DISTRIBUTOR AGREEMENT

This Distributor Agreement (the “Agreement”) is made by and between the following parties:

1. Definitions

For the purpose of this Agreement, unless the context otherwise requires:

• Products means the butterfly valves and any other agreed valve products supplied by Party A.
• Territory means the country, region, or market area expressly approved for Party B under this Agreement.
• Customers means end users, contractors, project buyers, resellers, or other commercial buyers in the Territory.
• Intellectual Property means trade names, trademarks, logos, catalogues, technical materials, drawings, product data, and other related rights or materials belonging to Party A.

2. Appointment

Party A hereby appoints Party B as an authorized distributor of the Products within the agreed Territory, and Party B accepts such appointment, subject to the terms and conditions of this Agreement.

Unless otherwise expressly stated in writing, such appointment shall be understood as a non-exclusive distributorship. Any exclusive arrangement must be separately approved and confirmed by Party A in writing.

3. Territory and Channel Scope

Party B shall market, promote, and sell the Products only within the approved Territory and within the approved business scope. Party B shall not actively solicit business outside the Territory without prior written consent from Party A.

Party B shall not appoint sub-distributors, resellers, or agents under Party A’s name without prior written approval from Party A.

4. Product Scope

The Products covered by this Agreement shall include butterfly valves and any additional products separately confirmed by Party A in writing. Product specifications, commercial availability, and quotation details shall be subject to Party A’s current production capability, technical confirmation, and order acceptance.

5. Exclusivity Conditions

If Party A grants Party B any exclusive or quasi-exclusive rights in a Territory, such rights shall be conditional upon Party B’s continued performance, including but not limited to:

• Achievement of agreed annual sales targets;
• Active market development and reporting;
• Maintenance of pricing discipline and channel order;
• Compliance with Party A’s branding, sales, and commercial policies.

Failure to meet such conditions may result in revision, suspension, or cancellation of exclusivity rights at Party A’s discretion.

6. Distributor Obligations

Party B shall:

• Actively promote the Products within the Territory;
• Maintain a professional market image and protect the reputation of Party A and the Products;
• Provide timely sales follow-up, customer communication, and commercial response;
• Use reasonable efforts to provide local technical-sales coordination and after-sales support;
• Comply with applicable laws, regulations, certifications, import rules, tax rules, and business requirements in the Territory;
• Promptly report key customer opportunities, material complaints, major project activity, and relevant market feedback to Party A.

7. Supplier Support

Subject to practical business conditions, Party A may provide Party B with support including:

• Product catalogues, datasheets, drawings, and available technical materials;
• Quotation support and product selection assistance;
• Marketing materials and product presentation assets;
• OEM / private-label discussion support where commercially and technically feasible;
• Reasonable export coordination and order follow-up support.

Party A reserves the right to decide the scope, timing, and commercial conditions of such support.

8. Sales Targets and Market Development

Party B shall use commercially reasonable efforts to develop the agreed market. Annual targets, development plans, or commercial review indicators may be confirmed in a separate appendix, annual business plan, or territory confirmation letter.

Party A may evaluate Party B’s performance based on criteria such as:

• Sales volume and order performance;
• Market coverage and business activity;
• Quality of customer development and project follow-up;
• Compliance with commercial and channel rules.

9. Pricing, Quotations, and Payment

Unless otherwise agreed in writing:

• All prices are subject to Party A’s written quotation and final order confirmation;
• Party A may revise prices based on raw material fluctuation, exchange rates, specification changes, volume, and delivery conditions;
• Payment terms, currency, banking charges, and settlement conditions shall be stated in the quotation, proforma invoice, or final order confirmation;
• No quotation shall be binding unless expressly confirmed by Party A.

10. Orders and Delivery

All purchase orders placed by Party B are subject to Party A’s acceptance. Party A reserves the right to reject orders that are technically unclear, commercially unsuitable, non-compliant, or inconsistent with agreed business conditions.

Delivery time, packing method, shipping arrangement, and Incoterms shall be specified in the relevant quotation or order confirmation. Risk transfer shall be governed by the agreed Incoterms.

11. Inspection, Warranty, and Claims

Party A shall provide the Products in accordance with the agreed specification and quality standards confirmed for each order. Party B shall inspect the Products upon receipt and notify Party A in writing of any visible shortage, transport damage, or apparent defect within a reasonable period.

Any warranty claim shall be supported by sufficient evidence, including photos, installation details, operating conditions, serial or batch information, and any other information reasonably requested by Party A.

Party A’s warranty liability, if applicable, shall be limited to repair, replacement, technical guidance, or other remedy determined by Party A under the circumstances and in accordance with the confirmed warranty scope.

12. Branding, Marketing, and Intellectual Property

Party B may use Party A’s trademarks, logos, names, and approved materials solely for promoting the Products in the Territory and only in a lawful, accurate, and brand-consistent manner.

Party B shall not:

• Alter Party A’s trademarks or product materials without approval;
• Register or attempt to register any similar trademark, domain, company name, or branding confusingly similar to Party A’s branding;
• Use Party A’s brand in a misleading, unlawful, or unauthorized way.

13. Channel Protection and Commercial Discipline

Party B shall comply with Party A’s reasonable commercial discipline requirements, including but not limited to:

• No unauthorized cross-region selling;
• No harmful price dumping or disorderly quotation behavior;
• No misuse of project opportunities or customer information;
• No unauthorized representation of exclusivity or formal authority beyond the approved scope.

14. Confidentiality

Each party shall keep confidential all non-public commercial, technical, pricing, customer, business, and operational information received from the other party and shall not disclose such information to any third party except as required for legitimate performance of this Agreement or as required by law.

15. Compliance

Each party shall comply with all applicable laws and regulations relating to anti-bribery, sanctions, export control, import control, competition law, and fair commercial conduct. Either party may suspend or terminate cooperation if it reasonably believes the other party has engaged in unlawful or improper conduct.

16. Term and Renewal

This Agreement shall take effect on the Effective Date and shall remain valid for an initial term of one (1) year, unless otherwise specified. It may be renewed by mutual written agreement following business review.

17. Termination

Either party may terminate this Agreement by written notice if:

• The other party commits a material breach and fails to cure within a reasonable period after written notice;
• The other party becomes insolvent, enters liquidation, or ceases business operations;
• Continued cooperation becomes unlawful or commercially impossible;
• Both parties agree in writing to terminate.

Termination shall not affect accrued payment obligations, confidentiality obligations, intellectual property protections, or any other clauses intended by nature to survive termination.

18. Limitation of Liability

To the maximum extent permitted by law, neither party shall be liable to the other for indirect, incidental, special, or consequential loss, including loss of profit, loss of opportunity, or loss of reputation, except in cases of fraud, willful misconduct, or other liability that cannot lawfully be excluded.

19. Force Majeure

Neither party shall be liable for failure or delay caused by events beyond reasonable control, including but not limited to natural disasters, war, epidemic, government action, major transport disruption, labor disturbance, or major supply interruption. The affected party shall notify the other party as soon as reasonably possible.

20. Governing Law and Dispute Resolution

This Agreement shall be governed by the law to be specified in the final executed version. In the absence of a separately signed legal appendix, the parties agree to first attempt good-faith negotiation. If no resolution is reached, the dispute shall be submitted to the agreed court or arbitration institution stated in the final signed version.

21. Miscellaneous

• This Agreement constitutes the main understanding between the parties regarding the distributorship relationship.
• Any amendment must be made in writing and signed or confirmed in writing by both parties.
• If any provision is found invalid, the remaining provisions shall remain effective.
• This Agreement may be executed in counterparts, each of which shall be deemed an original.

22. Signature Page

Party A	Party B
Seallon Flow Technology Authorized Signatory: ___________________________ Title: ___________________________ Date: ___________________________	___________________________ Authorized Signatory: ___________________________ Title: ___________________________ Date: ___________________________