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EXHIBIT 10.20
SALES REPRESENTATION AGREEMENT
THIS AGREEMENT, made this 1st day of January, 1995, between ARROW
MOLDED PLASTICS, INC. an Ohio corporation having its principal office at 000
X. Xxxxxxx, Xxxxxxxxxxx, Xxxx 00000 (hereinafter referred to as "Principal"),
and MTH SALES, a sole proprietorship, having its principal office at 0000
Xxxxxxxxxx, Xxxxxxxx Xxx., XX. 00000. MTH SALES is a wholly owned company of
Xxxxxxx X. Xxxxxx and is hereinafter referred to as "Agent".
WITNESSETH:
1. A. Principal hereby appoints Agent as its exclusive sales
representative (to the exclusion of all others, including in such exclusion,
without limitation, Principal) to represent Principal in the sale of all of its
products (the "Products") as listed on Exhibit A, which is part hereof, to the
Customers as shown on Exhibit B, which is a part hereof, regardless of the
destination to which any Customer directs the shipment be made.
B. Agent agrees that so long as Agent is acting as sales
representative for Principal hereunder, Agent shall not act as sales
representative for any other company.
C. Orders shall be solicited by Agent subject to acceptance by
Principal.
D. Agent shall exercise its best efforts hereunder in behalf of
Principal, and Principal recognizes that Agent's undertaking to exercise such
best efforts means that Agent shall endeavor, by working with all departments
and personnel of prospective purchasers of the Products, to obtain for Principal
opportunities to quote its prices, terms and conditions of sale to prospective
purchasers of the Products; to solicit for Principal from prospective
purchasers of the Products invitations to make such quotations; and to keep
Principal advised, to the extent known to Agent, of prices, terms and
conditions of sale against which Principal must compete.
2. A. Agent is an independent contractor engaged in the business of
exclusive sales representation and shall act as such hereunder.
B. Agent shall bear all expenses incurred by it in acting hereunder
including, without limitation of the generality of the foregoing, all of its
travel and entertainment. Travel outside the U.S. occasioned by the customer
shall be the responsibility of the Principal, only if Principal is notified in
writing and approves such travel in advance.
3. A. As compensation for its services herewith, Agent shall be paid as
follows:
(1) Effective January 1, 1995 Agent will be paid a base amount of
$20,000.00 monthly ($240,000/yr.).
(2) In addition, Agent will be paid a commission of .0032% on the
Net Billing of those products shown on Exhibit A invoiced to the customers
shown on Exhibit B.
B. The "Net Billing" shall be deemed to be the gross billing to the
Customer less all discounts and allowances, freight, and sales tax, if any.
Principal may deduct from subsequent
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commissions payable to Agent any commission paid Agent with respect to Products
which the Customer has returned for credit and upon which Principal has
properly issued such a credit to the customer.
C. Agent's said base and earned commission shall be payable to it at
its said principal office on or before the 30th day of the calendar month
following the month in which Principal invoices the customer for the products.
D. All commission payments by Principal to Agent shall be accompanied
by a detailed schedule, prepared by Principal, showing the specific Customer
invoices as to which commission is being paid, and such other detail as shall
facilitate the ascertainment of commission accounts between Principal and
Agent.
E. Principal, in its sole discretion, may find the need to hire an
account executive to manage the totality of Principal's relationship with Ford.
If Principal hires such an individual, Principal shall reduce the compensation
payable annually to MTH under this Agreement by the wages (including fringe
benefits) paid this individual. This reduction shall not exceed $150,000.00 in
any calendar year. This paragraph E. shall lapse one year from this date.
4. A. The term of this Agreement is for five (5) years from and after
January 1, 1995. Commencing January 1, 2000, this Agreement shall be
automatically extended for successive one (1) year periods unless terminated by
written notice by either party to the other given at least thirty (30) days
prior to the commencement of each such one (1) year period.
B. In the event of such termination, Principal shall continue to pay
Agent its regular commission as if this Agreement had not been terminated on
all shipments of the products made by Principal during the eighteen (18) months
following the effective date of termination, except see C. (3) below which
shall control.
C. Agent shall continue to service the Customers until the effective
date of termination, but Agent shall have no further obligations of any kind to
Principal after the effective date of termination except otherwise expressly
stated herein.
(1) If the employment terminates because of death or permanent
disability, and if Principal terminates this Agreement under this paragraph,
Principal shall continue to pay Agent its base and commissions hereunder for
twelve (12) months following the effective date of termination and then
Principal obligations shall otherwise cease.
(2) If Principal terminates Agent for any reason other than as
stated in Subparagraph (1) above, Principal shall continue to pay Agent its
commissions hereunder as if this Agreement had not been terminated on all net
xxxxxxxx invoiced by Principal during the eighteen (18) calendar months
following the effective date of such termination by Principal under this
paragraph.
(3) If Agent terminates this contract for any reason both parties
obligations shall cease immediately.
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C. No modification hereof shall be deemed effective unless in writing.
All amendments to this Agreement, to be valid, shall be in the writing and
signed by a person authorized to sign in behalf of the respective parties.
D. Waiver of breach of this Agreement shall not extend to or prejudice
any rights in respect of future breach.
E. Any notice required under this Agreement to be in writing shall be
deemed given when mailed to the other party by prepaid registered mail at the
address specified for such party herein, or at such other address as shall
hereafter be designated by written notice of either party.
F. Each of the individuals signing this Agreement in behalf of their
respective corporate parties warrants his authority to do so and warrants that
the respective corporate party has duly authorized such execution.
G. This writing states the entire Agreement of the parties. There are
not representations or collateral agreements hereto nor oral agreements and or
implied warranties or conditions and no applicable trade usage's or customs,
the entire Agreement being as herein stated.
ARROW MOLDED PLASTICS, INC.
ATTEST:
Xxxx X. Xxxxxxxx By: Xxxxxxx X. Xxxx
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AUTHORIZED OFFICER
ATTEST: MTH SALES, INC.
By: Xxxxxxx X. Xxxxxx
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Its Owner
DATE:
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EXHIBIT A
THE PRODUCTS
All injection-molded plastic products, exclusive of those products that are
generally considered to be exterior or functional unless agreed upon in
advance.
Not included are:
Injection molded parts other than plastic
Fiberglass parts
Bulk Molded Parts
RIM parts
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EXHIBIT B
THE CUSTOMERS
FORD MOTOR COMPANY, as follows:
NAAO-INTERIOR TRIM
EAO-INTERIOR TRIM
PTPD-also known as ACD-Automotive Components Division
NAAO-Exterior for applications agreed upon in advance and reduced to
writing.
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