Exhibit 10.22
[LETTERHEAD OF ROYCE INSTRUMENT CORPORATION, USA]
DEALER AGREEMENT
THIS AGREEMENT, made as of the commencement date in clause 1 below, is between
Royce Instrument Corporation, whose business address is 00000 Xxxxxxxx Xxxx, Xxx
Xxxxxxx, Xxxxxxxxx 00000, X.X.X. ("Royce") and EURO TECH (FAR EAST) LTD. herein
referred to as ("Dealer") .
1. Royce appoints Dealer as its authorized Dealer for the sale, leasing,
rental and servicing of the Royce Instruments under the Royce
Instrument Corporation label ("Instruments") and accessories in the
following area (the "Territory"):
HONG KONG AND MAINLAND CHINA
for the term of 1 YEAR commencing OCTOBER 28, 1998. Said term shall
automatically continue thereafter until either party hereto shall
notify the other in writing to the contrary at least sixty (60) days
before an expiration date stated in such notice. During the term of
this Agreement (including any automatic continuation) Royce shall not
appoint any other Dealer in the Territory for the Instruments under the
Royce Instrument Corporation label.
2. The products manufactured by Royce Instrument Corporation may be
offered for sale from time to time under the trade name or trademarks
of other companies, i.e. private label. Representative shall have no
responsibilities or rights (including commissions) in connection with
the sale of such products carrying name plates other than Royce
Instrument Corporation. It is understood that Dealer shall not receive
commissions on any intercompany orders.
3. Dealer shall do everything reasonably possible actively and continually
to promote and encourage the sale, leasing, rental and servicing of the
Instruments in the Territory. In particular, Dealer shall establish and
maintain an adequate number of competent, trained personnel and
maintain an adequate inventory of spare parts to assure prompt service
of the Instruments.
4. Dealer shall undertake to translate and print necessary data sheets and
operating manuals as required for effective promotion of the product
line.
5. This agreement does not constitute Dealer as the legal agent of Royce;
it does not authorize Dealer to transact business in the name of, for,
or on account of Royce nor to assume or create any obligations or
responsibility binding upon Royce in any way. The rights and privileges
of the Dealer under this Agreement may not be assigned, and will not
inure to the benefit of any receiver, trustee in bankruptcy, or other
legal representative unless consented to in writing by Royce. If Dealer
is a firm rather than a natural person, sale of a controlling interest
in Dealer or change in the managing personnel of Dealer shall be
treated as assignment from Dealer to a third party.
6. Royce will sell, and Dealer will purchase, the Instruments and the
accessories, supplies and parts therefore at the prices shown on
Royce's standard price list effective at the time of purchase, less a
discount of 25%. However, all others are subject to credit and other
approval; and Royce shall not be bound thereby unless it accepts such
order in writing. Royce intends to offer to Dealer, as products covered
by this Agreement, any improvements of existing instruments and any
extensions of the Royce Instrument line; provided, however, that Royce
reserves the right not to do so if, due to different target markets,
different sales method requirements, or other reasonable differences,
Royce reasonably believes that Dealer is not the appropriate outlet in
the Territory.
7. Royce may, from time to time, issue policy manuals, circular letter and
service manuals and bulletins relating to various matters, including
but not limited to, new products, national accounts, interterritorial
transfers, servicing standards, prices, transfer of installation and
warranty charges, tip payments, use of trademarks, advertising (such as
Yellow Pages) and the furnishing of general market information to
Royce. It is understood and agreed that such manuals, letters and
bulletins shall be part of this Agreement. Royce intends to send notice
to Dealer of any price increase at least one (1) month prior to the
effective date thereof. However this cannot be guaranteed. Dealer shall
not rely on the price information in his possession as being binding
upon Royce unless such price is guaranteed by Royce in a fixed price
contract or fixed price quotation applicable to the transaction in
question.
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8. When purchasing Instruments, accessories, supplies and parts, Dealer
agrees to be bound by the normal terms and conditions (including
revised versions that Royce may adopt from time to time as new
generally applicable terms and conditions), as published to Dealer or
as used on Royce's sales forms and invoices.
All shipments shall be made by Air Parcel Post unless otherwise
requested by Dealer at time of purchase request. Dealer may direct
shipment through a United States based shipping agent of Dealer's
choice. However, this must be specified on the purchase order.
9. During the term of this Agreement, the Dealer shall not act as agent,
distributor, representative or manufacturer of, nor will the Dealer
sell nor offer for sale, any products which are in anyway competitive
with any of the Royce Instruments, without the prior written consent of
Royce. Dealer represents that it is not at the time of its signing this
Agreement, involved in any agency, distributorship, representation,
manufacturing or selling arrangement which may be reasonably considered
to infringe the terms of this section and will during the period of
this Agreement notify Royce in writing in advance of any agency,
distributorship, representation or manufacturing or selling arrangement
in which it intends to become engaged which may reasonably be
considered to infringe the terms of this section.
10. Royce or Dealer may terminate this Agreement immediately by telegraphic
or written notice to the other party if he should be declared bankrupt
or insolvent, or have a receiver appointed over his property, or
petition for reorganization or other benefits under the applicable
Insolvency or Bankruptcy Laws as now or hereafter existing, or if he
should make an assignment for the benefit of creditors, or if, after
notice and reasonable opportunity to cure, Dealer shall breach any
provision of this Agreement or fail to pay sums due and owing to
Royce.
11. Acceptance of orders by Royce from Dealer after termination of this
Agreement, shall not constitute a renewal of this Agreement or a waiver
of Royce's right to treat this Agreement as terminated.
12. Termination of this Agreement shall not release either party from the
payment of any sums then owing, or from other unsatisfied obligations.
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13. In the event of termination of this Agreement, Dealer shall discontinue
using the "Royce" or any other Royce Instrument Corp. trade name or
trademark. Dealer shall also remove all signs from his place of
business, letterheads, calling cards, advertising, telephone listing,
etc. which might indicate or imply that Dealer is an authorized
representative of Royce. Dealer shall also return all printed matter,
engineering data, catalogs, price lists, selling materials, and all
other supplies furnished Dealer by Royce.
14. Royce certifies that it has obtained adequate liability insurance for
the protection of both Royce and Dealer against potential product
liability claims. Dealer agrees to comply with the following procedures
regarding product liability occurrences/claims:
A. Notify Royce, if there was bodily injury or more than $10,000
U. S. dollars property damage, immediately by phone upon
learning of a claim or occurrence.
B. Preserve all information as to witnesses, the occurrence,
claim, the product, etc. and write the facts in a memo to
Royce Instrument Corporation. Dealer is to xxxx the memo
"Confidential to Counsel."
C. Assist the manufacturer in any further investigation required.
15. This agreement supersedes all previous agreements between the parties
regarding the distribution of any products of the Royce Instrument
Corporation and, this is the complete Agreement. Any waiver of any
provision of this Agreement by Royce shall not constitute a waiver of
any other provisions, nor shall it be considered a continuing waiver
unless otherwise agreed in writing.
16. Any suit or other legal proceeding against Royce under this Agreement
shall be brought in a court of competent jurisdiction in the United
States of America. Any suit or other legal proceeding against Dealer
shall be brought in a court of competent jurisdiction in the Territory.
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17. If a court or administrative agency of any government exercising
jurisdiction over either party shall determine that any provision of
this Agreement is unlawful or unenforceable, the provisions not
affected by such determination shall remain in effect; provided
however, that in such event either party shall have the right to
terminate this Agreement in its entirety.
ROYCE INSTURMENT CORPORATION DEALER:
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EURO TECH (FAR EAST) LTD.
BY: ILLEGIBLE BY: ILLEGIBLE
NAME: XXXXX X. XXXXXX NAME: ALEX SHAM
TITLE: PRESIDENT TITLE: DIRECTOR
DATE: October 28. 1998 DATE: Dec. 18, 1998
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EXHIBIT A
I. INSTRUMENTS
The products to be handled by the Dealer are those Royce standard Instrument
Products defined as follows.:
Dissolved oxygen Analyzers
pH/ORP Analyzers
Suspended Solids Analyzers
Interface Level Analyzers (XXX)
Products not listed above are specifically excluded for sales by Dealer without
prior written approval of Royce.
ROYCE INSTURMENT CORPORATION DEALER:
---------------------------------------
EURO TECH (FAR EAST) LTD.
BY: ILLEGIBLE BY: ILLEGIBLE
NAME: XXXXX X. XXXXXX NAME: ALEX SHAM
TITLE: PRESIDENT TITLE: DIRECTOR
DATE: October 28. 1998 DATE: Dec. 18, 1998
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