This is an Agreement on the rights and obligations
of two Parties: “Manufacturer” and “Representative”.
This Agreement, hereinafter referred to as the “Partnership Agreement” or simply “Agreement”, is entered into between the Official Manufacturer FPDtech, hereinafter referred to as the Manufacturer, _______________________, on one side, and the legal/individual entity ___________________, hereinafter referred to as the Representative, for the purpose of conducting the Representative’s commercial activities as defined by the terms of this Agreement.
Article 1. Basic Definitions.
The status of “Manufacturer” is assigned to a legal/individual entity by a collective decision of the Patent rights holders.
Information about the status of “Manufacturer” is published on the official manufacturer’s information resource/website www.fpdtech.kz
The status of “Representative” is assigned to a legal/individual entity that has entered into this “Partnership Agreement” for the duration of this Agreement.
Information about the status of “Representative” is published on the official manufacturer’s information resource/website www.fpdtech.kz
Location refers to the geographical location of the FPDtech Service Center with a specific address for interaction with Users; the location has a natural coverage area of potential Users.
Article 2. Manufacturer’s Obligations.
The Manufacturer agrees to:
2.1. Provide the Representative with all official models of the “Super Torque” Pulse Module, hereinafter referred to as the Product, in full configuration, in working condition, at a price agreed upon for the Representative.
2.2. Provide the Representative with all necessary information in full, namely: forms of documents of established samples; electronic form of logos and trademarks of established samples.
2.3. Timely notify about possible changes in the forms of documents, logos, and trademarks of established samples.
2.4. Ensure unconditional fulfillment of joint warranty obligations of the Manufacturer and Representative to protect the User’s rights in accordance with the User Agreement, which is concluded between the Representative and the User, namely: carry out the free replacement of the Product, which fully meets the criteria of “Manufacturer’s defect,” within the established warranty period.
Note: Criteria for “Manufacturer’s defect” are described in the User Agreement in Article 5 “Checking the Operability of the ‘Super Torque’ Pulse Module”.
2.5. Timely notify the Representative about the crediting of funds from the Representative to the Manufacturer’s account to determine the production order fulfillment period for the Representative.
2.6. Timely notify the Representative about the time and date of dispatch of the fully completed production order for the Representative.
2.7. Provide informational support to the Representative on the official manufacturer’s information resource/website www.fpdtech.kz.
2.8. Conduct training to maximize the economic efficiency of the Representative’s work. Training videos are sent upon request.
Article 3. Representative’s Obligations.
The rights and obligations of the Representative, reflected in the User Agreement, relate to the interaction “Representative — User”, “FPDtech Service Center — User’s Vehicle”.
This Agreement reflects the interaction “Representative — Manufacturer”, according to which
The Representative agrees to
carry out all interactions “Representative — Manufacturer”, “Representative — User”, “FPDtech Service Center — User’s Vehicle” in strict accordance with the FPDtech Protocols, published on the official manufacturer’s information resource/website www.fpdtech.kz, namely:
3.1. according to the requirements of the Technical Regulation, when filling out the Registration form, use diagnostic tools that are in working order and have been timely calibrated, including: a battery scanner; a diagnostic scanner; a gas analyzer/smoke meter;
3.2. ensure full compliance with all points of the User Agreement;
3.3. ensure equal access for Users to participate in the “Discounted Price” and “Agency Agreement” programs;
3.4. ensure timely, in real working time, submission of Registration form data for confirmation of activation of the joint Warranty obligations of the Manufacturer and Representative;
3.5. in case a Product meeting the criteria of “Manufacturer’s defect” is identified, send such Product to the Manufacturer for further inspection and replacement under the Manufacturer’s warranty.
NOTE:
Sending a Product meeting the criteria of “Manufacturer’s defect” to the Manufacturer is at the expense of the Representative; sending the replaced Product to the Representative is at the expense of the Manufacturer. Replacement of the Product is only after inspection by the Manufacturer.
3.6. Keep all second copies of all User Agreements and Registration forms containing the original signatures of the User and Representative for the entire duration of this Agreement; in the event of termination of the Agreement, all second copies of all User Agreements and Registration forms containing the original signatures of the User and Representative must be sent to the Manufacturer no later than 14 (fourteen) days as an unconditional intellectual-informational property of the Manufacturer for
the protection of Users’ rights.
NOTICE:
In case of non-return of the second copies of all User Agreements and Registration forms containing the original signatures of the User and Representative, the fact of non-return is published on the official manufacturer’s information resource/website www.fpdtech.kz, the Representative bears responsibility for any potential non-compliance with the terms of the User Agreements.
3.7. ensure the following: electronic copies of all copies of User Agreements and Registration forms containing the original signatures of the User and Representative are sent to the Manufacturer within no later than 18 (eighteen) hours from the moment of signing.
3.8. agrees that the Parties of this Agreement consider the electronic copies of User Agreements and Registration forms sent by the Representative to have the same legal force and degree of reliability of all data recorded in the originals of these documents as printed/written originals.
NOTE:
In case of untimely sending of electronic copies of User Agreements and Registration forms to the Manufacturer, the risk of non-confirmation of joint Warranty Obligations of the Manufacturer/Representative is transferred to the exclusive responsibility zone of the Representative.
3.9. Notify the User about the non-confirmation by the Manufacturer of the activation of the Manufacturer’s Warranty Obligations.
3.10. Organize and open a Diagnostic Point for interaction “FPDtech Service Center — User’s Vehicle” in accordance with the Technical Regulation requirements, which relate not only to diagnostic tools but also to compliance with uniform minimum requirements for the layout of the Diagnostic Point.
NOTE:
Uniform minimum requirements for the layout of the Diagnostic Point include the manufacturing and installation of a stand-banner with FPDtech logos, which is placed inside the FPDtech Service Center (sample attached); exterior design is made of waterproof materials, includes the logo and a photograph of the Product (sample attached) in no less than two copies.
The costs of producing the stand-banner and exterior design are borne by the Representative.
3.11. Transfer, without transferring copyright, all video materials that will be created during the interaction between the Representative and the User for publication on the official manufacturer’s information resource/website www.fpdtech.kz, with the mandatory indication of the authorship of the transferred video materials.
3.12. fully pay the costs associated with sending the finished Product from the Manufacturer to the Representative, in the amount according to payment.
3.13. in the event of termination of the Agreement with the Manufacturer, ensure the fulfillment of the terms of each User Agreement until the expiration of these User Agreements in full.
Article 4. Rights, Privileges, and Benefits of the Representative.
4.1. The Representative shall receive the Product from the Manufacturer at a special price, agreed upon by both Parties, confirmed by a separate additional agreement attached to this Contract, valid from the moment of signing this Contract until the 30th of September of each current year, upon compliance with the condition of minimum Product batch payment. In case of a price change, the Manufacturer shall notify the Representative in a timely manner, no later than the 1st of September, for the coordination and approval of the new value of the special price for the Representative.
NOTE:
Annual price changes are stipulated in the “Models. Cost” Section on the information resource/website of the Official Manufacturer www.fpdtech.kz. This does not imply mandatory changes to the special price for the Representative and may only relate to the agreed retail price of the Product in a specific location/region/country.
4.2. The Representative has the right, after coordination with the Manufacturer and obtaining written permission, to produce their own non-technical advertising products using official FPDtech logos that contribute to the recognition of the technology and do not have their own original labels, trademarks, and logos; manufactured by the Representative in limited edition upon special order and at the expense of the Representative. Examples of such advertising products may include car accessories: keychains, air fresheners, thermoses, travel mugs, driving glasses, cases, tool kits; caps, t-shirts, bandanas, Panama hats, gloves, scarves, jackets. Revenues from the sale of such products, after deducting all expenses, are distributed in the following proportions between the Representative and the Manufacturer: 80% to 20% for the period of 12 (twelve) calendar months from the signing of this Agreement; then 70% to 30% for the second year; 60% to 40% for the third year; 50% to 50% for all subsequent years.
4.3. The Representative has the right, after coordination with the Manufacturer and obtaining written permission, to add the name/designation of their location to the official logos in cases where the use of the name of the locality is not legislatively restricted. For example, “FPDtech Astana.”
4.4. The Representative has the right to open other FPDtech Service Centers within their location to increase the coverage of potential Users and improve the service support of User Vehicles, provided that all requirements of the Technical Regulation are met.
NOTIFICATION:
In case of incomplete technical equipment of each other FPDtech Service Center, such FPDtech Service Center cannot be opened and included as an officially operating FPDtech Service Center on the information resource/website of the Official Manufacturer www.fpdtech.kz.
NOTE:
The use of diagnostic tools, in particular, a gas analyzer/smoke meter of one FPDtech Service Center to support the operation of another/others FPDtech Service Centers of the Representative is not allowed.
In this case, with complete technical equipment, technical identity, and technical autonomy of all FPDtech Service Centers of the Representative, final comparative emission measurements are allowed in any of these FPDtech Service Centers of the Representative.
4.5. In case of contacting the Manufacturer by another legal/natural person to open their own FPDtech Service Center in a location where a previously opened FPDtech Service Center by another legal/natural person exists, the conditions for such Representative will differ from the undisclosed commercial conditions of the first Representative towards less margin, namely: the wholesale price of the Product +30%; the minimum purchase batch size is at least 2 (two) times larger.
4.6. In case of an existing FPDtech Service Center of one legal/natural person in a specific location, the next Representative, another legal/natural person, may open their own FPDtech Service Center no earlier than 8 (eight) months from the opening date of the previous FPDtech Service Center.
NOTE:
the first Representative receives notification of the offer received by the Manufacturer from another legal entity only upon determining the date of conclusion of the Agreement with this entity; such notification occurs no later than 21 (twenty-one) days before the expected date of signing the Agreement with the new Representative. At the same time, the Manufacturer’s known plans for development and conduct of advertising campaigns of the first Representative, the implementation of which has priority but not determinative value, must be taken into account at the time of receiving the offer.
4.7. The Representative has the right to interact, within the framework of fulfilling the requirements of the Technical Regulation, with other Representatives on the terms of mutual agreements in matters of service support of User Vehicles, and upon joint agreement with the Manufacturer of these conditions, for publication, without disclosure of commercial and confidential information, on the information resource/website of the Official Manufacturer www.fpdtech.kz. with the aim of improving the overall level of service support for User Vehicles in the locations of these Representatives.
Article 5. Conditions for Retail Price Increase for the Representative and Income Distribution between the Representative and the Manufacturer.
5.1. In case of sustained increase in consumer demand exceeding the current production capacity of the Manufacturer, a coordinated increase in the retail price in the Representative’s location is permitted.
NOTE:
Agreement on the new retail price is necessary for publication on the information resource/website of the Official Manufacturer www.fpdtech.kz. to officially confirm the price in that location.
5.2. If the new price exceeds the special wholesale price set for the Representative by 100% and more, the excess is recognized by both Parties of the Contract as joint income of the Representative and the Manufacturer and is distributed between the Representative and the Manufacturer in a ratio of 50% to 50%.
Article 6. Clarification of Key Interaction Algorithms “Representative – User” and “Representative – Manufacturer”.
This article contains provisions in the form of ready-made instructions, the fulfillment of which is of fundamental importance from the point of view of the primary consumer requests of Users, namely:
6.1. DISCOUNT: The Representative must inform the User about the possibility of receiving a discount under the “Favorable Price” program, if this program has not been canceled by the Manufacturer, in order to replenish the general database of comparative measurements of real fuel consumption and publication of this data on the information resource/website of the Official Manufacturer www.fpdtech.kz. without disclosing the User’s personal data.
6.2. RIGHT TO RETURN: The Representative must inform the User about the unconditional right of the User to return the Product and receive a refund according to clause 1.7. of the User Agreement.
RECOMMENDATION:
for simplifying the interaction in case of possible Product return, it is recommended, with the User’s consent, after checking the Product’s functionality in the presence of the User, before installing and connecting the Product to the User’s Vehicle, to wrap the Product in the presence of the User with polyethylene/food film not included in the original Product packaging.
6.3. SERVICE SUPPORT FOR ACHIEVING A JOINT POSITIVE RESULT: The Representative must inform the User about the mandatory service support of the User’s Vehicle during the time of passing the first 1200-1500 kilometers from the installation and connection of the Product to the User’s Vehicle; if necessary, provide detailed explanation of the expected and, in most cases, short-term increase in current fuel consumption, the reason for which is the following:
DETAILED EXPLANATION:
due to the reduction of the load on the engine crankshaft, there is a decrease in each dose of the Air-Fuel Mixture, a smaller dose of AFM is a more complete combustion and an earlier start of the AFM ignition phase, during which previously unburned hydrocarbon residues are burned; the functioning control and management system of fuel doses should forcibly increase the AFM doses when toxins in the exhaust gases increase; this forced increase is overcome after recalculating the fuel map data upon completion of the “de-coking” process and takes, on average, the time to cover a distance of 1200-1500 kilometers after installing and connecting the Product to the User’s Vehicle. This is an important objective process with a bonus engine cleaning, confirmed by exhaust gas measurements of the User’s Vehicle with the publication of such data obtained on a certified gas analyzer with zero error class; at the same time, the fact of short-term increase in fuel consumption is an objective confirmation of the reduction of each AFM dose.
6.4. EXTENDED WARRANTY PERIOD: The Representative must inform the User about the difference between the mandatory Primary Warranty obligations, which are activated immediately after installing the Super Torque Impulse Module, confirmed by the Manufacturer immediately after receiving the Registration Form data and activated for the period of passing the User’s Vehicle distance of 1200-1500 kilometers after installing the Super Torque Impulse Module, but not more than 90 (ninety) days from the installation date of the Super Torque Impulse Module and about the Main Condition of the Manufacturer to activate the Main Warranty obligations of the Manufacturer, with a validity period of 1 (one) calendar year, when it is necessary to pass a control comparative measurement of exhaust gases of the User’s Vehicle after passing the User’s Vehicle distance of 1200-1500 kilometers after installing the Super Torque Impulse Module, but no later than the expiration of 90 (ninety) days from the installation date of the Super Torque Impulse Module to complete the Registration Form with the aim of achieving and fixing a positive result on the User’s Vehicle.
6.5. POSSIBILITY OF JOINT WORK: The Representative must inform the User about the possibility of concluding an Agency Agreement upon fulfillment of the conditions of the “Favorable Price” program, if both of these programs are not canceled by the Manufacturer.
Article 7. Dispute Resolution and Unified Penalty Provision.
7.1. The Parties to the Contract agree on the priority of out-of-court resolution of disputed issues.
7.2. In case of judicial resolution of disputed issues, the Parties shall act within the framework of the current legislation of the Republic of Kazakhstan.
7.3. The unified penalty provision is as follows: untimely provision or non-provision of the Registration Form data as such by the Representative, as well as intentional provision of knowingly false data in the User’s Registration Form, automatically cancels the validity of the special wholesale price conditions of the Product for the Representative for the entire paid batch of the Product, to which the Products with serial numbers starting from the number not provided by the Representative belong.
7.4. The total amount, consisting of the difference between the special wholesale price and the retail price of the Representative, shall be returned to the Manufacturer within 24 (twenty-four) hours from the date of entry into force of this provision.
7.5. The application of this provision does not cancel the subsequent fulfillment of the Representative’s obligations.
7.6. This provision shall be valid for 90 (ninety) calendar days from the date of its activation.
7.7. The activation of this provision automatically cancels the provision of Article 4.6. of this Contract.
7.8. In case of the repetition of the condition of this provision, the validity of this Contract is annulled with mandatory automatic publication of this fact on the information resource/website of the Official Manufacturer www.fpdtech.kz. to notify all interested parties.
Article 8. Rights of the Manufacturer.
The Manufacturer has the right to:
8.1. Request and receive originals of the second copies of all User Agreements and Registration Forms of the Representative upon expiration of the term of the Manufacturer’s Main Warranty obligations for archival storage by the Manufacturer for a period of 20 (twenty) years from the date of receipt of these originals.
NOTE:
Expenses related to the delivery of originals of the second copies of all User Agreements and Registration Forms of the Representative are borne by the Representative.
It is allowed to form a single shipment containing not less than 50 (fifty) copies of each document with mandatory notification of the Manufacturer of the dispatch date.
NOTE:
In case of the necessity of providing separate originals of the second copies of individual User Agreements and Registration Forms of the Representative, these documents may be provided to the Representative upon objective justification of such necessity and payment of expenses for delivering the required documents to the Representative.
8.2. Cancel or limit the effect of Articles 7.3., 7.4., 7.5., 7.6., 7.7. of this Contract upon objective consideration of the circumstances of the Representative, supported by documentary evidence.
8.3. Conduct verification of compliance with the Technical Regulations without notifying the Representative, involving the other Party at the discretion of the Manufacturer.
8.4. Limit the quantity of Product supplied to the Representative with prior notification of the Representative; possible limitation is carried out for the purpose of fair and equitable distribution of the Product among all Representatives during periods when demand exceeds the actual production capacity of the Manufacturer for sustainable development of the Technology as the main priority.
Article 9. Term and Conditions of the Contract.
9.1. This Contract enters into force upon its signing by the Parties to the Contract.
9.2. The term of this Contract is 2 (two) years from the date of signing in the absence of conditions of Article 7.8. of this Contract.
9.3. The Contract is automatically extended for a period of 1 (one) year in the absence of a written notification by one of the Parties to the Contract of termination of participation in this Contract no later than 30 (thirty) days before the expiration date of the Contract.
9.4. The term of this Contract does not include the terms of the additional Price Agreement of the Parties, which are determined by the articles of the additional Price Agreement of the Parties.
9.5. Force majeure circumstances of irresistible force include military actions, pandemic restrictions, government legislative acts, natural disasters.
NOTE:
In case the effect of force majeure circumstances of irresistible force lasts for 6 (six) months or more, the validity of this Contract may be suspended by mutual agreement of the Parties.
9.6. The signing of the Contract is considered valid with the personal signatures of each Party with full handwritten decryption of the Name and Surname.