AGREEMENT BETWEEN AMPLIDYNE, INC.
AND
ENS ENGINEERING
THIS AGREEMENT made this June 2, 1995 by and between Amplidyne Inc., a
corporation incorporated under the laws of the State of New Jersey
having its principal office at Xxxxx Court, Belle Xxxx, NJ, hereinafter
referred to as "Manufacturer." and ENS Engineering a manufacturers'
representative company operating under the laws of the state of Korea
office located at:Gaepung Xxx.#000-00, Xxxxxx-Xxxx, Xxxxxxxxx, Xxxxx,
000-000, Xxxxx as "Representative," provides as follows:
1. APPOINTMENT AND ACCEPTANCE. Manufacture appoints Representative as its
exclusive selling representative to sell products (enumerated in Provision #4
hereof) in the territory (defined in Provision #2 hereof); and Representative
accepts the appointment and agrees to sell and promote the sales of the
Manufacturer's products.
2. TERRITORY. Representative's territory shall consist of the following:
Korea.
3. HOUSE ACCOUNT. None
4. PRODUCT. All "products" of the Manufacturer are to be sold by the
Representative.
5. COMPUTATION AND PAYMENT
Amplidyne agrees to wire transfer the representative the commission
agreed within 30 Business days after shipment of the product by
Amplidyne, Inc.
Representative Commission
Up to $10,000 15%
100,001-250,000 12%
250,001-250,000 10%
500,001- 10 million 8%
In the event of the agency contract being terminated by the principal,
for any reason other than willful misconduct on the part of the agent,
the agent shall be entitled to an amount to be paid to him by principal
by way of compensation for loss of goodwill suffered by the agent.
Such commission shall be an amount, equal to an indemnity for one year
calculated from the Agent's average annual sum, earned by the agent in
respect of commission under the agency during the 5 years immediately
preceding the said termination.
In the event of agency having existed for a shorter period than 5 years,
the amount of the compensation shall be calculated on the average for
the entire period of the agency.
6. ACCEPTANCE OF ORDERS. All orders are subject to acceptance or
rejection by an authorized officer of Manufacturer at its home office
and to the approval of Manufacturer's credit department. Manufacturer
shall be responsible for all credit risk and collection.
If Manufacturer notifies customer of its acceptance or rejection of
an order, a copy shall be transmitted to the Representative.
7. TERMS OF SALE. All sales shall be at prices and upon terms
established by Manufacturer and it shall have the right, in its sole
discretion, from time to time, to establish, change, alter or amend
prices and other terms and conditions of sale. Representative shall not
accept orders in the Manufacturer's name, make price quotations or
delivery promises without the Manufacturer's prior approval.
8. REPRESENTATIVE'S RELATIONSHIP AND CONUCT OF BUSINESS.
A.Representative shall maintain a sales office in the territory and
shall use its best efforts and devote such time as may be reasonably
necessary to sell and promote the sale of Manufacturer's products within
the territory.
b.Representative will conduct all of its business in its own name
and in such manner it may see fit. Representative will pay all expenses
whatever of its office and activities and will be responsible for the
act and expenses of its employees.
c.Representative shall not, without prior written consent of the
Manufacturer, handle products which, in the opinion of Manufacturer, are
competitive with the products of the Manufacturer being handled by the
Representative. Representative shall notify the Manufacturer whenever
taking on any additional lines other than those now handled by the
Representative, or whenever his relationship is terminated with any
other Manufacturer which it now represents.
d.Nothing in this Agreement shall be construed to constitute the
Representative as the partner, employee, or agent of the Manufacturer,
nor shall either party have any authority to bind the other in any
respect, it being intended that each shall reamin an independent
contractor responsible only for its own actions.
e.Representative shall not, without Manufacturer's prior written
approval, alter, enlarge or limit orders, make representation or
guarantees concerning Manufacturer's product, or accept the return of or
make any allowance for such products.
f.Representative shall furnish information to Manufacturers'
Accounting Department any information which it may have from time to
time relative to the credit of its customers.
g.Representative shall abide by Manufacturer's policies and
communicate same to Manufacturer's customers.
h.Manufacturers shall be solely responsible for the design,
development, supply production and performance of its products and the
protection of its trade names.
i.Manufacturer shall furnish Representative, at no expense to the
Representative, a reasonable quantity of catalogs, literature, and any
other material necessary for the proper promotion and sale of its
products in the territory. Any literature which is not used, or samples,
or other equipment belonging to Manufacturer, shall be returned to the
Manufacturer at its request.
9. TERMS OF AGREEMENT AND TERMINATION. This agreement shall remain in
force and effect for a period of 3 years from the date 2nd June, 1995
and thereafter shall be extended year to year except that either party
may terminate the agreement at the end of the third year from the date
hereof or during any year by giving ninety days prior written notice to
the other party.
Notice of termination shall be certified or registered mail. The
effective date of notice or termination shall be the date mailed.
10.RIGHTS UPON TERMINATION. Upon termination of this Agreement for any
reason, Representative shall be entitled to:
a.Commissions for all orders shipped into Representative's territory
which are dated or communicated to Manufacturer prior to effective date
of termination; and
b.Its share of split commissions for orders dated or communicated to
Manufacturer prior to this effective date of termination, regardless of
when such orders are shipped.
11.GENERAL.This Agreement contains the entire understanding of the
parties, shall supersede any other oral or written agreement, and shall
insure to the benefit of Manufaturer's successors and assigns. It may
not be modified in any way without the written consent of both parties.
Representative shall not have the right to assign this Agreement in
whole or part without Manufacturer's written consent.
00.XXXXXXXXXXXX OF AGREEMENT.This Agreement shall be construed according
to the laws of the State of New Jersey. IN WITNESS WHEREOF, the
parties hereto have executed this Agreement the day and year first
above written in multiple counterparts, each of which shall be
considered an original.
MANUFACTURER: SALES REPRESENTATIVE
============ ====================
AMPLIDYNE, INC. ENS ENGINEERING,
XXXXX 0 & 00, XXXX. 0 XXXXXXX XXX.
Xxxxx Court SEOUL, KOREA
NJ 08502
. . . . . . . . . . . . . . . . . . . . . .
Date 12-5-95 Date 12-5-95
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