EXCLUSIVE AFRICAN MASTER DISTRIBUTION AGREEMENT
Topak Power Technology – Neftaly Corporate
This Exclusive African Master Distribution Agreement (“Agreement”) is entered into on this ___ day of __________ 20___
BETWEEN
TOPAK POWER TECHNOLOGY
A company duly incorporated under the laws of its country of registration
(hereinafter referred to as “TOPAK”, “Manufacturer”, or “Principal”)
AND
NEFTALY CORPORATE
A company duly registered in the Republic of South Africa
(hereinafter referred to as “NEFTALY”, “Master Distributor”, or “Distributor”)
Collectively referred to as “the Parties.”
1. PURPOSE
The purpose of this Agreement is to appoint Neftaly Corporate as the Exclusive Master Distributor of Topak Power Technology products within Africa responsible for:
- Continental distribution
- Commercial market development
- Dealer and reseller appointment
- Installation coordination
- Regulatory compliance
- After-sales infrastructure
2. APPOINTMENT AS MASTER DISTRIBUTOR
2.1 TOPAK hereby appoints NEFTALY as the:
✅ Exclusive African Master Distributor
✅ Authorized Importer and Distributor
✅ Regional Commercial Manager
✅ Installation Coordination Authority
✅ Compliance and Certification Facilitator
2.2 NEFTALY accepts the appointment under the terms herein.
3. TERRITORIAL EXCLUSIVITY
The Distributor shall hold exclusive distribution rights throughout:
- South Africa
- Southern Africa (SADC)
- East Africa
- West Africa
- Central Africa
- North Africa
(Collectively referred to as “African Territory”)
TOPAK shall not appoint any additional distributor within the Territory during the Agreement term.
4. MASTER DISTRIBUTION RIGHTS
NEFTALY shall have authority to:
- Import TOPAK products into Africa
- Establish national distributors
- Appoint wholesalers and resellers
- Create franchise or dealer systems
- Establish logistics hubs
- Maintain regional warehouses
- Participate in government tenders
- Execute commercial supply contracts
5. SUB-DISTRIBUTION AUTHORITY
NEFTALY may:
- Appoint country distributors
- Create joint ventures
- License installation partners
- Authorize EPC contractors
- Establish service centers
All sub-distributors shall comply with TOPAK standards.
6. SUPPLY & PRODUCT OBLIGATIONS (TOPAK)
TOPAK shall:
- Manufacture compliant products
- Ensure international certification standards
- Provide technical documentation
- Supply marketing materials
- Provide training support
- Maintain spare parts availability
- Honor global warranty commitments
7. DISTRIBUTOR OBLIGATIONS (NEFTALY)
NEFTALY shall:
- Maintain African distribution infrastructure
- Develop national sales networks
- Ensure legal import compliance
- Provide technical installation oversight
- Maintain trained personnel
- Promote brand visibility
- Provide performance reporting
8. PRICING & COMMERCIAL STRUCTURE
TOPAK shall provide:
- Master Distributor pricing
- Volume discounts
- Preferential supply allocation
- Market protection pricing
NEFTALY revenue streams include:
- Distribution margins
- Dealer markups
- Installation management fees
- Maintenance contracts
- Service agreements
Commercial schedules attached as Schedule A.
9. MINIMUM PERFORMANCE TARGETS
To maintain exclusivity, NEFTALY agrees to meet:
- Annual purchase volumes
- Market expansion milestones
- Distributor network growth targets
Failure to meet targets may trigger review but not automatic termination without remediation period.
10. NON-COMPETE & MARKET PROTECTION
During this Agreement:
TOPAK shall not:
- Sell directly into Africa
- Supply competing African distributors
- Bypass NEFTALY clients
- Establish parallel supply channels
Protection period continues 24 months post termination.
11. IMPORTATION & COMPLIANCE
NEFTALY shall act as:
- Importer of Record
- Compliance coordinator
- Certification applicant
- Regulatory liaison
Including compliance with:
- Electrical standards
- Environmental regulations
- Energy licensing authorities
- Local procurement laws
12. BRAND & INTELLECTUAL PROPERTY
All intellectual property remains owned by TOPAK.
NEFTALY receives exclusive licensed usage rights within Africa for:
- Marketing
- Sales
- Installation
- Distribution
13. WARRANTY & AFTER-SALES
TOPAK:
- Responsible for manufacturing defects.
NEFTALY:
- Responsible for installation quality.
- First-line customer support.
- Maintenance coordination.
14. LOGISTICS & INVENTORY
NEFTALY shall establish:
- African warehousing hubs
- Spare parts centers
- Distribution logistics systems
TOPAK shall support supply continuity.
15. TERM
Initial Agreement Period:
Ten (10) Years
Renewable automatically subject to performance compliance.
16. TERMINATION
Termination permitted upon:
- Material breach
- Persistent performance failure
- Insolvency
- Fraud or unlawful conduct
Minimum 180 days written notice required.
17. FORCE MAJEURE
Neither Party liable for delays caused by:
- Political instability
- Supply chain disruption
- Natural disasters
- Trade restrictions
18. CONFIDENTIALITY
Commercial, technical and operational information shall remain confidential for 5 years after termination.
19. GOVERNING LAW
This Agreement shall be governed by:
Laws of the Republic of South Africa
Disputes resolved through:
- Negotiation
- Mediation
- Arbitration
20. COMMUNICATION AUTHORITY
Official Communication Representative:
Saki Kweba
Partnership & Communications Officer
Neftaly Corporate
21. ENTIRE AGREEMENT
This Agreement represents the full understanding between the Parties and supersedes all prior discussions.
22. SIGNATURES
FOR TOPAK POWER TECHNOLOGY
Name: __________________________
Title: __________________________
Signature: _______________________
Date: ___________________________
FOR NEFTALY CORPORATE
Name: Neftaly Malatjie
Title: Chief Executive Officer
Signature: _______________________
Date: ___________________________