AGREEMENT BETWEEN AMPLIDYNE, INC.
AND
LINK MICROTEK LIMITED
This agreement made this October 17, 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
"Manufactuer." and Link Microtek Limited a manufacturers' representative
company operating under the laws of the state and England principal office
located at: Xxxx 00, Xxxxxxxx Xxxx, xxxxxxx, Xxxxxx, Xxxxxxxxx XX00 SEG here in
after referred to 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 U.K.
and Ireland.
3. HOUSE ACCOUNT. With the following exceptions,:
4. PRODUCT. All "products" of the Manufacturer are to be sold by the
Representative, except those specified below:
5. Amount of Compensation. Representative compensation for services performed
hereunder shall be a percentage of the "net invoice price" of the
Manufacturer's product shipped into the Representative's territory on a
sliding scale as follows:
10% of the first $ 15,000 ($ to $ 15,000)
8% of the next $ 35,000 ($ 15,001 to $ 50,000)
6% of the next $ 50,000 ($ 50,001 to $ 100,000)
4% of the next $150,000 ($100,001 to $ 250,000)
2% of the next $750,000 ($250,001 to $1,000,000)
1% of all over $1,000,000 ($1,000,001 and up)
When engineering, execution of the order, or shipment involved in different
territories, The Manufacture will split the full commission among the
Representative whose territories are involved. The Manufacturers will make
this determination and advise the interested Representative at the time the
order is submitted to the Manufacturer.
Manufacturer shall have the right to reasonably reduce commissions when a
quotation is reduced for the purpose of securing an order. Manufacturer
agrees to notify the Representative at the time the order is placed.
6. COMPUTATION AND PAYMENT OF COMMISSION.
Commissions are based upon the net F.O.B.
a. Invoiced amount of orders received and accepted by Manufacturer from the
aforesaid territory of the Representative. Such commissions to be paid on
the 15th of every month following the month after Manufacturer has received
payment in full for individual invoices or progress payments.
b. At the time of payment, Manufacturer will send Representative a commission
statement showing the computation of commissions.
c. "Net invoice price" shall mean the total price that an order is invoiced to
the customer, including any increase or decrease in the total amount of the
order (even if such increase or decrease takes place after the effective
date of termination), but excluding shipping and mailing costs, taxes,
insurance and any allowances or discounts granted to the customer by the
Manufacturer; and
d. There shall be deducted from any sum due Representative:
1. An amount equal to commissions previously paid or credited on sales of
Manufacturer products, which have since been returned to the customer or
an allowance credited to the customer for any reason by the Manufacturer;
and
2. An amount equivalent to commissions previously paid or credited on sales
which Manufacturer shall not have been fully paid the customer whether by
reason of the customer's bankruptcy, insolvency, or any other reason
which, in Manufacture judgement, renders the account uncollectible (if any
sums are ever realized upon such uncollectible (if any sums are ever
realized upon such uncollectible accounts, Manufacturer will pay
Representative its percentage of commissions applicable at the time of the
original sale upon the net proceeds of such collection).
e. "Order" shall mean any commitment to purchase Manufacturer's products which
calls for shipment into Representative's territory or which is subject
to split commission in accordance with Provision #4 hereof.
7. ACCEPTANCE OF ORDERS. All orders are subject to acceptance or rejection by an
authorized officer of Manufacture at its home office and to the approval of
Manufacture'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.
8. 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
Manufacturers prior approval.
9. REPRESENTATIVE'S RELATIONSHIP AND CONDUCT 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 remain 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.
10.TERMS OF AGREEMENT AND TERMINATION. This agreement may be terminated
with or without cause by either party after 30 days from date of written
notice.
Notice of termination shall be certified or registered mail. The
effective date of notice or termination shall be the date mailed.
11.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 Manufacture 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.
12.GENERAL.This agreement contains the entire understanding of the
parties, and shall supersede any other oral or written agreement, and
shall insure to the benefit of Manufacturer'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 Manufacturers 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. LINK MICROTEK LTD.
XX 00000 XXXX 00, XXXXXXXX XXXXX,
XXXXXXX, X.X.
______________ _______________________
Date 10-17-95 Date 19 Oct 95
