DISTRIBUTION AGREEMENT

This agreement is made on the First day of March 2024 by and between the following
parties:

Al Mufid Pharmaceuticals and Foodstuffs Company (License No.I500256)

incorporated and registered under law of Kuwait, and having its registered office
at Al-Ardiya lndustrial Area, Block2, Parcel 68, Floor 1+Basement, Kuwait
(hereinafter referred to as the "Distributor'', which term shall include its successors,
assigns, subsidiaries, parent and or group Companies).

AND

Al Aleeza lnternational FZC (License No.I1123) incorporated and registered

under law of Dubai, United Arab Emirates and having its registered otfice at
Warehouse.Al-10, Post Box 16287, and Ajman (hereinafter referred to as the
"Principal", which term shall include its successors, assigns, subsidiaries, and
parent and or group Companies.

Preamble: The Principal is the licensed manufacturer / trade mark owner of "BSY
NONI Black Hair N4agic", "Malano Henna hair colour shampoo" & "Ayur Soap"
brand and other allied products (hereinafter referred to as the "Product(s)") and
wishes to appoint Al Mufid Pharmaceuticals and Foodstuffs Company) as the
exclusive Distributor of all the shampoo hair colour product(s) as per the terms
and conditions laid down in this document.

l. Area

1. Territory: The Principal wishes to appoint Al Mufid Pharmaceuticals and

Foodstuffs Company as the distributor of the Product over the geographical
area of the Kuwait.

2. The Distributor shall have the exclusive distribution rights for the "BSY NONI
Black Hair Magic", "Malano Henna", and "Ayur Soap" brand of products of
the Principal through all general retail outlets mentioned in the above territory
as per category, i.e. Hypermarket, A class, B class, Groceries, wholesalers and
other retail outlets, in the above designated territory in Kuwait.

ll. Terms:

A. Supply, Pricing and Margin

The Principal has agreed to supply the "BSY" ,Malano Hair colour shampoo & Ayur
Soap and allied brands of the Principal to the Distributor as per the following terms
and conditions:

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 1. The Principal has appointed the Distributor with the right of distribution of the
products under the brand name "BSY","Malano" & "Ayur Soap" of the Principal
over the territory.
2. The Principal agrees that the supply price of the products will be as per the
mutual understanding with the Distributor and that any change in the price during
the supply period shall be done with the prior written consent of the Distributor
giving 90 days' notice. Price List of the products mutually agreed between the
Principal and Distributor will be shown in the Annexure 1 of this agreement.
3. The Product shall conform to the regulations and label requirements of the
Kuwait. lt shall be the responsibility of the Principal to supply the product as per
the above regulation and requirement. Any change in the specifications shall be
incorporated by the Principal from time to time.
4. The Principal is liable to supply the quantity ordered by the Distributor at the
agreed price. Price cannot be changed on a purchase order that has already
been issued. The Distributor has the right to set the retail selling price of the
products with the Principal's consent.
5. The Principal shall directly invoice the consignment mentioned in the purchase
order to the Distributor at the agreed rate on DDP basis at the Distributor
warehouse in Kuwait. The consignment shall have a minimum 80% of shelf life
at the time of receiving the stocks at the distributor warehouse.
6. The Distributor shall be entitled for a margin of 25o/o of their selling price on the
regular pack. The margin will be 20o/o for promo-packs.
7. Our rebate reserve is flat 15%.
B. Returns, Damages & Expiry
1. The Distributor shall inform the Principal if the products shipped from the
Principal's end have any defects, variations in physical and / or invoice
quantities, damages, or of the goods detained by the competent authorities of
mentioned territory for not meeting the standards set by the Authority, and of
goods not in a saleable condition. [The Principal shall compensate the
Distributor at landed cost for all the above losses if proven to be a
manufacturing defect. The Distributor shall be settled for such claims and such
amounts shall be made by bank transfer within 60 days to the Distributor by the
Principal
2. For any return of stock from the market pertaining to the delivery made by the
previous Distributor, the Principal shall reimburse the Distributor at landed cost.
The reimbursement shall be made against the next invoice and if there are no
immediate shipments in the same month then the Principal shall reimburse the
Distributor by bank transfer within 60 days.
3. For any near expiry of stock from the market pertaining to the delivery made by
the Distributor, the Distributor shall inform the Principal at least 9 months before
such expiry and the Principal shall advice the Distributor regarding the
liquidation of such near expiry stock. The reimbursement will be processed
against the next invoice. lf there are no immediate shipments in the same
month, the Principal will reimburse the Distributor by bank transfer within 60
days.

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C. Promotion, Advertisement, Listing Gharges etc

1 . The Distributor shall list the products at the agreed outlets and submit the debit
note along with the supporting documents. The Principal shall reimburse the
listing fee by bank transfer within 60 working days of the submission of the debit
note/documents. The Distributor shall inform the Principal obtain permission
prior to listing and the procedure for reimbursement shall be the same.
2. The Distributor shall give in writing the details of the proposals for shelf rentals,
investment in promotion of the products, rebates offered to the clients etc to the
Principal as and when required. After reviewing such proposal, the Principal, at
its discretion, may decide in writing to authorize the Distributor to execute the
proposal. The expenses so incurred by the Distributor shall be reimbursed by
the Principal on submission of the relevant documents related to the purpose.
lf there are no immediate consignments then the Principal shall reimburse the
Distributor by bank transfer within 60 working days of the receipt of the
documents.

D. Shipment / Order Quantity

1. The Distributor has agreed to give the order quantity as per purchase orders to
the Principal and the same shall be shipped as per the mutually agreed
schedule.
2. [The Distributor shall have a 45 - 60 days stock inventory in the warehouse and
shall provide 3 months rolling forecast.l

E. Payment terms
1. The period shall be 60 days from the date of receipt of consignment.

F. Contract Period
1. This contract is valid from 1"t of fVarch 2024 until 30th February 2025 and
thereafter shall be renewed for periods of one year automatically.

G. General Conditions

1. The Principal reserves the right of ownership of its brand name "BSY","Malano"
& "Ayur Soap" and the Distributor cannot claim any right for the brand name,
now or in future. Additionally, the Distributor cannot change any of the brand
identity.
2. The Distributor shall not have the right to add or amend any contents of the
packing of the Principal's products; any required sticking / alterations should be
only implemented after obtaining the Principal's written consent.

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 3. The Principal indemnifies the Distributor against all loss, damages, claims,
liability, expenses, payments or outgoing incurred due to the use of the product
by the consumers.
4. Visa is required only for the promoter and brand manager. lt is mutually agreed
that salaries for the promoter and brand manager will be provided and
reimburse within 30 days. lf there are additional promoter requirements in the
future, support will be needed.

H. Confidentiality

1. Both the Parties undertake to keep during the term of this Agreement or
thereafter, in strict confidence this Agreement, any confidential information
relating to the state of affairs of the terms and conditions of this agreement that
may come within their knowledge in the course of or during the term of this
Agreement, and shall not disclose the same to any third party, without prior
written consent of the other Party, except to the extent required under any law
or regulation in force, or any order of a court of law.

l. Termination

1. Either Party may terminate this Agreement upon notice to the other Party, upon
failure of a Party to fulfill or perform any one of its duties, obligations or
responsibilities under Sections of this Agreement to the other, which failure if
not cured within Sixty (60) days of receipt of a written notice thereof.
2. The Distributor should be compensated by the Principal for the termination
without any valid reason.
3. Upon termination of this agreement the Principal shall appoint a representative
to ascertain the stock with the Distributor, evaluate the stock and reimburse
the Distributor at landed cost before making arrangements to take out the stock
from the Distributor's warehouse.

J. Governing Law

1. This agreement shall be governed by and interpreted in accordance with the

laws of the Kuwait. Any matter, dispute or controversy arising from this contract
shall be settled in competent courts of Kuwait.

Signatories

For Al Mufid Pharmaceuticals and Foodstuffs Company For Al Aleeza lnternational FZC

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