"MARKETING DISTRIBUTION AGREEMENT"
THIS AGREEMENT made the 21st day of September, 1995,
BETWEEN
UV SYSTEMS TECHNOLOGY INC. of
0000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx Xxxxxxxx
Xxxxxx X0X 0X0
("Manufacturer")
AND
SERVICE SYSTEMS INTERNATIONAL, LTD.
00000 00xx Xxxxxx, Xxx. 000
Xxxxx Xxxx, XX
Xxxxxx X0X 0X0
("Distributor")
NOW IT IS HEREBY AGREED AS FOLLOWS;
1.0 DEFINITIONS
1.1 'The Products' shall mean that list of equipment which is set out in
Schedule 1 hereto.
1.2 'The Territory' shall mean the States of California, New Mexico,
Arizona, Utah, Colorado, Montana, Idaho, and Alaska, U.S A.
1.3 'The Technology' shall mean that list of information and data which is
set out in Schedule 2 hereto.
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2.0 APPOINTMENT
2.1 The Manufacturer hereby appoints the Distributor as its Marketing
Distributor for the promotion and sale of the Products within the
Territory.
2.2 The relationship between the Manufacturer and the Distributor shall be
that of a seller and a buyer and the Distributor shall not make any
commitment, representation or warranty which would bind the
Manufacturer and shall not otherwise purport to represent or act on
behalf of the Manufacturer.
3.0 DISTRIBUTOR'S OBLIGATIONS
3.1 The Distributor shall use all reasonable endeavour to promote the sale
of the Products within the Territory and shall identify projects where
use of the Products would be appropriate and such sales shall not be
limited to projects where the Distributor is directly involved but
will include projects where sales may be effected to organizations
which are in direct competition to the Distributor.
3.2 During the term of this Agreement the Distributor shall not directly
or indirectly promote within the Territory any equipment which is
similar to or in competition with the Products.
3.3 The Distributor shall not promote the sale of the Products outside the
territory and shall refer to the Manufacturer any enquiry for the
Products which is received from outside the Territory.
3.4 Neither the Manufacturer nor the Distributor shall assign the benefit
of this Agreement without the prior written consent of the
Manufacturer.
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4.0 MANUFACTURER'S OBLIGATIONS
4.1 The Manufacturer shall manufacture the Products using good engineering
practice and to the reasonable satisfaction of the Distributor.
4.2 Provided that the Distributor has supplied accurate information the
Manufacturer warrants that the Products will perform to the standard
specified by the Distributor and will be in every respect fit for the
purpose for which they are intended.
4.3 The Manufacturer shall promptly reply to all reasonable requests for
technical assistance and quotations which may be made by the
Distributor.
4.4 Upon the signing of this Agreement the Manufacturer shall supply the
Technology and allow the Distributor to make use of it for the
purposes of this Agreement.
4.5 For the term of this Agreement the Manufacturer shall not enter into
any agreement with any person, company or organization other than the
Distributor which would result in the Products being sold or
distributed within the Territory.
4.6 The Manufacturer shall supply the Products in accordance with the
terms of the Manufacturer's quotation.
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5.0 TERM
5.1 Unless previously terminated the term of this Agreement shall be three
years from the date thereof and such term shall be automatically
extended from year to year until either the Manufacturer or the
Distributor give to the other six months' notice of termination. Such
notice shall be in written form.
6.0 TERMINATION
6.1 If either the Manufacturer or the Distributor shall become insolvent
or have a receiving order made against them or become subject of
proceedings for their compulsory winding up or enter into voluntary
liquidation (other than for the benefit of its members) or enter into
administrative receivership then the Manufacturer or the Distributor
may forthwith terminate this Agreement by giving written notice
thereof to the other.
6.2 If either the Manufacturer or the Distributor should commit any breach
of their obligations under this Agreement and such breach is not
remedied within 30 days of the giving of a written notice requiring
such breach to be remedied then either the Manufacturer or the
Distributor may forthwith terminate this Agreement by giving written
notice thereof.
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7.0 EFFECTS OF TERMINATION
7.1 If this Agreement terminates pursuant to the provisions of clause
5.0 or pursuant to the provision of clause 6.0 hereof where there
has been default on the part of the Manufacturer then the
Manufacturer shall:
i) supply those of the products which have been ordered by the
Distributor at the date of termination
ii) supply the Products and provide the Technology in respect of
orders received by the Distributor prior to the date of
termination
iii) supply such spare for the Products as may be ordered by the
Distributor up to 60 days after the date of termination
7.2 If this Agreement is terminated for any reason then the
Distributor shall forthwith return the Technology to the
Manufacturer and cease all use of it.
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8.0 FORCE MAJEURE
8.1 Neither the Manufacturer nor the Distributor shall be responsible each
to the other in respect of any matter arising out of any circumstances
which constitute Force Majeure or any circumstances which are outwith
the reasonable control of either the Manufacturer or the Distributor
and which prevent or impede the due performance of this Agreement
including but not limited to the following matters:
a) war or hostilities
b) riot or civil commotion
c) earthquake, flood, fire or other natural physical disaster
d) the mere shortage of labour caused by any strike or lock-out or
other industrial action shall not constitute Force Majeure.
8.2 If any obligation under this Agreement is materially affected by a
circumstance which constitutes Force Majeure the affected party shall
forthwith give notice thereof to the other and shall thereupon be
excused the further performance of its obligations under this
Agreement or under any order for the Products for such time as the
Force Majeure exists.
9. CONFIDENTIALITY
9.1 Both the Manufacturer and Distributor agree to be bound by the
provisions of the non-disclosure agreement entered into by them and
dated September 15, 1995.
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10.0 PAYMENT
10.1 The Distributor shall pay for the Products by way of cheque or
telegraphic transfer as required on terms to be mutually agreed
upon and the rendering of an invoice from the Manufacturer other
than where specific terms of payment are agreed in any order for
the Products or identified in any quotation provided by the
Manufacturer.
11.0 PATENTS
11.1 The Manufacturer hereby warrants that in supplying the Products and
the Technology it does not breach any patent, copyright or
intellectual property right and further indemnifies the Distributor
against any loss, damage or costs which may arise from any breach of
such warranty.
12.0 VALIDITY
12.1 If any provision of this Agreement is found or deemed to be
invalid then it shall not affect the validity of the Agreement
generally.
Signed on behalf of the Manufacturer )
UV SYSTEMS TECHNOLOGY INC. )
)
/s/ X.X. Xxxxxxxxxxx )
------------------------------------ )
by: X.X. Xxxxxxxxxxx )
President )
Signed on behalf of the Distributor )
SERVICE SYSTEMS INTERNATIONAL LTD. )
)
/s/ Xxx Xxxxxxxx )
------------------------------------ )
by: Xxx Xxxxxxxx )
President )
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SCHEDULE 1
THE PRODUCTS
1. Ultraviolet lamps - both Low Pressure Low Intensity, and High Intensity
High Efficiency types.
2. Quartz glass sleeves.
3. Electrical control equipment.
4. Monitoring equipment.
5. Ultraviolet Sterilizers incorporating both Low Pressure Low Intensity UV
Lamps and High Intensity High Efficiency UV Lamps.
6. Ultraviolet Disinfection Systems suitable for.
- sewage effluent discharge
- combined storm sewer overflows (C.S.O.)
- industrial wastewater
- process water
- potable water
- sea water
7. Module cleaning system in situ.
8. Module cleaning system bath type.
9. Operation and maintenance manuals.
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SCHEDULE 2
THE TECHNOLOGY
1. General Arrangement drawings covering mechanical and electrical suitable
and sufficient for installation and servicing of the Products.
2. Dosage rate calculations compatible with current EPA Data.
3. Design calculations compatible with current EPA Data.
4. Details of cleaning methods sufficient to effect repairs and removal for
service.
5. Details of "mix" rates of all cleaning chemicals together with any
hazard/health warnings as appropriate.
6. Details of UV lamp operating data including electrical input/output, UV at
253.7 nanometres (nm).
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