Distributor Registration

1. Purpose
This Scope of Work defines the operational responsibilities and expectations of Andark Holdings Limited trading as Avgar (“Avgar”) and the Distributor (“Distributor”). This Scope of Work governs how the Distributor operates within the Territory. Where there is any inconsistency, the Distributor Agreement prevails.

2. Distributor Responsibilities 

  • 2.1 Stockholding & Inventory Management  
    • Hold adequate inventory of Avgar products locally within the Territory;
    • Take full responsibility for storage, handling, and care of inventory once received;
    • Ensure stock is stored in a manner that prevents damage, misuse, or deterioration; 
    • Maintain sufficient stock levels to service expected demand in the Territory. 
  • 2.2 Fulfillment & Logistics  
    • Fulfill customer orders locally wherever possible;
    • Manage shipping, delivery, and order tracking for customers and trade partners;
    • Ensure delivery timelines are commercially reasonable and professional;
    • Handle fulfillment-related customer enquiries within the Territory.
  • 2.3 Sales & Market Development  

The Distributor is responsible for actively developing the Territory market for Avgar products, including:

    • Ensuring all appropriate salespeople representing the distributor, Online Resellers, Retailers, golf clubs, and corporate buyers pass the online certification for the accreditation of AVGAR Authenticated Salesperson, Customer Service Person and Service Person. This certification is to be achieved with 30 days of the person meeting these position responsibilities. The authentication records will be audited once a year by Avgar as part of the annual review process;
    • Business-to-business (B2B) sales, including Online Resellers, Retailers, golf clubs, and corporate buyers;
    • Establishing and maintaining commercial relationships within the Territory golf community;
    • Acting as Avgar’s primary in-market commercial operator.
    • 2.4 Brand Representation & Product Demonstration 
      • Always represent Avgar and its products professionally and accurately;
      • Use only Avgar-approved branding, imagery, and product information;
      • Ensure products, particularly Uforia, are demonstrated and used only as intended.

    The Distributor acknowledges that incorrect use of demonstration of Uforia may result in product damage, poor customer experience, and reputational harm. 

    • 2.5 Pricing & Compliance   
      • Set all Avgar products at the Recommended Retail Price (RRP) set by Avgar as Ex-Factory door RRP plus customs, border taxes, insurance, shipping and warehouse storage fees as necessary;
      • Not discount, bundle, or promote Avgar products below RRP without written approval;
      • Comply with all channels territory, and brand restrictions outlined in the Agreement;
      • Not sell Avgar products outside the Territory.
    • 2.6 Customer Service  
      • Handle all first-line customer service enquiries within the Territory;
      • Manage customer communication in a timely and professional manner; 
      • Escalate confirmed manufacturing defects to Avgar in accordance with Avgar's warranty process;
      • Comply with Avgar warranty procedures and returns policies.
    • 2.7 Ambassadors & Representatives 

    If the Distributor appoints any ambassador, influencer, sponsored use, or representative: 

      • Ensure appropriate conduct and correct product use;
      • Correct any misuse or misrepresentation immediately;
      • Acknowledge that failure to address such conduct may constitute a breach of the Agreement. 

    3. Avgar Responsibilities 

    • 3.1 Product Supply  
      • Product must be purchased in container lots with the best configuration volume of pallet loading percentage wise to align with the order request, to match the full container size; 
      • Supply Avgar products in accordance with accepted purchase orders;
      • Maintain consistent product quality and specifications.
    • 3.2 Brand & Product Support 
      • Provide approved branding, imagery, and product information;
      • Provide guidance on correct product use and demonstration;
      • Support training by video calls and online training for product education as reasonably required: including initial certification and annual renewals of certification as required for salesperson, customer service people, account managers, and service people;
      • Avgar retains the right to continue with their own Ambassadors, Influencers and Avgar’s online website within the Territory;
      • Goods sold on Avgar’s website within the territory will have the payment passed on to the amount paid to them for the product minus 15%. The distributor will then dispatch to the customer in a timely fashion. Local shipping will be at the distributors cost.
    • 3.3 Warranty Support  
      • Honour manufacturer warranty obligations for confirmed manufacturing defects;
      • Determine whether to repair, replace, or credit defective products;
      • Provide technical guidance to support distributor-led customer resolutions.
    • 3.4 Performance Review 
      • Distributor performance will be reviewed at 6 months and 12 months;
      • Reviews may assess market development, brand representation, operational execution, and customer experience;
      • Failure to meet agreed standards may result in corrective action or termination.
      • 3.5 General  
        • This Scope of Work may be updated by mutual written agreement, provided such updates do not materially alter the commercial terms of the Distributor Agreement.