Exhibit 10.2
SUBDISTRIBUTORSHIP AGREEMENT
Subdistributorship Agreement made this 18th day of May, 2001 between 4 CLEAN
WATERS LTD., a corporation organized and existing under the laws of the British
Virgin Islands, whose principal place of business is CNAC Building, 0xx Xxxxx,
00 Xxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx (hereafter referred to as "Distributor"), and
I. Salman EXP. IMP. EST., a corporation organized and existing under the laws of
the State of Jordan, whose principal place of business is Xxxxxx Bin Xxxxx St.,
#159 Amman, Jordan (hereafter referred to as "Subdistributor").
RECITALS
1. Distributor is the exclusive licensee of WaterChef, Inc., for the "Pure Safe
Water Station" and related components and has the right to, appoint
Subdistributors.
2. Subdistributor desires to obtain from Distributor, and Distributor desires to
grant to Subdistributor, the exclusive right and license to sell and promote the
sale of the Pure Safe Water Station and related components (hereafter referred
to as "Products") in Jordan, Sudan, Palestine (hereafter referred to as
"Territory").
In consideration of the matters described above, and of the mutual benefits and
obligations set forth in this agreement, the parties agree as follows:
SECTION ONE
APPOINTMENT
A. Distributor appoints Subdistributor as the exclusive Subdistributor for the
marketing, sale and servicing of the Products in the Territory.
B. During the continuance of this Agreement, Distributor agrees to notify, in
writing, all other Subdistributors of the Products that Subdistributor is the
exclusive Subdistributor for such Products and has the sole right to sell such
products in the Territory.
SECTION TWO
RIGHT TO USE NAME
A. Distributor, under the authority of WaterChef, Inc., licenses to
Subdistributor the right to use the trade name "Pure Safe Water Station", and
the trademark, copyrights, pending patents and patents, in the marketing of the
Products which, and to the same extent as, Distributor now has, or may
subsequently acquire, the right to use.
B. Subdistributor shall not produce or use any other label, name or trademark on
the Products.
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C. On the termination of this Agreement for any reason, Subdistributor shall
discontinue the use of the trade same, trademark, labels, copyrights, pending
patents or patents and other advertising media, and shall remove all signs and
displays relating to the same; and, in the event of Subdistributor's failure to
do so, Distributor may itself remove such article and material at
Subdistiibutor's expense.
D. On the termination of this Agreement for any reason, Distributor shall have
the option to repurchase the Products then in the possession of Subdistributor,
and available for sale, at prices originally billed to Subdistributor plus
actual freight on the shipment of them to Subdistributor, and with deductions
from moneys due or to become due to Distributor under this Agreement. As to any
of Distributors Products not repurchased by it within thirty (30) days of such
termination, Subdistributor shall have the. right to dispose of such Products in
the regular course of its business, and for this purpose, the restrictions of
the preceding Subsection C shall be deferred until three (3) months after the
termination of this Agreement.
SECTION THREE
PURCHASE PRICE; MINIMUM SALES
A. Subdistributor agrees to purchase no fewer than 100 units in the calendar
year, commencing on January 1, 2001. The minimum number of units to be purchased
by Subdistributor shall be a minimum of 50 units for the calendar year
commencing January 1, 2002 and by an additional 50 units for the calendar year
commencing January 1, 2003. The minimum quantities are cumulative, and any
excess for prior years may be carried over to later years.
B. The purchase price for each unit purchased by Subdistributor shall be the
Subdistributor Prices set forth in Exhibit A per unit, less ___ (__%) percent.
Similarly, Subdistributor can purchase Refill Supplies at _____ (___%) percent
below Subdistributor Prices for the Refill Supplies set forth on Exhibit B.
Distributor's price list for the Products and the Refill Supplies is set forth
in Exhibits "A" and "B" appended hereto and forming a part hereof. In the event
of a price change, Distributor agrees to give Subdistributor thirty (30) days
notice prior to the effect thereof.
C. The minimum quantities are cumulative and any excess for prior yeah maybe
carried over to later years. If sales to the Subdistributor by Distributor
during any year are fifteen (25%) percent lower than the agreed levels,
Distributor shall have the unrestricted option, to be exercised within sixty
(60) days of the year, of termination of the Subdistributors marketing and sales
rights and converting it to a non-exclusive basis, within the Territory or part
of the Territory.
D. All shipments of the Products to the Subdistributor will be FOB "WaterChef"
manufacturing location. Subdistributor will be responsible for selection and
payment of all special packing, shipping, freight and insurance charges, which
charges Distributor may require Subdistributor to pay in advance. Subdistributor
will also have the sole responsibility of obtaining any necessary legal
documents required by the various Governments of the countries in the Territory.
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SECTION FOUR
TERM
The term of this Agreement shall begin on the date first written above, and
shall end on December 31, 2003, subject to the following: An Option to renew by
both parties after agreement of quantities for an additional 3 years.
A. Provided Subdistributor is not in default in this Agreement, or any of its
terms or provisions, Subdistributor may elect, by written notice to Distributor
at least 30 days prior to the end of the original term of this Agreement, to
extend automatically, this Agreement on the same terms and conditions, for
successive automatic renewal period of the year commencing January 1, 2003, so
long as the minimum quantities ___ units per year in the 4th year, ___ units per
year in the 5th year, and ___ units per year in the 6th year and thereafter are
met.
B. Subdistributor may, on ninety (90) days written notice to Distributor,
terminate this Agreement for any reason, without cause, but without prejudice to
may rights of either party to moneys due or to become due under this Agreement.
C. In the event of breach by Distributor, or its failure to perform any of the
terms or conditions of this Agreement, Subdistributor may terminate this
Agreement on 60 days written notice, which notice shall be effective at the
expiration of the 60-day period. However, failure by Distributor to deliver any
order to Subdistributor shall not be deemed a breach or failure to perform by
Distributor, if such failure to deliver is the direct result of revolutions,
insurrections, riots, wars, acts of enemies, acts of God, national emergency,
strikes or floods (referred to below as "force majeure"), aid the existence of
such force majeure is disclosed, in writing, to Sub-distributor within 30 days
of its occurrence.
D. If Subdistributor is in default in any payment to Distributor for a period of
30 days after demand for payment from Distributor, or if Subdistributor
defaults, in performing any of the other terms, conditions or promises of this
Agreement, and continues in default for a period of 5 days after written notice
of default, then Distributor shall have the right at the expiration of the
15-day notice of default, to terminate this Agreement on giving written notice
of the termination at the end of the 15-day period.
E. If Subdistributor is or becomes insolvent, or enters into a composition with
its creditors, or if a receiver is appointed for it, or if Subdistributor files
any petition or application under any bankruptcy laws or acts, or is adjudicated
a bankrupt, then Distributor shall have the right to terminate this Agreement on
giving notice to Subdistributor at least 30 days before the time when such
termination is to take effect, and at the expiration of the 30 days, this
Agreement shall become null and void, but without prejudice to the rights of
either party to moneys due or to become due under this Agreement.
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SECTION FIVE
RETURN OF DEFECTIVE PRODUCTS
Subdistributor may return any products that are defective within sixty (60) days
of delivery, and Distributor shall immediately replace all such defective
products at Distributor's expense.
SECTION SIX
REPRESENTATIONS
Distributor represents, covenants and warrants as follows:
A. Distributor is a corporation formed and in good standing in the British
Virgin Islands, and is not now operating in bankruptcy, or Pursuant to an
arrangement with its creditors under any chapter of the federal bankruptcy laws.
B. Distributor has the worldwide exclusive rights to market, sell and service
the Products covered, by this Agreement and has tie right to license exclusive
and nonexclusive rights to others to market such products worldwide.
C. Distributor has not gamed and will not, without prior written consent of
Subdistributor, grant to any person, entity or organization, the right to sell
or market the products covered by this Agreement whether at wholesale or at
retail, in the Territory covered by this Agreement and will not itself or by its
employees or agents make any such sales.
D. During the term of this Agreement, Distributor will endeavor to have
WaterChef maintain in full force and effect its present rights to use the
tradename, trademark, labels, copyrights. pending patents rind patents
affiliated with the Products covered by this Agreement and shall at its own
expense exercise its common-law . and statutory rights against any infringements
of its right to so use such tradename, trademark, labels, copyrights, pending
patents and patents.
SECTION SEVEN
REPRESENTATIONS OF SUBDISTRIBUTOR
Subdistributor covenants and warrants as follows:
A. Subdistributor is a corporation formed and in good standing in Jordan.
B. Subdistributor shall use its best efforts to market, service and sell at the
Products covered by this Agreement in the Territory specified.
C. Subdistributor agrees that in the countries where WaterChef and/or
Distributor have applied for patent protection to be vigilant in detecting any
possible infringement of the patents by third parties and to inform WaterChef
and Distributor promptly of any infringement and to collaborate with WaterChef
and Distributor in proceeding against any infringement, to the extent requested.
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SECTION EIGHT
ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties pertaining
to the subject matter contained in it and supersedes all prior and
contemporaneous agreements, representations and understandings of the parties.
No supplement, modification or amendment of this Agreement shall be binding,
unless executed in writing by all the parties to this Agreement. No waiver of
any of the provisions of this Agreement shall be deemed, or shall constitute, a
waiver of any other provision, whether or not similar, nor shall any waiver
constitute a continuing waiver. No waiver shall be binding unless executed in
writing by the ply making the waiver.
SECTION NINE
BINDING EFFECT ON SUCCESSORS AND ASSIGNS
This Agreement shall be binding on and shall inure to the benefit of the
successors end assigns of the parties to this Agreement.
SECTION TEN
ATTORNEY FEES
If any legal action or other proceeding is brought for the enforcement of this
Agreement, or because of an alleged dispute, breach, default or
misrepresentation in connection with any of the provisions of this Agreement,
the successful or prevailing party or parties shall be entitled to recover
reasonable attorney fees and other costs incurred in that action or proceeding,
in addition to any other relief to which it may be entitled.
SECTION ELEVEN
NOTICES
All notices, requests, demands and other communications under this Agreement
skull be in writing and shall be deemed to have been given on the date of soviet
if served personally on the party to whom notice is to be given, or on the third
day after mailing, if mailed to the party to whom notice is to be given, by
first-class trail, registered or certified, postage prepaid, and unless either
party should notify the other of a change of address, properly addressed, as
follows:
To Distributor 4 Clean Waters, Ltd.
c/o Law Offices of Xxxxxx X. Xxxx, Esq.
00 Xxxx Xxxxxx, Xxx. 0000
Xxxxx Xxxxxx, Xxx Xxxx 00000
To Subdistributor
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SECTION TWELEV
INTERPRETATION
This Agreement shall be governed by the laws of the State of New York.
SECTION THIRTEEN
TIME OF THE ESSENCE
Time is of the essence in all portions of this Agreement.
SECTION FOURTEEN
CAPTIONS
The subject headings of the sections and subsections of this Agreement are
included for purposes of convenience only and shall not affect the construction
or interpretation of any of its provisions.
SECTION FIFTEEN
AUTHORITY TO BIND
Each person executing this Agreement warrants that the person has full and legal
authority to execute this Agreement for and on behalf of the respective
corporations and to bind such corporations.
WHEREFORE, the parties have executed this Agreement at New York City on the date
and year first above written.
[SUBDISTRIBUTOR] 4 CLEAN WATERS LTD.
By: By:
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Title: Title:
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