employee at the other party’s premises.

7. Intellectual Property
7.1 The Supplier hereby authorises the Distributor to use the Trade Marks in the Territory or in relation to the Products for the purposes only of exercising its rights and performing its obligations under this Agreement.
7.2 The Distributor shall sell the Products under the Trade Marks and shall ensure that each reference to and use of any of the Trade Marks on the packaging or otherwise is in a manner from time to time approved by the Supplier and accompanied by an acknowledgement in a form approved by the Supplier, that the same is a Trade Mark of the Supplier.
7.3 The Distributor shall not:
7.3.1 make modifications to the Products or their packaging;
7.3.2 use in relation to the Products any trade marks other than the Trade Marks without obtaining the prior written consent of the Supplier;
7.3.3 deface, tamper with, obliterate or remove any of the Trade Marks, trade names, logos, insignia or identification numbers which may be embossed upon or affixed to the Products and the packaging therefor supplied to the Distributor by the Supplier;
7.3.4 use any of the Trade Marks in any way which might prejudice their distinctiveness or validity or the goodwill of the Supplier subsisting therein;
7.3.5 acquire any right, title or interest in or to any of the Trade Marks or the goodwill associated therewith or in or to any of the advertising, promotional or merchandising work or material for or relating to the Products and belonging to or developed by or for the Supplier. Notwithstanding the foregoing, if any such right, title or interest as aforesaid should be acquired by or arise in favour of the Distributor, the Distributor shall on request by the Supplier forthwith assign or otherwise transfer the same absolutely to the Supplier; or
7.3.6 use in the Territory any trade marks or trade names so resembling any trade mark or trade name of the Supplier as to be likely to cause confusion or deception.
7.4 The Distributor shall at the request of the Supplier execute such registered user agreements or licences in respect of the use of the Trade Marks in the Territory as the Supplier may reasonably require, provided that the provisions thereof shall not be more onerous or restrictive than the provisions of this Agreement.
7.5 The Distributor shall promptly notify the Supplier of any actual, threatened or suspected infringement or wrongful use in the Territory which comes to its notice, of any patents, registered designs, copyrights, trade names or the Trade Marks relating to the Products and provide the Supplier with all such assistance as the Supplier may reasonably require in attempting to put to an end such infringement or wrongful use. The Supplier shall reimburse the Distributor for any reasonable out-of-pocket expenses incurred by the Distributor in providing such assistance provided that such expenditure has been approved in advance by the Supplier.

8. Prices and Payment
8.1 Subject to Sub-Clause 9.2 below, the prices payable by the Distributor for the Products shall be as set out in our price lists
8.2 The products are sold on an “ex-works” basis so prices are exclusive of delivery, and where delivery is provided by the Supplier, the Distributor must pay for all transport costs, including transit insurance.
8.3 The Supplier reserves the right to change the Scheduled Prices of any Products at any time during the period of this Agreement, but in the event of a proposed increase the Supplier will give the Distributor not less than 1 months’ notice thereof and the Distributor shall have the right within 1 month of that notice to cancel or amend any orders for Products sent to and accepted by the Supplier.
8.4 All sums payable by either party pursuant to this Agreement are exclusive of any value added tax or other tax. Each party shall be responsible for its own tax liabilities.
8.5 All payments required to be made pursuant to this Agreement by either party shall be made as agreed in schedule 3 in GBP in cleared funds to such bank as the other party may from time to time nominate, without any set-off, withholding or deduction.
8.6 Where any payment pursuant to this Agreement is required to be made on a day on which is not a Business Day, it may be made on the next following Business Day.
8.7 If either party fails to pay on the due date any amount which is payable to the other pursuant to this Agreement then, without prejudice to Clause 10, that amount shall bear interest from the due date until payment is made in full, both before and after any judgment, at 8 per cent per annum over the Bank of England base rate from time to time in force, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
8.8 If the Distributor fails to pay any sums due in respect of the Products within the time specified in Sub-Clause 9.5 above, the Supplier shall, without prejudice to any other rights or remedies it may have, be entitled to:
8.9 cancel or suspend any further delivery of the Products to the Distributor;
8.10 terminate this Agreement.

9 Termination
9.1 This Agreement shall come into force on the Commencement Date and shall continue until termination has occurred, subject to what has been agreed and to the following provisions set out below.
9.2 The Distributer may terminate this Agreement by giving written notice if:
9.3.1 any sum owing to you under any of the provisions of this Agreement is not paid;
9.3.2 if the Seller commits any other breach of any of the provisions of this Agreement and, if the breach is capable of remedy, fails to remedy it within 14 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;
9.3.3 an encumbrancer takes possession, or where that other party is a company, a receiver is appointed, of any of the property or assets of that other party;
9.3.4 the Seller makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
9.3.5 the Seller, being firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other party under this Agreement);
9.3.6 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to that other party;
9.3.7 the Seller ceases, or threatens to cease, to carry on business; or
9.3.8 The Supplier may terminate this Agreement immediately if the distributor is found to be selling the products in any third party selling sites
9.3.9 The Supplier may terminate this Agreement immediately at any point by giving written notice
9.4 For the purposes of Sub-Clause 10.3.2, a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than as to the time of performance (provided that the time of performance is not of the essence).

10 Effects of Termination
10.1 On termination, the Supplier shall deal with any order received from the Distributor before the date of termination as follows unless termination is from breach of contract the following clause shall apply
10.1.1 the Supplier will fulfil any such order as the Supplier has accepted prior to that date but has not yet despatched
10.1.2 if the Distributor wishes to cancel such order, the Supplier shall in its discretion decide whether to allow that cancellation and will promptly notify the Distributor of its decision in this respect. If it decides to allow cancellation the Supplier will make the refund concerned;
10.2 All sums which may become due from the Distributor to the Supplier in respect of Products supplied prior to the effective date of termination shall forthwith become due and payable by the Distributor to the Supplier;
10.3 The Distributor shall cease forthwith to represent itself as appointed non-exclusive distributor of the Supplier’s Products within the Territory and shall remove all reference to such effect from its stationery, promotional literature and name plates;
10.4 The Distributor shall cease to advertise or promote the Products or to make any use of the Trade Marks other than for the purpose of selling Products in respect of which the Supplier does not exercise its rights of re-purchases;
10.5 The Distributor shall at its own expense deliver to the Supplier or otherwise dispose of in accordance with the Supplier’s instructions all sales and promotional literature, documents containing technical information and customer lists relating to the Products;
10.6 All the rights and obligations of the parties under this Agreement shall terminate, except for any rights or obligations to which any of the parties may be entitled or be subject before its termination (which shall remain in full force and effect) and except as otherwise provided in this Clause 10;
10.7 Neither the rights to terminate given by the provisions of this Agreement nor their exercise shall affect or prejudice either:
10.7.1 any right to damages or other remedy which the terminating party may have in respect of the event giving rise to the termination; or
10.7.2 any other right to damages or other remedy which either party may have in respect of any breach of this Agreement which existed at or before the date of termination; and
10.7.3 Clauses 1, 11, 12, and 13 shall remain in effect.

11 Confidentiality
11.1 Each party undertakes that, except as provided by Sub-Clause 11.3 or as authorised in writing by the other party, it shall, at all times during the continuance of this Agreement and for 12 calendar months after its termination:
11.1.1 keep confidential all Restricted Information;
11.1.2 not disclose any Restricted Information to any other person;
11.1.3 not use any Restricted Information for any purpose other than as contemplated by and subject to the terms of this Agreement;
11.1.4 not make any copies of, record in any way or part with possession of any Restricted Information; and
11.1.5 ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that party, would be a breach of the above provisions of this Sub-Clauses 11.1.
11.2 Either party may:
11.2.1 disclose any Restricted Information to:-
11.2.1.1 any sub-contractor or supplier or customer of that party;
11.2.1.2 any governmental or other authority or regulatory body; or
11.2.1.3 any employee or officer of that party or of any of the aforementioned persons;
to such extent only as is necessary for the purposes contemplated by this Agreement, or as required by law, and in each case subject to that party first informing the person in question that the Restricted Information is confidential and (except where the disclosure is to any such body as is mentioned in 11.2.1.2 above or any employee or officer of any such body) obtaining and submitting to the other party a written undertaking from the person in question, as nearly as practicable in the terms of this Clause, to keep the Restricted Information confidential and to use it only for the purposes for which the disclosure is made; and
11.2.2 use any Restricted Information for any purpose, or disclose it to any other person, to the extent only that
11.2.2.1 it is at the date of this Agreement, or at any time after that date becomes, public knowledge through no fault of that party, provided that in doing so that party does not disclose any part of that Restricted Information which is not public knowledge; or
11.2.2.2. it or any part thereof can be shown by that party, to the reasonable satisfaction of the other party, to have been known to that party prior to such disclosure
11.3 The provisions of this Clause shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason.

12 Liability
12.1 Notwithstanding anything to the contrary in this Agreement, the Distributor shall not, except in respect of death or personal injury caused by the negligence of the Distributor, be liable to the Supplier by reason of any representation or implied warranty, condition or other term or any duty at common law, or under any of the express terms of this Agreement, for any indirect or consequential loss or damage (whether for loss of profit or otherwise and whether occasioned by the negligence of the Distributor or its employees or agents or otherwise) arising out of or in connection with any act or omission of the Distributor.

13 Indemnity
13.1 If any claim is made or threatened to be made against the Distributor or its associated companies or any of its or their servants or agents arising out of or in connection with this Agreement, howsoever the same may arise and whether occasioned by the negligence of Supplier or otherwise, but except as a result of the wilful default of the Distributor, the Supplier shall indemnify the Distributor in respect of any loss, damages, costs or other claim for compensation or any legal or other expenses which are awarded against or incurred by the Distributor or agreed with the consent of the Supplier to be paid by the Distributor in settlement of the claim.
13.2 The indemnity given under Clause 14.1 shall only apply provided that and the Distributor accordingly undertakes to the Supplier that:-
13.2.1 the Supplier shall be given full control of any proceedings or negotiations in connection with any such claim or threatened claim;
13.2.2 the Distributor shall at its own cost give the Supplier all reasonable assistance for the purpose of any such proceedings or negotiations;
13.2.3 except pursuant to a final award, the Distributor shall not pay or accept any such claim or threatened claim, or compromise any such proceedings or negotiations, without the consent of the Supplier (which shall not be unreasonably withheld);
13.2.4 the Distributor shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Distributor may have in relation to any such claim or threatened claim, and this indemnity shall not apply to the extent that the Distributor recovers any sums under any such policy or cover (which the Distributor shall use its best endeavours to do);
13.2.5 the Supplier shall be entitled to, and the Distributor shall accordingly account to the Supplier for, all damages and costs (if any) awarded against any other party or agreed by the Distributor (which agreement shall not be unreasonably withheld) to be paid by any other party in respect of any such claim or threatened claim; and
13.2.6 the Supplier shall be entitled to require the Distributor to take such steps as the Supplier may reasonably require to mitigate or reduce any loss of the Distributor.

14 Force Majeure
14.1 Neither party will be liable for any failure or delay in performing their obligations under this Agreement where such failure or delay results from any cause beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, acts of terrorism or war, governmental action or any other event beyond the control of the Party in question.

15 Data Protection
15.1 Each party agrees to comply with all applicable data protection legislation including, but not limited to, the General Data Protection Regulation 2016 and any subsequent amendments thereto.

16 Nature of the Agreement
16.1 Each party shall be entitled to perform any of the obligations undertaken by it and to exercise any rights granted to it under this Agreement through any other Member of its Group, provided that any act or omission of that other Member shall, for all the purposes of this Agreement, be deemed to be the act or omission of the party in question.
16.2 Subject to Sub-Clause 16.1 this Agreement is personal to the parties and neither party may assign, mortgage, or charge (otherwise than by floating charge) or sub-license any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations hereunder, except with the written consent of the other party.
16.3 This Agreement contains the entire agreement between the parties with respect to its subject matter.
16.4 This Agreement supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
16.5 This Agreement may not be modified except by an instrument in writing signed by the duly authorised representatives of the parties.
16.6 No failure or delay by either party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
16.8 No person other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
16.9 If any one or more provisions of this Agreement are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed to be severed from the remainder of the Agreement. The remainder of this Agreement shall be valid and enforceable.

17 Costs
17.1 Subject to any express provisions to the contrary each party to this Agreement shall pay it own costs of and incidental to the negotiation, preparation, execution and carrying into effect of this Agreement.

18 Notices
18.1 All notices shall be in writing, addressed to the most recent address or email address notified to the other Party and shall be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice. Notices will be deemed to have been duly given: when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; when sent, if transmitted by email and a successful return receipt is generated, or on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid.

19 Relationship of the Parties
19.1 The Distributor acts as an independent contractor under this Agreement.
19.2 Nothing in this Agreement shall be construed to place the Parties in the relationship of agent and principal, partners, employer and employee, or joint venturers.
19.3 Neither Party shall have the right or power to obligate or bind the other in any manner whatsoever.

20 Set Off
20.1 The Distributor shall not be entitled to withhold payment of any sums after they become due by reason of any right of set-off or counterclaim which the Distributor may have or allege to have or for any other reason whatsoever.

21 Applicable Law and Jurisdiction
21.1 This Agreement (including any non-contractual matters and obligations arising therefrom or associated with them) shall be governed by, and construed in accordance with, the laws of England and Wales.
21.2 The Parties irrevocably agree that any dispute, controversy, proceedings or claim arising out of or in connection with this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the exclusive jurisdiction of the courts of England and Wales.

SCHEDULE 1: PRODUCTS
FSS 50 – 50 SECOND FIRE SAFETY STICK
FSS 50 Commercial – 50 SECOND FIRE SAFETY STICK inc sign, sticker & tag (or equivalent)
FSS 100 – 100 SECOND FIRE SAFETY STICK

SCHEDULE 2: Trade Marks
FSS – Fire safety stick FSS pro – Fire safety stick pro
FSS commercial – Fire safety stick commercial