Agreement terms

Review the draft, record your commercial decisions, then publish the version distributors will sign.

Version v1.0 is live — published 30 Oct 2026, 15:13 by Dominic Nti. New distributor inquiries receive this text.

This draft is a working document, not legal advice. It names Izzy Sanitary as seller with placeholders for the registered entity, address, tax details and authorised signatory — fill those in and have a Ghana-qualified lawyer review before the first live signature.

Agreement text

Edit the terms, then publish to make them the version new distributors sign.

Version

Title

# IZZY SANITARY DISTRIBUTOR AGREEMENT

Version 1.0. Issued for electronic acceptance by appointed distributors of Izzy Sanitary.

## 1. Parties

**1.1 Seller.** Izzy Sanitary ("IZZY", the "Seller"), the trading brand of Nti Versatile Ventures, a company registered in the Republic of Ghana under registration number BN085750826, Tax Identification Number P0067473407, with its registered address at Accra, Ghana. Contract notices to the Seller: 11thiconassets@gmail.com.

**1.2 Distributor.** The company named as the Distributor on the electronic signing page for this agreement, registered in the Territory, whose registration details and contact information are recorded there (the "Distributor").

**1.3** The Seller and the Distributor are together the "Parties".

## 2. Definitions

- "Products": IZZY sanitary pads supplied in the pack specification set out in Schedule A.
- "Pack": one pack of 18 pieces — 6 x 290mm Normal Flow, 6 x 330mm Heavy Flow and 6 panty liners.
- "Carton": 48 Packs, being 576 pads.
- "Container": one 40HQ container, being 1,388 Cartons or 66,624 Packs.
- "Territory": the country, island or region agreed in writing between the Parties and recorded in the written quotation issued for the Distributor.
- "Wholesale Price": the price per Pack or per Carton stated in a written quotation issued by the Seller.
- "Initial Order": the Distributor's first order, which must be at least one (1) full Container.
- "Effective Date": the date on which the later of the two Parties signs this agreement.

## 3. Appointment and territory

**3.1** The Seller appoints the Distributor as a non-exclusive distributor of the Products in the Territory, and the Distributor accepts that appointment.

**3.2** No exclusivity applies unless it is granted in Schedule B signed by both Parties, and any exclusivity is conditional on the performance targets stated there and is reviewed every 12 months.

**3.3** The Distributor may not appoint sub-distributors, agents or resellers outside its own retail network without the Seller's prior written consent.

**3.4** The Seller may continue to sell the Products directly, through e-commerce, and to other distributors inside the Territory.

## 4. Initial minimum, orders and forecasts

**4.1 Initial minimum.** This appointment takes effect only when the Distributor places an Initial Order of at least one (1) full 40HQ Container of sanitary pads and the deposit required by clause 6 has cleared. Submitting an inquiry, holding a consultation call, or signing this agreement is not itself an order.

**4.2** Subsequent orders are placed in whole Cartons, with a minimum order of one 20ft container per quarter.

**4.3** Each purchase order is an offer. The Seller may accept it, decline it, or accept it in part, and will confirm acceptance in writing.

**4.4** The Distributor provides a rolling 3-month forecast for planning. Forecasts are not binding orders and create no obligation to supply.

**4.5** Where supply is constrained, the Seller allocates available stock among its distributors on a fair and reasonable basis and will tell the Distributor of any anticipated shortfall.

## 5. Pricing, quotations and currency

**5.1** Prices are quoted FOB Xiamen in US Dollars per Carton, and exclude freight, insurance, import duty, taxes, levies and bank charges.

**5.2** A quotation is valid for 30 days from its date unless it states otherwise.

**5.3** The Seller may adjust prices to reflect raw-material or exchange-rate movements on 30 days' written notice. Orders already accepted and paid are supplied at the agreed price.

**5.4** The Ghana working wholesale reference is GH₵15 per Pack. That figure is indicative only; the formal written quotation governs the price for each order.

**5.5** The Distributor sets its own resale prices, provided it does not advertise below the minimum advertised price the Seller notifies to the Distributor in writing.

## 6. Payment

**6.1** A deposit of 50% is payable on order confirmation and the balance of 50% is payable before loading.

**6.2** Payment is by bank transfer in US Dollars to the account named in the quotation. Bank charges outside Ghana are for the Distributor's account. Card or mobile money payment is accepted only where the written quotation states it.

**6.3** Goods are not released or loaded until the Seller has received cleared funds in full.

**6.4** Late payment carries interest at 2% per month, and the Seller may suspend production, withhold shipments and cancel outstanding orders.

**6.5** The Distributor may not set off any amount against sums due under this agreement.

## 7. Shipping, delivery, risk and title

**7.1** Delivery is FOB Xiamen (Incoterms 2020). Risk in the Products passes to the Distributor when they are loaded on board.

**7.2** Title in the Products passes to the Distributor only when the Seller has received payment in full.

**7.3** Lead time is 40 to 50 days after the deposit is received and artwork is approved. Dates given are estimates, not guarantees.

**7.4** Shipping documents supplied: commercial invoice, packing list, bill of lading, certificate of origin, and the manufacturer documents listed in clause 8.2.

**7.5** Demurrage, storage, port and clearing charges arising after arrival are for the Distributor's account.

## 8. Import, regulatory and labelling

**8.1** The Distributor is the importer of record. It is responsible for Ghana FDA registration where required, for all import permits and clearances, and for paying duty, VAT and levies (including NHIL and GETFund), and for local labelling that shows the importer's details.

**8.2** On request, the Seller supplies the manufacturer's production licence, product test reports, free sale certificate, certificate of origin, and an authorisation letter supporting the Distributor's registration.

**8.3** The Distributor complies with all laws applicable in the Territory and may not resell the Products outside the Territory without the Seller's written consent.

**8.4** The Parties cooperate on any recall. The Distributor runs the recall locally, and where the defect is the Seller's the Seller reimburses the cost of the affected goods.

## 9. Quality, inspection and claims

**9.1** The Products conform to the specification and tolerances in Schedule A.

**9.2** The Distributor may request pre-shipment inspection at its own cost at the factory before loading.

**9.3** Claims must be made within 15 days of arrival, quoting batch code, quantity and photographs. The Seller's remedy is replacement or credit at its option; cash refunds are not given.

**9.4** No claim is accepted for normal manufacturing variance within tolerance, damage caused by handling, transport arranged by the Distributor, storage in damp conditions, or resale beyond the stated shelf life.

**9.5** Neither Party may describe the Products as equal or superior to a named competitor's product, and all marketing claims require the Seller's written approval.

## 10. Brand and trademarks

**10.1** The Seller grants the Distributor a non-exclusive, non-transferable, revocable licence to use the IZZY name, logo and pack images solely to market the Products in the Territory.

**10.2** The Distributor may not register, challenge or dilute the IZZY marks, domain names or social media handles, and must follow the brand guidelines the Seller provides.

**10.3** All goodwill arising from use of the marks belongs to the Seller. The licence ends on termination.

## 11. Confidentiality and data protection

**11.1** Each Party keeps confidential the other's prices, forecasts, customer information and business information, and does not disclose them during the term or for 3 years afterwards, except as required by law.

**11.2** Each Party handles personal data in accordance with Ghana's Data Protection Act, 2012 (Act 843) and applicable law. Consumer data collected by the Distributor is the Distributor's responsibility.

## 12. Warranties and liability

**12.1** The Seller warrants that it has the right to supply the Products and that they meet Schedule A.

**12.2** The Distributor warrants that it is duly incorporated and authorised to sign, that it is solvent, that it will comply with applicable law, and that it will not make unapproved marketing claims.

**12.3** Each Party's liability is limited to the invoice value of the affected shipment. Neither Party is liable for loss of profit, loss of goodwill or indirect or consequential loss.

**12.4** Nothing in this agreement excludes liability for fraud, wilful misconduct, death or personal injury caused by negligence, or any liability that cannot lawfully be excluded.

## 13. Term, renewal and termination

**13.1** The agreement runs for 12 months from the Effective Date and then renews only by written agreement signed by both Parties.

**13.2** Either Party may terminate for convenience on 60 days' written notice.

**13.3** Either Party may terminate immediately on: a material breach not cured within 14 days of written notice; insolvency, administration or inability to pay debts; the Distributor failing to place the Initial Order within 90 days of the Effective Date; conduct that materially damages the brand; or fraud.

**13.4** On termination the Distributor pays all sums due, stops using the marks, sells remaining stock within 90 days, and returns or destroys brand materials.

## 14. Compliance and business conduct

**14.1** Each Party complies with applicable anti-bribery and anti-corruption laws, and with modern slavery and labour standards.

**14.2** Each Party screens for sanctions and will not resell the Products to sanctioned persons or destinations.

**14.3** The Distributor will not tamper with, repackage under another brand, or divert the Products.

## 15. Force majeure

**15.1** Neither Party is liable for failure to perform caused by events beyond its reasonable control, including natural disaster, epidemic, war, port closure, government action or freight disruption.

**15.2** The affected Party gives notice within 7 days with reasonable evidence, and its obligations are suspended for the duration.

**15.3** If the event continues beyond 60 days, either Party may cancel the affected orders without liability.

## 16. Notices

**16.1** Contractual notices must be in writing to the email addresses in clause 1 and are treated as received on the next business day.

**16.2** WhatsApp, SMS and social media messages are not valid contractual notices.

## 17. Governing law and disputes

**17.1** This agreement is governed by the laws of Ghana.

**17.2** The Parties will negotiate in good faith for 30 days, then attempt mediation, and if unresolved refer the dispute to arbitration under the Ghana Arbitration Centre rules, seated in Accra, in English, before one arbitrator.

**17.3** Either Party may apply to a competent court for urgent injunctive relief.

## 18. General

**18.1** This agreement, with its Schedules, is the entire agreement and supersedes earlier discussions, quotations, emails and proposals.

**18.2** Amendments must be in writing and accepted by both Parties; electronic acceptance counts.

**18.3** Neither Party may assign this agreement without the other's written consent.

**18.4** If a provision is unenforceable it is severed and the rest continues. No failure to enforce a right is a waiver. The Parties are independent contractors: nothing here creates a partnership, franchise or employment relationship.

**18.5** This agreement may be signed in counterparts and by electronic signature.

## 19. Electronic signature and records

**19.1** The Parties agree to sign and exchange this agreement electronically. The Distributor's authorised signer confirms consent on the signing page, types their full name, and may add a drawn signature.

**19.2** The record kept by the Seller — the accepted version, signer name, signature image where given, consent wording, timestamp and device details — is evidence that the Distributor accepted this agreement.

**19.3** The record is retained for 7 years. The Distributor may download a copy from the original signing link at any time.

**19.4** The person signing confirms they are authorised to bind the Distributor company.

## 20. Schedules

- **Schedule A — Product specification:** 18 pieces per pack (6 x 290mm Normal Flow 170ml, 6 x 330mm Heavy Flow 200ml, 6 panty liners), pack and carton labelling, shelf life.
- **Schedule B — Territory and exclusivity:** completed only where exclusivity is granted, with volume targets and review dates.
- **Schedule C — Price schedule and Incoterms:** FOB port, price per Carton, quotation validity, payment terms.
- **Schedule D — Initial Order:** minimum one 40HQ container, being 1,388 Cartons and 66,624 Packs.

## 21. Signature

Signed for and on behalf of Izzy Sanitary, a trading brand of Nti Versatile Ventures, by its authorised signatory Dominic Nti, whose countersignature is held on file by the Seller.

Signed for and on behalf of the Distributor by the person named on the electronic signing page, on the date recorded there.

Publishing archives any currently published version. Agreements already sent keep the text they were sent with.

Decisions only you can make

The bracketed items in the contract. 12/12 recorded.

Seller legal entity

Which registered entity sells and invoices — 11th Icon Assets or another company? Its registration number, TIN and registered address replace the clause 1.1 placeholders.

Suggested: Name the entity that receives payment and issues the invoice, not just the brand.

Governing law and arbitration seat

Ghana law and Accra arbitration, or England and Wales?

Suggested: Ghana law with Accra arbitration is cheapest to enforce against a Ghanaian distributor.

Subsequent order minimums

What minimum applies after the one-container Initial Order — per order, per quarter or per year?

Suggested: One 20ft container per quarter, with review after two quarters.

Balance payment trigger

Is the 50% balance due before loading or against a copy of the bill of lading?

Suggested: Before loading protects cash; against the B/L copy keeps the distributor comfortable.

Initial Order deadline

How long does the distributor have to place the Initial Order before the appointment lapses?

Suggested: 90 days from signature.

Exclusivity policy

Will any territory be exclusive, and against what volume target?

Suggested: Non-exclusive by default; exclusivity only against a signed volume target.

Quotation validity and price revision

How long does a quote hold, and how much notice before a price change?

Suggested: 30-day quote validity and 30 days' notice on price changes.

Liability cap basis

Cap at the affected shipment value, or at 12 months of purchases?

Suggested: Affected shipment value is simpler to administer and defend.

Recall cost sharing

Do you reimburse the cost of goods only, or the distributor's documented recall costs too, where the defect is yours?

Suggested: Cost of goods only, with documented costs reviewed case by case.

Minimum advertised price

Do you want to control advertised resale prices in Ghana?

Suggested: Set a minimum advertised price to protect the GH₵18 retail position.

Term and renewal

12 months with automatic renewal, or renewal only by written agreement?

Suggested: 12 months with manual renewal gives you an annual performance checkpoint.

Counsel review

Who reviews and signs off the published version before the first live signature?

Suggested: A Ghana-qualified commercial lawyer, before publishing.

What to check before you publish

The gaps that most often cost a distributor dispute. Advisory only — have a Ghana-qualified lawyer review the published version.

Parties and authority

Seller legal entity

Replace every placeholder with the exact registered name, registration number, TIN and registered address of the entity that invoices. The brand name alone is not enough to enforce a contract.

Authorised signatory

Name the person who may sign for Izzy Sanitary, and keep board/owner authorisation on file for the signature you use.

Distributor capacity

The agreement should require the distributor to confirm it is duly incorporated and that its signer is authorised — this is what makes the online signature binding on the company.

Commercial terms

Initial minimum

One 40HQ container of sanitary pads (1,388 cartons / 66,624 packs) as the entry commitment — plus confirm whether the appointment only starts once the deposit clears.

Subsequent minimums

Decide whether later orders carry a minimum (per order, per quarter or per year) and whether falling below it ends the appointment.

Pricing and validity

State the pricing basis (FOB port, USD), how long a quote holds, and how much notice you give on price changes. Never lock a price in for an unlimited period.

Exclusivity and territory

Default to non-exclusive. If you grant exclusivity, tie it to a volume/sales target and a review date, and define the exact territory rather than a country name.

Forecasts and allocation

Make forecasts non-binding, and keep your right to allocate stock when supply is short so a large forecast cannot be treated as a guaranteed order.

Payment and trade terms

Deposit and balance

Set the deposit (commonly 50%), when the balance is due, and that goods do not load until funds clear. Say who pays bank charges.

Incoterm and risk

Use a named Incoterm with the port — FOB Xiamen passes risk at loading. Avoid EXW: it leaves clearing and inland risk ambiguous.

Late payment

Add interest or a suspension right for late payment, and a right to withhold future shipments.

Duties and clearing

Make clear the distributor is importer of record and bears Ghana duties, levies and clearing at Tema — otherwise those costs land back on you.

Product, quality and brand

Specifications

Attach the pack specification (18 pcs: 6 × 290mm, 6 × 330mm, 6 liners) and the tolerances you accept, so quality claims have a written benchmark.

Claims window

Limit claim time (e.g. 15 days from arrival) and require batch codes and photos; the remedy should be replacement or credit, not refund plus damages.

Regulatory documents

List what you supply (free sale certificate, test reports, authorization letter) versus what the distributor registers locally — Ghana FDA registration sits with the importer.

Trademark licence

Grant a narrow, revocable licence to use the IZZY marks only to market the products, with a ban on registering the marks, domains or social handles.

Marketing claims

Require approval of advertising claims and forbid unapproved medical or comparative claims — this protects the brand and avoids regulatory exposure.

Risk, duration and disputes

Term and termination

Set the initial term (12 months is usual), renewal mechanism, termination for convenience notice, and immediate termination for breach, insolvency or brand damage.

Liability cap

Cap liability at the value of the affected shipment or the last 12 months of sales, exclude consequential loss, and keep the carve-outs required by law.

Governing law and forum

Choose Ghana (or another seat your counsel confirms) and name the arbitration body, seat, language and number of arbitrators.

Force majeure and notices

Define force majeure with a notice deadline, and give contractual notices a single reliable channel (email), not WhatsApp.

Confidentiality and data

Cover pricing and forecasts, plus personal data of consumers under Ghana's Data Protection Act, 2012 (Act 843).

Electronic signature and records

Consent to e-sign

The signing page must capture explicit consent, the signer's typed name, the exact version accepted and a timestamp — keep these with the agreement.

Version immutability

Once a version goes out, never edit it in place. Publish a new version instead, so the accepted text stays provable.

Retention

Keep signed agreements, consent records and signature images for at least the limitation period (7 years is a safe default).

Counsel sign-off

Have a Ghana-qualified lawyer review the published version before the first live signature — this draft is a working document, not legal advice.