Leatt Corporation - Exhibit 10.11  - Filed by newsfilecorp.com








Exhibit 10.11


 



Leatt®Business Terms

	Date: 	 	02/28/2010 
	  	 	  
	Valid: 	 	
      Business terms here within are valid until further notice
      of new business terms. 

	  	 	
       

	Pricing: 	 	
      Please refer to separate price list Motorcycle, Bicycle,
      Kart and Automotive. 

	  	 	
       

	Shipping terms: 	 	
      All orders ship C&F (Cost & Freight). 

	  	 	
      Leatt® pay
      ocean freight from Leatt®
      factory to Distributor nearest port in Europe. 

	  	 	
      Container and/or LCL (Less than Container Load) ocean
      freight is covered by Leatt® . 

	  	 	
      Air shipping costs are fully covered by Distributor.
    

	  	 	
       

	Payment terms: 	 	
      10% deposit latest 7 days (1 week) after ordering. 90%
      payment before shipping. 

	  	 	
      Customers with perfect credit rating will pay the 90% 30d
      after shipping. 

			
      New customers pay 10% deposit latest 7 days (1 week)
      after ordering. 90% payment before shipping until
      Leatt® has established a
      payment record with the new customer. 

	  	 	
       

	Orders: 	 	
      All order shall be submitted by e-mail to erik@leatt-brace.com 

	  	 	
       

	Order dates: 	 	
      Order Group 1 

			
      For all products in order group 1 order date is the last
      day every month. Orders in order group 1 received after that day will
      automatically be moved to last day the following month! If this happens
      you will be advised by Leatt®
      . 

	  	 	
       

	  	 	
      Order Group 2 

			
      For all products in order group 2 order date is the last
      day every 3 month. First date 2010-02-28 followed by 2010-05-31,
      2010-08-31 and so on. Orders in order group 2 received after that day will
      automatically be moved to last day the 3 months later! If this happens you
      will be advised by Leatt® .
      

	  	 	
       

	  	 	
      Order Group 3 

	  	 	
      For all products in order group 3 order dates will be
      advised by Leatt® separately.
      

	  	 	
       

	  	 	
      In the Leatt®
      price list you will find which order group the part number belong
      to. 

	  	 	
       

	Moq: 		
      MOQ - Minimum Order Quantities apply for each order.
      Braces MOQ is min 50 pcs total all brace part numbers. Protection MOQ is
      min 75 pcs total all protection part numbers 

	  	 	
       

	Order confirm: 	 	
      Leatt® will
      send order confirmation and deposit invoice with in 2 working days.
  

	  	 	
       

	Lead time: 	 	
      Order Group 1 and 2. Lead time is within
      60d + shipping. 

	  	 	Order Group 3
      Lead time will be advised separately 







 

	Spare parts: 		
      It is compulsory by Distributor to order spare parts with
      the brace order. The price list for spare parts are for order with the
      braces. Emergency stock of spare parts is available at Leatt®
      Cape Town. Leatt® Cape Town spare parts stock have 25%
      higher price and shipping terms are ex works Leatt® Cape Town
      

	  	 	
       

	Race support: 		
      Leatt® distributor is obliged to make a
      national Race Support plan together with Leatt® . In general
      Distributor are adviced to have Leatt® Race Support at
      international races in the sales territory. Distributor or/and dealer are
      adviced also to have presence national events and other premium events in
      the territory. Leatt® will after setting the Race Support plan
      with the distributor free of charge supply distributor with a Race Support
      Kit. Please se price list regarding content of the kit. 

	  	 	
       

	Exhibitions: 	 	
      Leatt® distributor is obliged to make a
      national exhibition plan with Leatt® . 

	  	 	
       

	Meeting: 	 	
      Leatt® distributor is obliged to attend our
      distributors meetings when held in Europe 

	  	 	
       

	Booking: 		
      Leatt® and Distributor joint plan booking
      program for the dealers to make dealers stock. Booking program support by
      Leatt® to be negotiated. 

	  	 	
       

	Promotion: 		
      Leatt® will supply promotion material. Please
      see price list. Shop display program is to be set with the Distributor.
      Target is to have x% of all dealers in the territory to have a Leatt®
      shop display i.e. dealers are stocking Leatt® . X to be
      set by Leatt® and distributor together. 

	  	 	
       

	Marketing: 	 	
      Leatt® and Distributor joint plan national and
      local marketing. 

	  	 	
      Distributor have a marketing account at Leatt®
      which is 3% of turnover. 

	  	 	
      50/50 market support is paid by Leatt® in
      product. 

	  	 	
      50% of advert cost is covered by Leatt® at
      presentation of advert and cost. 

	  	 	
      Adverts have to be pre-approved by Leatt®
    

	  	 	
      The marketing account can not be saved to next year.
    

	  	 	
      Updated marketing account status every month. 

	  	 	
       

	Stock: 		
      Distributor will be advised by Leatt® to
      present their Leatt® stock situation monthly. This for better
      Leatt® production planning. 

	Trademarks 		
      The Distributor shall be entitled, during the term of the
      Distributorship created by this Agreement and any extension thereof, to
      advertise and hold itself out as an authorized Distributor of the
      Products. At all times during the term of this Agreement and any extension
      thereof, the Distributor may use the Trademarks in all approved
      advertisements and other activities conducted by the Distributor to
      promote the sale of the Products. 

			
      The Distributor agrees to follow the long term marketing
      communication strategy as directed by the Company. 

			
      The Distributor shall submit examples of all proposed
      advertisements and other promotional materials for the Products to the
      Company for inspection and the Distributor shall not use any such
      advertisements or promotional materials without having received
      the prior written consent of Company to do so. The Distributor
      shall not, pursuant to this Agreement or otherwise, have or acquire any
      right, title or interest in or to the Trademarks. 

	  	 	
       

	Consent to 	 	
      Any dispute, controversy or claim arising out of or
      relating to this Agreement, including the formation,












	Jurisdiction regarding disputes
      between the Parties 		
      interpretation, breach or termination thereof, including
      whether the claims asserted are arbitrable, will be referred to and
      finally determined by the South African laws of arbitration in accordance
      with the arbitration Rules of the Arbitration Foundation of South Africa
      ('AFSA') as amended from time to time. The exclusive location of all
      hearings and proceedings for the arbitration will be Cape Town, South
      Africa. The language to be used in the arbitral proceedings will be
      English. Judgment upon the award rendered by the arbitrator may be entered
      by any court having jurisdiction thereof. This Section shall bar any legal
      proceedings commenced prior to or in lieu of the mandatory arbitration
      required under this Section and shall be final and binding on the parties.
      

	  	 	
      

	Termination of Relationship 		
      Either Party may cancel the Relationship upon given the
      other party 3 (three) calendar months written notice for any reason
      whatsoever. No indemnity, severance, damages, or compensation shall be
      deemed earned or payable to the Distributor upon termination because of
      the Distributor's activities done or performed while this Agreement was in
      effect, or because of the expenditures, investments, leases, agreements,
      or commitments given or made in connection with the creation, development,
      maintenance, growth, expansion, and financing of such distributorship, or
      because of the creation or existence of distributorship goodwill.