EXHIBIT 10.8
CHRISTIE
ELECTRIC CORP.
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CHRISTIE ELECTRIC CORP.
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DISTRIBUTOR AGREEMENT
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(WITH EXCLUSIVE AREA)
TABLE OF CONTENTS
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Page
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1 APPOINTMENT . . . . . . . . . . . . 1
1.1 Territorial Exclusions. . . . . . . 1
1.2 Exclusivity . . . . . . . . . . . . 1
1.3 Changes to Territory. . . . . . . . 2
2 OBLIGATIONS OF MANUFACTURER . . . . 2
2.1 Manufacture of Products . . . . . . 2
2.2 Training. . . . . . . . . . . . . . 2
2.3 Documentation . . . . . . . . . . . 2
2.4 Product Warranty. . . . . . . . . . 2
2.4.1 Warranty Remedies . . . . . . . . . 2
2.4.2 Limitations . . . . . . . . . . . . 3
3 OBLIGATIONS OF DISTRIBUTOR. . . . . 3
3.1 Generally . . . . . . . . . . . . . 3
3.2 Conduct of Business and Expenses. . 3
3.3 Sales Outside Territory . . . . . . 4
3.4 Product Purchase Requirements . . . 4
3.5 Minimum Stocking Requirements . . . 4
3.6 Warranty Service; Repair and Rework 4
3.7 Training. . . . . . . . . . . . . . 5
3.8 Reporting Requirements. . . . . . . 5
3.8.1 General Reporting . . . . . . . . . 5
3.8.2 Annual Reports. . . . . . . . . . . 5
3.8.3 Quarterly Reports . . . . . . . . . 5
3.9 Inspection. . . . . . . . . . . . . 5
3.10 Indemnification . . . . . . . . . . 5
3.11 Insurance . . . . . . . . . . . . . 6
4 ORDERING AND SHIPMENT OF PRODUCTS . 6
4.1 Purchase Orders . . . . . . . . . . 6
4.2 Price of Products . . . . . . . . . 6
4.3 Terms and Conditions. . . . . . . . 6
4.4 Payment Requirements. . . . . . . . 7
4.5 Delivery; Risk of Loss. . . . . . . 7
4.6 Nonconforming Shipments . . . . . . 7
4.7 Rebates . . . . . . . . . . . . . . 7
5 INTELLECTUAL PROPERTY MATTERS . . . 7
5.1 Trademarks. . . . . . . . . . . . . 7
5.1.1 Use . . . . . . . . . . . . . . . . 7
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5.1.2 Approval of Representation. . . . . . . . . 8
5.1.3 Trademarks on Products. . . . . . . . . . . 8
5.2 Proprietary Information . . . . . . . . . . 8
5.3 Conflicts of Interest; Competitive Products 8
5.4 Infringement. . . . . . . . . . . . . . . . 8
6 TERM AND TERMINATION. . . . . . . . . . . . 9
6.1 Term. . . . . . . . . . . . . . . . . . . . 9
6.2 Termination Without Cause . . . . . . . . . 9
6.3 Termination for Cause . . . . . . . . . . . 9
6.4 Consequences of Termination . . . . . . . . 9
6.5 No Liability. . . . . . . . . . . . . . . . 9
7 MISCELLANEOUS . . . . . . . . . . . . . . . 10
7.1 Relationship of Parties . . . . . . . . . . 10
7.2 Foreign Corrupt Practices . . . . . . . . . 10
7.4 Notices . . . . . . . . . . . . . . . . . . 10
7.5 Time. . . . . . . . . . . . . . . . . . . . 11
7.6 Force Majeure . . . . . . . . . . . . . . . 11
7.7 Waiver. . . . . . . . . . . . . . . . . . . 11
7.8 Assignment. . . . . . . . . . . . . . . . . 11
7.9 Successors. . . . . . . . . . . . . . . . . 11
7.10 Applicable Law; Severability. . . . . . . . 11
7.11 Controversy . . . . . . . . . . . . . . . . 12
7.11.1 Exclusivity . . . . . . . . . . . . . . . . 12
7.11.2 Decision by Arbitrators . . . . . . . . . . 12
7.11.3 Costs and Expenses. . . . . . . . . . . . . 12
7.11.4 Judicial Action . . . . . . . . . . . . . . 12
7.12 Entire Agreement. . . . . . . . . . . . . . 12
7.13 Counterparts. . . . . . . . . . . . . . . . 12
LIST OF EXHIBITS
EXHIBIT A - PRODUCTS
EXHIBIT B - MARKETS AND EXCLUSIVE AREA
EXHIBIT C - EXCLUDED COUNTRIES
EXHIBIT C-1 - DISTRIBUTOR/REPRESENTATIVES WITH EXCLUSIVE TERRITORIES
EXHIBIT C-2 - EXCLUSIVE TERRITORIES
EXHIBIT D - MINIMUM PURCHASE AND STOCKING REQUIREMENTS
EXHIBIT E - PRODUCT PRICES
EXHIBIT F - DISCOUNTS
EXHIBIT G - REBATE TERMS AND CONDITIONS
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DISTRIBUTOR AGREEMENT
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(WITH EXCLUSIVE AREA)
This DISTRIBUTOR AGREEMENT (this "AGREEMENT") is made and entered into
as of this first day of January, 1998, by and between CHRISTIE ELECTRIC CORP., a
California corporation ("MANUFACTURER"), and ENERTEC, a ("DISTRIBUTOR").
R E C I T A L S:
A. Manufacturer is engaged in the business of manufacturing and
selling, among other things, those certain products including battery
chargers/analyzers, power supplies and accessories, all as more particularly
described in Exhibit A attached hereto (collectively, the "PRODUCTS").
B. Distributor possesses technical experience and a marketing
organization for the promotion, sale and service of the Products in the
geographic region described herein.
C. Manufacturer desires to utilize Distributor's expertise and
experience and to appoint Distributor as its distributor of the Products, and
Distributor desires to accept such distributorship, for the consideration and on
the terms and conditions hereinafter set forth.
NOW, THEREFORE, the parties hereto do hereby agree as follows:
1. APPOINTMENT. Subject to the remaining provisions of this Agreement,
Manufacturer hereby appoints Distributor as its authorized distributor of the
Products for the markets identified in Exhibit B hereto (the "MARKETS") within
the territory (collectively, the "TERRITORY") consisting of (a) the entire world
with the exception of the geographical areas and markets described in Section
1.1 below (the "NON-EXCLUSIVE AREA") and (b) the geographical areas identified
in Exhibit B attached hereto (the "EXCLUSIVE AREA"), and Distributor hereby
accepts such appointment, on the basis of each and all of the covenants,
agreements, terms and conditions of this Agreement.
1.1 Territorial Exclusions. Manufacturer reserves to itself the
exclusive right to market and sell the Products in or to the geographical areas
described in Exhibit C attached hereto (the "EXCLUDED COUNTRIES") and to the
United States, or any agency or instrumentality thereof or any contractor or
subcontractor with respect to a project of any of the foregoing (collectively,
the "US GOVERNMENT"), and to appoint distributors or representatives to do so.
Distributor acknowledges and agrees that the Excluded Countries and the US
Government shall be deemed excluded from the definition of "Territory" hereunder
and that Distributor shall not be entitled to any commission, discount or any
other compensation on account of any Product sales in or with respect to any of
the Excluded Countries or the US Government.
1.2 Exclusivity. Distributor acknowledges that its appointment
under Section 1 hereof is exclusive with respect to the Exclusive Area and
non-exclusive with respect to the Non-Exclusive Area. Accordingly, except as
provided in this Section 1, Manufacturer agrees that during the term of this
Agreement, (a) Manufacturer will not directly or indirectly distribute or sell
any of the Products in, for shipment to or (to the best of its ability) for
resale at wholesale in the Exclusive Area, (b) Manufacturer will not appoint any
other distributor or sales representative to do so and (c) Manufacturer will
refer exclusively to Distributor all orders for Products received by
Manufacturer from any customer within the Exclusive Area. Notwithstanding the
foregoing, if Distributor fails to perform its obligations under Section 3.4
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hereof, then, in addition to any other rights or remedies provided hereunder, at
law or in equity, Manufacturer may declare Distributor's appointment under
Section 1 hereof to be non-exclusive. In such event, Manufacturer may appoint
other persons to be non-exclusive distributors within the Exclusive Area on
terms no more favorable than those contained herein, and shall also have the
right itself to distribute and sell the Products in the Exclusive Area.
1.3 Changes to Territory. Manufacture reserves the right, from
time to time upon one hundred twenty (120) days' notice to Distributor, to
modify the Territory, including the right to amend Exhibit C to exclude
additional geographic regions, all as Manufacturer may, in the exercise of its
sole discretion, deem appropriate.
2. OBLIGATIONS OF MANUFACTURER
2.1 Manufacture of Products. Manufacturer shall use reasonable
efforts to maintain the necessary manufacturing capability to fill all orders
for Products received from Distributor and accepted pursuant to the provisions
of this Agreement. In the event of a Product shortage for any reason,
Manufacturer shall have the right to allocate or apportion available Products
among its customers as Manufacturer, in the exercise of its discretion, deems
appropriate, without incurring any liability to Distributor. Manufacturer
reserves the right to add to, modify, alter, improve or change the manufacture
or sale of any or all of the Products upon thirty (30) days' prior notice to
Distributor and to discontinue the manufacture or sale of any or all of the
Products upon one hundred twenty (120) days' prior notice to Distributor.
2.2 Training. Manufacturer shall make available on a quarterly
basis, a tuition free sales and technical product training and instruction
session in English for Distributor's employees at Manufacturer's facility and
scheduled at least thirty (30) days in advance. Distributor shall bear all
expenses, including without limitation transportation, food and lodging
expenses, incurred by Distributor's employees during the training period.
2.3 Documentation. Manufacturer shall furnish Distributor with
such quantities of English language service manuals, user manuals, catalogs,
drawings, specifications, technical information, promotional material and other
information and literature as Manufacturer in its discretion shall deem
appropriate to assist Distributor in the effective distribution, marketing and
sale of Products within the Territory.
2.4 Product Warranty. Manufacturer warrants that the Products
delivered to Distributor hereunder shall be free from defects in material and
workmanship under normal use and service and shall conform to Manufacturer's
published specifications, for a period of eighteen (18) months from the date of
shipment to Distributor.
2.4.1 Warranty Remedies. Distributor's exclusive remedy
under the warranty provided by this Section 2.4 shall be to obtain the repair or
replacement, at Manufacturer's discretion and in accordance with the provisions
of this Section 2.4.1, of any Product which does not conform to such warranty.
Distributor shall provide prompt written notice to Manufacturer stating the
nature and date of the defect and serial number and date code of the subject
Product, and shall comply with such additional procedural requirements as
Manufacturer shall prescribe from time to time. In response to any such notice,
Manufacturer shall (a) reimburse Distributor for parts necessary to repair any
Product determined by Manufacturer to be defective (or supply such parts to
Distributor, free of charge), if repairable by Distributor, or (b) provide
Distributor with a return authorization number, pursuant to Manufacturer's
return sales policy, if Distributor is not capable of repairing any such
defective Product. Distributor shall bear all shipping, customs and clearance
charges incurred in returning any defective or non-conforming Products or parts
to Manufacturer should Manufacturer request their return. Manufacturer shall
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bear all shipping, customs and clearance charges incurred in shipping to
Distributor the repaired or replacement parts or Products, and shall reimburse
Distributor for all shipping, customs and clearance charges incurred by
Distributor in returning to Manufacturer any Products determined by Manufacturer
to be defective. Repair or replacement of defective parts or Products returned
after the warranty period specified above shall be charged to Distributor at
Manufacturer's then-current prices, and Distributor shall pay all shipping,
customs and clearance charges arising from any shipment of such replacement
parts or Products.
2.4.2 Limitations. EXCEPT AS EXPRESSLY STATED HEREIN, THERE
ARE NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE,
PERTAINING TO THE PRODUCTS SOLD UNDER THIS AGREEMENT. MANUFACTURER DISCLAIMS
ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN
NO EVENT SHALL MANUFACTURER BE LIABLE TO DISTRIBUTOR, IT AGENTS,
REPRESENTATIVES, EMPLOYEES, CUSTOMERS OR ANY OTHER THIRD PARTY, FOR ANY
INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT
LIMITATION LOSS OF USE, LOSS OF REVENUE OR LOSS OF PROFIT, IN CONNECTION WITH OR
ARISING OUT OF THIS AGREEMENT OR THE EXISTENCE, FURNISHING OR FUNCTIONING OF ANY
ITEM OR SERVICES PROVIDED FOR IN THIS AGREEMENT OR FROM ANY OTHER CAUSE,
INCLUDING WITHOUT LIMITATION CLAIMS BY THIRD PARTIES, EVEN IF MANUFACTURER HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MANUFACTURER'S SOLE LIABILITY
OF ANY KIND, WHETHER ON WARRANTY, CONTRACT OR NEGLIGENCE GROUNDS, WITH RESPECT
TO THE PRODUCTS FURNISHED UNDER THIS AGREEMENT SHALL BE LIMITED TO THE REPAIR OR
REPLACEMENT OF ANY DEFECTIVE PARTS; PROVIDED, HOWEVER, THAT (A) MANUFACTURER'S
WARRANTY SHALL NOT EXTEND TO ALTERED EQUIPMENT OR CONSUMABLE PARTS AND (B)
MANUFACTURER SHALL BE UNDER NO OBLIGATION TO MAKE REPAIRS OR PROVIDE
REPLACEMENTS NECESSITATED IN WHOLE OR IN PART BY CATASTROPHE, FAULT OR
NEGLIGENCE OF THE USER OR ANY THIRD PARTY, IMPROPER OR UNAUTHORIZED INSTALLATION
OR USE OF PRODUCTS, USE OF PRODUCTS IN A MANNER FOR WHICH THEY WERE NOT DESIGNED
OR INTENDED OR BY CAUSES EXTERNAL TO THE SUBJECT PRODUCT, INCLUDING WITHOUT
LIMITATION SHIPPING DAMAGE OR POWER FAILURE.
3. OBLIGATIONS OF DISTRIBUTOR
3.1 Generally. Distributor shall at all times at its own cost and
expense use its best efforts and all due diligence energetically and
aggressively to develop the Exclusive Area, to promote the sale of the Products
therein and to enhance the reputation and goodwill associated with the Products.
In connection therewith, Distributor shall maintain facilities suitable for
performance of all its obligations hereunder; shall provide aggressive,
dedicated, continuous representation within the Exclusive Area by means of
actual sales personnel contact with existing and prospective customers of the
Products in the Exclusive Area; shall hire and maintain a sales staff (or
contract with sales representatives) sufficient in number, qualifications and
training to aggressively promote and market the Products in the Exclusive Area;
shall actively promote the Products in advertising, direct mail and trade shows,
in each case in, and directed to customers in, the Exclusive Area; and shall
promptly follow up on all leads provided by Manufacturer with respect to
customers in the Exclusive Area, providing Manufacturer with copies of all
relevant communications.
3.2 Conduct of Business and Expenses. Distributor shall conduct
its business consistent with the provisions of this Agreement and all applicable
laws which may in any way relate to the importation, sale or distribution of the
Products in the Territory. Distributor shall maintain in effect at all times
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the necessary registrations with any and all governmental agencies, commercial
registries, xxxxxxxx of commerce and other offices which may be required under
local law in order to conduct commercial business in the Territory. Distributor
shall be responsible for all expenses incurred in connection with the operation
of its business and its activities hereunder, including without limitation all
expenses for appropriate and customary advertising, promotional items and trade
shows, and all communication, travel and accommodations; and shall be
responsible for all acts, omissions and expenses of its officers, agents,
employees and representatives.
3.3 Sales Outside Territory. In no event shall Distributor
directly or indirectly distribute or sell any of the Products in or to, or for
shipment to or (to the best of its ability) for resale in, the Excluded
Countries or the US Government, or otherwise outside the Territory or the
Markets, in each case, without either the prior written consent of Manufacturer
or, in the case of sales to customers in an Excluded Country, a written
agreement providing adequate compensation for the sales representative or
distributor for such Excluded Country (as listed in Exhibit C hereto). Without
limiting the applicability of the foregoing, in the event Distributor directly
or indirectly sells any Products to the US Government or to a customer in any
Excluded Country without the prior written consent of Manufacturer (or
alternatively, in the case of sales to customers in an Excluded Country, a
written agreement with the respective sales representative or distributor),
then, in addition to any remedies available to Manufacturer at law or in equity
(a) the sale of such Products will not count toward Distributor's Rebate (as
defined in Section 4.7 hereof); (b) Manufacturer may, at its option, either (i)
refuse to supply any such Products to Distributor or (ii) (A) in the case of
sales to the US Government, charge Distributor a 25% surcharge on such Products
(based on Net Purchase Price), (B) in the case of sales to a customer in an
Excluded Country with a sales representative (as indicated in Exhibit C),
require Distributor to pay to Manufacturer the full commission payable to the
relevant sales representative for such Excluded Country, as invoiced by
Manufacturer to Distributor and to be paid by Manufacturer directly to such
sales representative, and (C) in the case of sales to a customer in an Excluded
Country with a distributor (as indicated in Exhibit C), require Distributor to
pay to Manufacturer a 25% surcharge on such Products (based on Net Purchase
Price), as invoiced by Manufacturer to Distributor and to be paid by
Manufacturer directly to the distributor for such Excluded Country; and (c)
Manufacturer may, at its option, terminate this Agreement on 10 days' notice
under Section 6.2 hereof. Distributor acknowledges and agrees that the
provisions of this Section 3.3, including the payment of the amounts described
in clause (ii) above, are reasonable and necessary to maintain an orderly system
of product distribution and to adequately compensate Manufacturer or the
respective sales representatives or distributors, as the case may be, for
marketing efforts and aftermarket support and service attributable to such sale.
3.4 Product Purchase Requirements. Distributor shall order and
purchase from Manufacturer no less than the quantities of Products set forth in
Exhibit D attached hereto and such additional quantities of Products as
Manufacturer may reasonably prescribe for periods following the first year of
the term of this Agreement. Distributor acknowledges that failure to satisfy
such minimum purchase requirements shall constitute cause for termination of
this Agreement in accordance with the provisions of Section 6.2 hereof.
3.5 Minimum Stocking Requirements. Distributor agrees, during the
continuance of this Agreement, to maintain a sufficient stocking level of the
Products to fulfill adequately the requirements of all customers and prospective
customers in the Territory. Distributor specifically agrees that it shall at
all times maintain the minimum inventory levels specified in Exhibit D hereto.
Distributor acknowledges that failure to satisfy such minimum inventory
requirements shall constitute cause for termination of this Agreement in
accordance with the provisions of Section 6.2 hereof.
3.6 Warranty Service; Repair and Rework. Distributor shall
maintain the facilities, spare parts and skilled personnel necessary to provide
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prompt repair and rework or warranty service for Products in the Exclusive Area.
Distributor shall notify Manufacturer of any warranty claims which may come to
Distributor's attention. Subject to the provisions of Section 2.4 hereof,
Distributor shall be solely responsible for any warranty with respect to the
Products made to Distributor's customers, and Distributor shall indemnify
Manufacturer for any losses or damages suffered by Manufacturer in connection
therewith. With respect to any warranty claims covered by Manufacturer's
warranty, Distributor shall fully comply with the requirements of Section 2.4
hereof and the additional procedural requirements from time to time prescribed
by Manufacturer, and Manufacturer shall have no obligation to recognize any such
claims unless the prescribed procedures are fully complied with by Distributor.
3.7 Training. Distributor shall, for each location from which it
will be performing warranty or repair services, at all times maintain a minimum
of one repair technician which has been certified by Manufacturer through a
training course offered pursuant to Section 2.2 hereof, such certification to be
effective for a period of three years from the granting thereof.
3.8 Reporting Requirements.
3.8.1 General Reporting. Upon request of Manufacturer,
Distributor shall furnish to Manufacturer accurate and complete written reports
regarding its inventory levels and its sales and promotional activities with
respect to the Products in the Territory. Distributor shall promptly report to
Manufacturer all suspected Product defects or safety problems and all end-user
complaints, and shall provide reports and supporting documentation with respect
to any warranty service performed by Distributor.
3.8.2 Annual Reports. Distributor shall furnish
Manufacturer, no later than the first (1st) day of December of each year during
the term of this Agreement, with (a) a current list of all products offered for
sale by Distributor, including copies of all catalogs or other sales materials,
(b) a current list of all sales representatives, dealers and other authorized
resellers of Distributor, including office addresses, (c) a written forecast of
Product sales and purchase requirements for the upcoming calendar year, in
sufficient detail (whenever possible) to show prospective customers, Product
models, expected order dates and probability of receiving orders, (d) a list of
showing customers designated by either Distributor or Manufacturer as target
accounts for the upcoming calendar year (the "TARGET ACCOUNTS") and an outline
of a marketing plan for pursuing such Target Accounts, and (e) such other
information as Manufacturer may request.
3.8.3 Quarterly Reports. Distributor shall furnish
Manufacturer, no later than the tenth (10th) day of each calendar quarter during
the term of this Agreement, with (a) a written report on all sales during the
preceding calendar quarter, grouped by country, with supporting documentation,
(b) progress report with respect to any contracts involving sales of over
$50,000 in the aggregate being pursued by Distributor, (c) an update on the
forecasts and Target Account information delivered pursuant to clauses (c) and
(d) of Section 3.8.2 above, including in the case of Target Accounts, the
customer name, Products presented and dates of presentations, (d) a written
report on current inventory levels for the Products, and (e) such other
information as Manufacturer may request.
3.9 Inspection. Distributor shall permit Manufacturer and such of
its agents, employees or representatives as it may designate to enter and
examine Distributor's facilities and places of business and to inspect its
inventories, service records and other relevant documents related to the
Products at any reasonable time.
3.10 Indemnification. Distributor shall indemnify, defend and
hold harmless Manufacturer and Manufacturer's officers, directors, shareholders,
affiliates, agents, representatives, employees, successors and assigns
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(collectively, the "RELATED PERSONS") from and against any and all liabilities,
losses, damages, injuries, costs, expenses, causes of action, claims, suits,
demands, legal proceedings, assessments and similar matters, including without
limitation attorneys' fees, resulting from or arising out of (a) the failure of
Distributor to fully and completely perform and comply with its obligations
hereunder, (b) any use of the Products in combination with other products or
components not furnished by Manufacturer or (c) any act or omission of
Distributor or any of Distributor's Related Persons. Manufacturer shall have
the right, in its sole discretion, to offset against any amounts due and payable
to Distributor, any amounts due and payable to Manufacturer pursuant to this
Section. In the event that any cause of action, claim, suit or other legal
proceeding is brought against Distributor in connection with any of the
Products, or the sale or use thereof, Distributor shall promptly notify
Manufacturer thereof, Manufacturer may elect to defend such matter by counsel
selected by Manufacturer and, in the event of such defense, Distributor shall
fully cooperate with Manufacturer and its counsel.
3.11 Insurance. Distributor shall obtain and maintain a policy of
comprehensive business liability insurance, including without limitation public
liability and property damage insurance, issued by an insurer and with limits of
liability reasonably acceptable to Manufacturer. Such policy shall name
Manufacturer as an additional insured and shall be cancelable only after thirty
(30) days' written notice to Manufacturer. Distributor shall from time to time
furnish Manufacturer with a certificate of insurance evidencing such insurance.
4. ORDERING AND SHIPMENT OF PRODUCTS
4.1 Purchase Orders. Each order by Distributor for shipment of
Products shall be by firm purchase order in writing, with telexed or facsimile
purchase orders confirmed within one (1) week, specifying (a) the Products
ordered by Distributor, (b) the quantity of each Product to be purchased, (c)
the Net Purchase Price of the Products ordered, (d) requested delivery dates,
and (e) shipping instructions. Manufacturer may, at its option, accept any such
purchase order in whole or in part by written acknowledgment of purchase order
to Distributor or by actual delivery in accordance with the purchase order.
4.2 Price of Products. The purchase price to be paid by
Distributor for each type of Product, including all packaging and shipping
materials (the "NET PURCHASE PRICE"), shall be calculated based on the general
Product prices specified in Exhibit E attached hereto less any applicable
discounts specified in Exhibit F attached hereto, as such Exhibits may be
amended from time to time. Such prices and discounts may be adjusted by
Manufacturer upon sixty (60) days' prior written notice to Distributor and shall
be applicable to new purchase orders from Distributor received by Manufacturer
after such date. All Product prices shall be exclusive of any applicable
customs charges and duties; sales, use, privilege, excise and similar taxes; and
transportation, rigging, drayage, handling charges, insurance costs and other
expenses associated with the delivery of the items ordered to the destination
specified by Distributor.
4.3 Terms and Conditions. All Products purchased by Distributor
shall be sold F.O.B. Manufacturer's facility and shall be subject to such
additional terms and conditions of sale as shall be specified on the individual
acknowledgment form or invoice form issued by Manufacturer in response to any
order from Distributor. In the event of conflict between the terms of such
individual acknowledgment form or invoice and the terms of this Agreement, the
terms of this Agreement shall govern. Any other terms and conditions, including
without limitation standard printed terms and conditions appearing on
Distributor's purchase order form, shall be wholly inapplicable to this
Agreement and to the individual orders hereunder.
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4.4 Payment Requirements. Payment of the net invoice price for
all Products purchased by Distributor shall be received by Manufacturer within
forty-five (45) days after Manufacturer transfers finished goods to
Distributor's designated carrier or freight forwarder. Each such payment shall
be made in United States currency by bank transfer to such bank account as
Manufacturer may from time to time designate in writing, and shall be
accompanied by a remittance advice identifying the specific items paid. In the
event that Distributor fails to pay Manufacturer in a timely manner as required
by this Section 4.4, any unpaid balance shall be subject to a late charge at the
rate of two percent (2%) per month for each month or portion thereof during
which such payment is overdue or, if lower, the highest rate then permitted by
applicable law. In addition, Manufacturer may, at its option, suspend all
shipments to Distributor (including stoppage in transit), may require that
future shipments be paid for in advance or may make any other credit
arrangements satisfactory to Manufacturer in its sole discretion.
Manufacturer's rights pursuant to this Section 4.4 shall be cumulative and
without prejudice to Manufacturer's right to declare Distributor in default
under this Agreement by reason of such delinquency, and Manufacturer shall have
the right to avail itself of any and all other remedies to which it may be
entitled hereunder, at law or in equity.
4.5 Delivery; Risk of Loss. Delivery of any order hereunder shall
be deemed to occur upon Manufacturer's transfer of the Products to the carrier
or freight forwarder for shipment to Distributor. Title to and risk of loss of
all Products sold hereunder shall pass to Distributor upon such delivery, and
the risks of loss, damage or delay in transit shall be solely the responsibility
and risk of Distributor. All claims for breakage and damage should be made to
the carrier, but Manufacturer will render all reasonable assistance in securing
satisfactory adjustment of such claims.
4.6 Nonconforming Shipments. Manufacturer shall have no liability
for any shortage or other discrepancy in any shipment of Products hereunder
unless Distributor sends Manufacturer notice, within fifteen (15) days after
actual receipt of the shipment at Distributor's facility, that the shortage or
discrepancy existed when the shipment was received. In the event a shipment is
nonconforming by reason of any defect in a Product contained in such shipment
and the defect cannot reasonably be corrected by Distributor, Distributor shall
so inform Manufacturer within such fifteen (15) day period, and Manufacturer
shall undertake corrective action at its expense, unless the defect resulted
from transit damage, damage following delivery or installation of the Products
or Distributor's fault.
4.7 Rebates. At the end of each calendar year during the term of
this Agreement, Manufacturer shall provide to Distributor an annual rebate (the
"REBATE") calculated pursuant to the rebate terms and conditions in Exhibit G
hereto, as such terms and conditions may be amended by Manufacturer in its sole
discretion for any calendar year upon thirty (30) days' written notice to
Distributor prior to the start of such calendar year.
5. INTELLECTUAL PROPERTY MATTERS
5.1 Trademarks. During the term of this Agreement, Manufacturer
grants to Distributor the right to use the trademarks and trade names that
Manufacturer may prescribe from time to time ("MANUFACTURER'S TRADEMARKS") only
for the purpose of sales or sales promotion of the Products.
5.1.1 Use. During the term of this Agreement, Distributor
shall have the right to indicate to the public that it is an authorized
distributor of Manufacturer's Products and to advertise (within the Territory)
such Products under Manufacturer's Trademarks. Nothing herein shall grant
Distributor any right, title or interest in Manufacturer's Trademarks. At no
time during or after the term of this Agreement shall Distributor challenge or
assist others to challenge Manufacturer's Trademarks or the registration thereof
or attempt or assist to attempt to register any trademarks, marks or trade names
confusingly similar to those of Manufacturer.
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5.1.2 Approval of Representation. Unless they be exact
copies, representations of Manufacturer's Trademarks that Distributor intends to
use shall first be submitted to Manufacturer for approval (which shall not be
unreasonably withheld) of design, color, and other details.
5.1.3 Trademarks on Products. Distributor shall market and
sell the Products without removing, adding to, or altering any labels, trade
names, trademarks, notices, labels, serial numbers or other identifying marks,
symbols or legends affixed to any of the Products or their containers or
packages, without the prior written consent of Manufacturer, which consent may
be withheld in Manufacturer's sole discretion.
5.2 Proprietary Information. Distributor hereby acknowledges that
certain of the information provided to Distributor by Manufacturer hereunder,
including without limitation any software incorporated therein, Product
drawings, specifications, technical information, customer contacts or lists and
other information and literature, constitutes proprietary and confidential trade
secret information of Manufacturer. Distributor shall not disclose any such
trade secrets, directly or indirectly, or use them in any way, either during the
term of this Agreement or at any time thereafter, without the prior written
consent of Manufacturer. Any and all such trade secrets shall remain the sole
and exclusive property of Manufacturer and shall be returned to Manufacturer
immediately upon expiration or termination of this Agreement for any reason.
5.3 Conflicts of Interest; Competitive Products. To avoid any
conflict between its other business activities and its obligations to
Manufacturer hereunder, Distributor shall not, during the term of this
Agreement, without the prior written consent of Manufacturer, (a) solicit the
sale of, promote the sale of, sell, exhibit for sale, distribute or manufacture
any product competitive with or of like nature to any of the Products, (b) act
as distributor, representative, agent, dealer or in any other capacity on behalf
of the manufacturer, importer or distributor of any such competitive or similar
product, (c) do any act to impair, prejudice or destroy the goodwill of
Manufacturer or the relationship or dealing between Manufacturer and any
customer or between Manufacturer and any of its employees or (d) assist any
other person, firm or corporation in any such acts.
5.4 Infringement. Manufacturer represents and warrants that all
Products shall be free from claims of patent, copyright and trademark
infringement under the laws of the United States or any of its states and shall
indemnify and hold harmless Distributor from and against all required payments
of compensation, settlement and royalties to any third party arising in
connection with any suit, action or other proceeding against Distributor based
on any claim of infringement of such laws. In the event of any suit, action or
other proceeding against Distributor involving any claim of infringement based
upon Distributor's sale of the Products, whether based on laws of the United
States or any other country, Distributor shall promptly send Manufacturer copies
of all papers served in such suit, action or other proceeding. At its option,
Manufacturer may, at its sole cost and expense, defend all claims of
infringement in any such suit, action or other proceeding. Distributor shall
provide testimony and other evidence in any such suit, action or other
proceeding, and shall otherwise cooperate with Manufacturer in any way necessary
or desirable in order to permit Manufacturer successfully to defend such suit,
action or other proceeding.
-8-
E-59
6. TERM AND TERMINATION
6.1 Term. Subject to the remaining provisions of this Section 6,
the term of this Agreement shall commence on the date hereof, shall continue in
effect until December 31, 1998, and shall continue thereafter for successive
periods of one (1) calendar year each unless either party provides notice to the
other party at least sixty (60) days prior to the expiration of the then current
term of its election not to continue this Agreement upon expiration of such
current term.
6.2 Termination Without Cause. Ether party may terminate this
Agreement in its entirety or with respect to any of the Products covered hereby
at any time, without cause on a minimum of sixty (60) days' prior written notice
from one party to the other.
6.3 Termination for Cause. Manufacturer may terminate this
Agreement effective immediately upon delivery of notice to Distributor in the
event of the occurrence of any of the following: (a) Distributor's failure to
perform or observe any material provision of this Agreement within thirty (30)
days (ten (10) days in the case of a breach of Section 3.3) after receipt of
written notice of default; (b) Distributor becomes bankrupt or insolvent or any
agreement or court proceeding is initiated relating to Distributor's financial
instability; (c) failure to maintain Distributor's account on a current basis
and in accordance with Manufacturer's terms and conditions of sale; (d) failure
by Distributor, within five (5) days following notification by Manufacturer, to
replace with cash or a cashier's check, any check provided to Manufacturer by or
on behalf of Distributor which has been returned from the bank on which the
check was drawn without payment to Manufacturer; (e) conviction in any court of
competent jurisdiction of Distributor or any principal officer or manager of
Distributor, of any crime tending to affect adversely the ownership, operation,
management, business or interest of Distributor or Manufacturer; (f) failure of
Distributor to obtain or maintain any license or approval required by law; or
(g) any dispute, disagreement or controversy between or among partners,
managers, officers or shareholders of Distributor which, in the opinion of
Manufacturer, adversely affects the operation, management or business of
Distributor and is not resolved within thirty (30) days after notice is given to
Distributor by Manufacturer.
6.4 Consequences of Termination. Upon the expiration or
termination of this Agreement for any reason, (a) all sums which either party
then owes to the other hereunder shall become immediately due and payable, (b)
all remaining obligations of Manufacturer to make deliveries and sales hereunder
shall immediately cease, (c) Distributor shall immediately discontinue any use
of Manufacturer's Trademarks and any related marks or names, and shall cease to
hold itself out as an authorized distributor of Manufacturer, (d) Distributor
shall immediately return to Manufacturer all catalogs, drawings, specifications,
technical information, promotional material and other information and literature
concerning the Products as have previously been furnished to Distributor by
Manufacturer, (e) Manufacturer may, at its option (i) require Distributor to
immediately return to Manufacturer all Products, regardless of age or condition,
then on hand and not subject to existing customer orders, subject to an
obligation by Manufacturer to repurchase all new, unused and undamaged Products
of current manufacture returned in their original containers at the purchase
price paid by Distributor and all other returned Products of current manufacture
at an amount equal to seventy percent (70%) of the price at which such Products
were last offered to Distributor by Manufacturer or (ii) allow Distributor to
continue selling such Products on hand for six (6) months after the date of
termination and (g) the provisions of Sections 5.2 and 7.11 hereof shall survive
and Distributor shall continue to perform and observe such provisions as if such
termination had not occurred.
6.5 No Liability. Manufacturer shall not be liable by reason of
the termination, expiration or nonrenewal of this Agreement to Distributor for
compensation, reimbursement or damages on account of any loss of prospective
profits on anticipated sales or on account of expenditures, investment, leases,
-9-
E-60
or other commitments relating to the business or goodwill of Distributor.
Distributor agrees to indemnify Manufacturer from all claims of its agents,
employees or representatives for similar compensation, reimbursement or damages.
7. MISCELLANEOUS
7.1 Relationship of Parties. Manufacturer and Distributor each
hereby acknowledges that it is an independent entity and is not subject to the
control of the other party hereto in any manner except as specifically provided
in this Agreement. Nothing herein shall be construed to make the parties hereto
partners or joint venturers, or to render either party liable for any of the
debts or obligations of the other party hereto.
7.2 Foreign Corrupt Practices. Distributor represents that it has
read and is familiar with the Foreign Corrupt Practices Act of 1977 and will
comply with said act and is aware of the sensitive nature of international
military contracting and the types of impropriety which have received widespread
publicity concerning some such contracts. Distributor will at all times conduct
the work under this Agreement so as to strictly abide by the laws of the United
States and the customer's country, and will at all times avoid any situation
which would cause any representative or agent of the government to appear to
have a conflict of interest. Distributor will not share any commission or fee
paid hereunder with any third party or parties other than Distributor's
designated in-country representative(s).
7.3 Export Regulation Requirements. Distributor understands that
the United States Law requires Manufacturer to report certain information to the
United States Government concerning payments made in connection with foreign
sales of defense articles or services. Distributor agrees to give a written
statement disclosing all political contributions, fees, or commissions in
respect to such sales.
A "political contribution" includes any loan, gift, donation, or other
payment offered directly or indirectly whether in cash or in kind, value
$1,000.00 or more to or for the benefit of any candidate, committee, political
party, political faction or government or employee or office or official thereof
to secure the conclusion of a sale. (This does not include charges required to
be paid by applicable law.)
A "fee or commission" includes any loan, gift, donation, or other
payment valued at $1,000.00 or more offered directly or indirectly in cash or in
kind to secure a sale.
These requirements are explained in detail in title 22, Chapter 1,
Sub-chapter in Part 130 of the U.S. Code of Federal regulations. Distributor
agrees to comply and assist Manufacturer in complying with the U.S. Law. The
inclusion of the provision in the Agreement should not be construed as approval
of any such expenditures and they have been specifically forbidden under Article
19. This provision will survive any termination of the Agreement.
7.4 Notices. Any and all notices and communications hereunder
shall be in writing and shall be deemed to have been duly given when delivered
personally, at the time of receipt if by telegram, telex, facsimile or similar
means of communication, or seven (7) days after mailing when deposited in the
United States or Territory mail, first class postage prepaid, addressed to the
parties at the addresses set forth immediately following the signatures of the
parties hereto or to such other addresses as either of the parties hereto may
from time to time in writing designate to the other party hereto.
-10-
E-61
7.5 Time. Time is of the essence of this Agreement with respect
to each and every provision of this Agreement in which time is a factor.
7.6 Force Majeure. If either Manufacturer or Distributor shall be
unable, by reason of any event referred to herein as "force majeure," to carry
out its obligations under this Agreement, either wholly or in part, the party so
failing shall give notice and full particulars of such event or events in
writing to the other party as soon as possible after the occurrence of any such
event, and thereupon such obligation shall be suspended during the continuance
of such cause which, however, shall be remedied or removed with all possible
dispatch; and the obligations, terms and conditions of this Agreement shall be
extended for such period as may be reasonably necessary for the purpose of
making good any suspension so caused, provided that no claim for suspension
shall be made by either party when the period of suspension so caused shall be
less than ten (10) consecutive business days. The events referred to herein as
"force majeure" shall include fire, casualty, unavoidable accident, failure of
the usual sources of supply, strikes, labor conditions, lockouts, war, acts of
God, the enactment of any federal, state or municipal law or ordinance or the
issuance of any executive or judicial order, whether federal, state or
municipal, or of any other legally constituted authority, accidents to machinery
or any other cause not within the control of the party claiming relief from any
of the requirements of this Agreement and that, by the exercise of due
diligence, the party is unable to prevent or overcome. Mere inability to make
any payment of money required hereunder shall not constitute an event of "force
majeure."
7.7 Waiver. No delay or failure by either party to exercise any
right, power or remedy with regard to any breach or default by the other party
under this Agreement shall impair any such right, power or remedy and shall not
be construed to be a waiver of any breach or default of the same or any other
provision of this Agreement. Any waiver, permit, consent or approval of any
kind or character on the part of any party of or to any breach or default by the
other party shall be effective only if in writing and shall not be construed to
be a waiver, permit, consent or approval of or to any succeeding breach or
default or a waiver of any provision of this Agreement.
7.8 Assignment. This Agreement may not be assigned in whole or in
part by Distributor without the prior written consent of Manufacturer.
Notwithstanding the foregoing, Distributor may, upon Manufacturer's consent (not
to be unreasonably withheld), delegate and/or subcontract its rights and
obligations hereunder to any of its affiliates, provided (a) such delegation
and/or subcontracting shall not relieve Distributor from any of its obligations
hereunder, (b) each such affiliate agrees in writing to be bound by the terms of
this Agreement and (c) Distributor promptly notifies Manufacturer of such
delegation and/or subcontracting and provides Manufacturer with a copy of the
agreement executed by such affiliate. Manufacturer may, at its sole discretion,
refuse consent to any assignments to non-affiliates. For the purposes of this
Section, an "affiliate" of Distributor is any entity controlling, controlled by
or under common control with Distributor.
7.9 Successors. Subject to the provisions of Section 7.8 hereof,
the covenants, agreements, terms and conditions contained in this Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors and assigns.
7.10 Applicable Law; Severability. The existence, validity,
construction and operational effect of this Agreement, and the rights and
obligations hereunder of each of the parties hereto, shall be determined in
accordance with the laws of the State of California, provided that any provision
of this Agreement which may be prohibited by or otherwise held invalid under
such law shall be ineffective only to the extent of such prohibition or
invalidity and shall not invalidate or otherwise render ineffective any or all
of the remaining provisions of this Agreement. Both Manufacturer and
Distributor shall comply with the export control laws and regulations of the
United States, and neither Manufacturer not Distributor shall export or reexport
-11-
E-62
any Product in any manner contrary to the applicable export control laws or laws
and regulations of the United States or any country. Both parties hereby
confirm their intention to exclude application of the U.N. Convention on the
International Sale of Goods if such Convention would otherwise be applicable to
any transaction contemplated by this Agreement.
7.11 Controversy. Subject to the terms of this Section 7.11, all
controversies, claims and disputes arising in connection with this Agreement
shall be settled by mutual consultation between the parties in good faith as
promptly as possible, but failing an amicable settlement shall be settled
finally by arbitration conducted in Los Angeles, California in accordance with
the Commercial Arbitration Rules of the American Arbitration Association.
7.11.1 Exclusivity. The parties hereto hereby agree that,
with the exception of claims arising out of a breach of Sections 5.1 through
5.3, the arbitration procedure provided for herein shall be the sole and
exclusive method of resolving any and all of the aforesaid controversies, claims
or disputes.
7.11.2 Decision by Arbitrators. Manufacturer and Distributor
shall each select an arbitrator to resolve any dispute hereunder, and the two
arbitrators so selected shall select a third arbitrator. The three arbitrators
so selected shall make a final decision and award according to the terms and
provisions of this Agreement and applicable law. Said decision shall set forth
findings of fact and conclusions of law upon which the award is based. The
arbitrators may select counsel to provide advice in preparation of such findings
and conclusions, and on any point of law arising in the course of arbitration.
The decision of any two (2) arbitrators shall constitute a final decision and
award hereunder. Judgment upon the award may be entered in any court which has
jurisdiction over such matter in accordance with the provisions of Section
7.11.4 hereof.
7.11.3 Costs and Expenses. The costs and expenses of the
arbitration, including without limitation attorneys' fees, shall be borne by the
parties in the manner determined by the arbitrators.
7.11.4 Judicial Action. Legal action for (i) entry of
judgment upon any arbitration award or (ii) adjudication of any controversy,
claim or dispute arising from a breach or alleged breach of this Section 7.11 or
of Sections 5.1 through 5.3 may be heard or tried only in the courts of the
State of California or in the Federal District Court for the Central District of
California. Each of the parties hereby waives any defense of lack of in
personam jurisdiction of said courts and agrees that service of process of such
court may be made upon each of them by personal delivery or by mailing certified
or registered mail, return receipt requested, to the other party at the address
provided for in this Agreement. Both parties hereby submit to the jurisdiction
of the court so selected, to the exclusion of any other courts which may have
had jurisdiction apart from this Section 7.11, and agree that the prevailing
party shall be entitled to recover from the non-prevailing party reasonable
expenses, including without limitation reasonable attorneys' fees.
7.12 Entire Agreement. This Agreement sets forth the entire
agreement between the parties hereto, fully supersedes any and all prior
agreements or understandings between the parties hereto pertaining to the
subject matter hereof and no change in, modification of or addition, amendment
or supplement to this Agreement shall be valid unless set forth in writing and
signed and dated by both of the parties hereto subsequent to the execution of
this Agreement.
7.13 Counterparts. This Agreement may be executed in several
counterparts and any and all such executed counterparts shall constitute one (1)
Agreement binding on both Manufacturer and Distributor notwithstanding that both
are not signatories to the original or to the same counterpart.
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E-63
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
"MANUFACTURER"
CHRISTIE ELECTRIC CORP., a California corporation
By
Its: Sales & Marketing Manager
Address: 00000 Xxxxx Xxxxxxxx
Xxxxxxx, XX 00000
Fax: (000) 000-0000
Phone: (000) 000-0000
"DISTRIBUTOR"
ENERTEC
By
Its: C.E.O.
Address: 20 Harav Kook Str., Kiryat
Motzkin, Israel 26104
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E-64
EXHIBIT A
PRODUCTS/SERVICES
INCLUDED
--------
RF80-K
DataFX
R-400
CASP/2000
CASP/1200
CASP/1500
CASP/1100
POWER SUPPLIES
MAGAMPS*
RECTODYNES (EXC. R-400)*
PARTS
REPAIRS
RF80-H REFURBISHMENT
RF80-H "CLASSIC"
EXCLUDED
--------
Christie Battery System (CBS) Software and associated PCs, Bar Code
Reader/Printer Units.
* No stocking by Distributor. These units are only manufactured for a firm
order.
E-65
EXHIBIT B
TERRITORY
ENERTEC
1. Markets:
All
2. Exclusive Areas:
Israel
E-66
EXHIBIT C
EXCLUSIVE TERRITORIES
Assigned to:
Country Company Name City/State Country
---------------- ----------------- ----------------- -------------- -------------
Australia. . . . Avtronics Xxxx Xxxxxx Sydney Australia
Bahrain. . . . . Gulf Business Xxxxxx Xx Xxxxx Dubai U.E.A.
Brazil . . . . . Prodair Xxxxxxx Xxxxxxx Rio De Janeiro Brazil
Brunei . . . . . X. Xxxxxxxx Xxxxxx Xxxxxxxx Copenhagen Denmark
Canada, not B.C. Air Dynamics Xxxxx Xxxxxxxxx Quebec Canada
Canada, B.C. . . Advanced Pwr Prd Xxxxx Xxxxxxx Oregon U.S.A.
China. . . . . . Golden Pacific Xxxxxx Xxxx California U.S.A.
Columbia . . . . Co Com. Curacao Xxxxxx Xxxxxxx Bogota Colombia
Denmark. . . . . X. Xxxxxxxx Xxxxxx Xxxxxxxx Copenhagen Denmark
Egypt. . . . . . Gulf Business Xxxxxx Xx Xxxxx Dubai U.E.A.
Finland. . . . . X. Xxxxxxxx Xxxxxx Xxxxxxxx Copenhagen Denmark
India. . . . . . VXL Engineering S. K. De Faridabad India
Indonesia. . . . X. Xxxxxxxx Xxxxxx Xxxxxxxx Copenhagen Denmark
Israel . . . . . Enertec Xxxxx Xxxx Xxxxxxx Xxxxxx
Italy. . . . . . Gelbyson Rafaello Triboli Roma Italy
Japan. . . . . . UIC Corp. Xxxxxx Xxxxxxx California U.S.A.
Jordan . . . . . Gulf Business Xxxxxx Xx Xxxxx Dubai U.E.A.
Kuwait . . . . . Gulf Business Xxxxxx Xx Xxxxx Dubai U.E.A.
Malaysia . . . . X. Xxxxxxxx Xxxxxx Xxxxxxxx Copenhagen Denmark
Mexico . . . . . Gobal Comm. Xxxx Van Rathonyi Xxxxxxx Mexico
New Zealand. . . MacDonald Tech. Xxxx Xxxx Christchurch New Zealand
New Guinea . . . Avtronics Xxxx Xxxxxx Sydney Australia
Norway . . . . . X. Xxxxxxxx Xxxxxx Xxxxxxxx Copenhagen Denmark
Oman . . . . . . Gulf Business Xxxxxx Xx Xxxxx Dubai U.E.A.
Peru . . . . . . PCB Xxxxx Xxxxxxx Lima Peru
Qatar. . . . . . Gulf Business Xxxxxx Xx Xxxxx Dubai U.E.A.
Saudi Arabia . . Gulf Business Xxxxxx Xx Xxxxx Dubai U.E.A.
Singapore. . . . X. Xxxxxxxx Xxxxxx Xxxxxxxx Copenhagen Denmark
South Korea. . . Xx Xxx X. X. Xxx Seoul Korea
Sweden . . . . . X. Xxxxxxxx Xxxxxx Xxxxxxxx Copenhagen Denmark
Taiwan . . . . . Truth Instruments Xxxx Xx Taiwan Rep. of China
Thailand . . . . X. Xxxxxxxx Xxxxxx Xxxxxxxx Copenhagen Denmark
UAE. . . . . . . Gulf Business Xxxxxx Xx Xxxxx Dubai U.E.A.
United Kingdom . Xxxxxxxx Xxxx Xxxxxxxx Berkshire England
Yemen. . . . . . Gulf Business Xxxxxx Xx Xxxxx Dubai U.E.A.
E-67
EXHIBIT C-1
DISTRIBUTORS/REPRESENTATIVES WITH EXCLUSIVE TERRITORIES
COMPANY/ADDRESS CONTACT PHONE/FAX NUMBERS
AIR DYNAMICS. . . . . . . . . . . . Xxxxx Xxxxxxxxx Phone: 000-000-0000
19420 B. Xxxxx Xxxxxx Avenue. . . . Fax: 000-000-0000
Baie X'xxxx
Xxxxxx, Xxxxxx X0X 0X0
ADVANCED POWER PRODUCTS . . . . . . Xxxxx Xxxxxxx Phone: 000-000-0000
00000 X. X. Xxxxx Xxxx., Xxxxx 000. Fax: 000-000-0000
Xxxxxxxxx, XX 00000
AVTRONICS PTY LTD . . . . . . . . . Xxxx Xxxxxx Phone: 00-00-000-0000
00 Xxxxxxxxxxxx Xx. . . . . . . . . Fax: 00-00-000-0000
Gladesville, 0000 XXX
Xxxxxx, Xxxxxxxxx
XX XXX COMMERCIAL CORP. . . . . . . X.X. Xxx Phone: 00-0-000-0000
Rm. #1101, O-Sung Bldg., 13-5 . . . Fax: 00-0-000-0000
YBO Xxxxx-Xxxx, Xxxxxxxxxxx-Xx
XXXXX, XXXXX 000-000
COMPANY COMMERCIAL CURACAO. . . . . Eng. Xxxxxx Xxxxxxx Phone: 000-000-0000
Xxxxx 00 XX. 00-00. . . . . . . . . Fax: 000-000-0000
Santafe de Bogota, D.C. COLOMBIA
ENERTEC ELECTRONICS SYSTEMS . . . . Xxxxx Xxxx Phone: 000-00-000-000
20 Harav Kook Stre., Kiryat . . . . Fax: 000-00-000-000
Xxxxxxx, Xxxxxx 00000
GELBYSON S.R.L. . . . . . . . . . . Xxxxxxxx Xxxxxxxx Phone: 00-0-000-00000
Xxx Xxxxxxxx Xxxxxxxx, 00 . . . . . Fax: 00-0-000-0000
00000 Xxxx, Xxxxx
GLOBAL COMMUNICATIONS INTERNATIONAL Xxxx Van Rathonyi Phone: 000-000-0000
Sofocles 141, Xxxxxxx . . . . . . . Fax: 000-000-0000
Xxxxxx, XX 00000
GOLDEN PACIFIC ELECTRONICS. . . . . Xxxxxx Xxxx Phone: 000-000-0000
560 Melrose st. . . . . . . . . . . Fax: 000-000-0000
Xxxxxxxxx, XX 00000
E-68
EXHIBIT C-1 (CONT.)
DISTRIBUTORS/REPRESENTATIVES WITH EXCLUSIVE TERRITORIES
COMPANY/ADDRESS CONTACT PHONE/FAX NUMBERS
GULF BUSINESS FOUNDATION . . . . . . . Xxxxxx Xx Xxxxx Phone: 000-000-0000
Defense Road, Al Safa. . . . . . . . . Fax: 000-000-0000
POB 000
Xxxxx, X.X.X.
J. BACHMANN APS. . . . . . . . . . . . Xxxxxx Xxxxxxxx Phone: 00-000-00000
International House. . . . . . . . . . Fax: 00-000-00000
Xxxxx Xxxxxx, XX0000
Xxxxxxxxxx X., Xxxxxxx
MACDONALD TECHNOLOGIES . . . . . . . . Xxxx Xxxx Phone: 00-0-000-0000
POB 14234. . . . . . . . . . . . . . . Fax: 00-0-000-0000
Xxxxxxxxxxxx Xxxxxxx
Xxxxxxxxxxxx 0000, Xxx Xxxxxxx
XXXXXXXX AVIONICS & ACCESSORIES. . . . Xxxx Xxxxxxx Phone: 00-0000-000-000
Olive House, Xxxxxxx Business Center . Fax: 00-0000-000-000
Langley, Xxxxxx, Xxxxxxxxx
XX0 0XX, Xxxxxxx
PCB REPRESENTATIVES. . . . . . . . . . Xxxxx Xxxxxxx Phone: 00-0-000-0000
POB 27A-054, San Xxxxxx. . . . . . . . Fax: 00-0-000-0000
Xxxx 00, Xxxx
PRODAIR REPRESENTACOES LTDA. . . . . . Xxxxxxx Xxxxxxx Phone: 00-00-000-0000
Avenida Xxxxxxxxxx Xxxxx, 204-203. . . Fax: 00-00-000-0000
00000-000, Xxx xx Xxxxxxx-XX, Xxxxxx
TRUTH INSTRUMENTS CO. LTD. . . . . . . Xxxx Xx Phone: 000-0-000-0000
6 Fl, #000, Xxxxx-Xxxxx, X. Xxxx Xxx 0 Fax: 000-0-000-000-00
Taipei, Taiwan, ROC
UPSILON. . . . . . . . . . . . . . . . Xxxxxx Xxxxxxx Phone: 000-000-0000
000 Xxx Xxxx Xxxxxx, Xxxxx 0000. . . . Fax: 000-000-0000
Xxxxxxxx, XX 00000
VXL ENGINEERING. . . . . . . . . . . . S. K. De Phone: 00-000-000-000
00/0 Xxxxxxxxx Xx. . . . . . . . . . . Fax: 00-000-000-000
Xxxxxxxxx 000000, Xxxxx
E-69
EXHIBIT C-2
--------------------------------------
EXCLUSIVE TERRITORIES
Assigned to:
Country Company Name City/State Country
---------------- ----------------- ----------------- -------------- -------------
Canada, not B.C. Air Dynamics Xxxxx Xxxxxxxxx Quebec Canada
Canada, B.C. . . Adv. Power Prds. Xxxxx Xxxxxxx Oregon U.S.A.
Australia. . . . Avtronics Xxxx Xxxxxx Sydney Australia
New Guinea . . . Avtronics Xxxx Xxxxxx Sydney Australia
South Korea. . . Xx Xxx X. X. Xxx Seoul Korea
Columbia . . . . Co Com. Curacao Xxxxxx Xxxxxxx Bogota Colombia
Israel . . . . . Enertec Xxxxx Xxxx Xxxxxxx Xxxxxx
Italy. . . . . . Gelbyson Rafaello Triboli Roma Italy
Mexico . . . . . Gobal Comm. Xxxx Van Rathonyi Xxxxxxx Mexico
China. . . . . . Golden Pacific Xxxxxx Xxxx California U.S.A.
Bahrain. . . . . Gulf Business Xxxxxx Xx Xxxxx Dubai U.E.A.
Egypt. . . . . . Gulf Business Xxxxxx Xx Xxxxx Dubai U.E.A.
Jordan . . . . . Gulf Business Xxxxxx Xx Xxxxx Dubai U.E.A.
Kuwait . . . . . Gulf Business Xxxxxx Xx Xxxxx Dubai U.E.A.
Oman . . . . . . Gulf Business Xxxxxx Xx Xxxxx Dubai U.E.A.
Qatar. . . . . . Gulf Business Xxxxxx Xx Xxxxx Dubai U.E.A.
Saudi Arabia . . Gulf Business Xxxxxx Xx Xxxxx Dubai U.E.A.
UAE. . . . . . . Gulf Business Xxxxxx Xx Xxxxx Dubai U.E.A.
Yemen. . . . . . Gulf Business Xxxxxx Xx Xxxxx Dubai U.E.A.
United Kingdom . Xxxxxxxx Xxxx Xxxxxxxx Berkshire England
Brunei . . . . . X. Xxxxxxxx Xxxxxx Xxxxxxxx Copenhagen Denmark
Denmark. . . . . X. Xxxxxxxx Xxxxxx Xxxxxxxx Copenhagen Denmark
Finland. . . . . X. Xxxxxxxx Xxxxxx Xxxxxxxx Copenhagen Denmark
Indonesia. . . . X. Xxxxxxxx Xxxxxx Xxxxxxxx Copenhagen Denmark
Malaysia . . . . X. Xxxxxxxx Xxxxxx Xxxxxxxx Copenhagen Denmark
Norway . . . . . X. Xxxxxxxx Xxxxxx Xxxxxxxx Copenhagen Denmark
Singapore. . . . X. Xxxxxxxx Xxxxxx Xxxxxxxx Copenhagen Denmark
Sweden . . . . . X. Xxxxxxxx Xxxxxx Xxxxxxxx Copenhagen Denmark
Thailand . . . . X. Xxxxxxxx Xxxxxx Xxxxxxxx Copenhagen Denmark
New Zealand. . . MacDonald Tech. Xxxx Xxxx Christchurch New Zealand
Peru . . . . . . PCB Xxxxx Xxxxxxx Lima Peru
Brazil . . . . . Prodair Xxxxxxx Xxxxxxx Rio De Janeiro Brazil
Taiwan . . . . . Truth Instruments Xxxx Xx Taiwan Rep. of China
Japan. . . . . . Upsilon Corp. Xxxxxx Xxxxxxx California U.S.A.
India. . . . . . VXL Engineering S. K. De Faridabad India
E-70
EXHIBIT D
MINIMUM PURCHASE AND STOCKING REQUIREMENTS
1. Purchases from Christie net of discounts = $100,000 per calendar year.
2. Minimum Inventory net of discounts = $10,000 throughout year.
E-71
EXHIBIT E
PRODUCT PRICES
Product/Service List Price
--------------- ----------
RF80-K $ 7,224
DataFX $ 1,485
R-400 $ 6,500
CASP/2000 $ 4,495
CASP/1500 $ 3,495
CASP/1200 $ 2,495
CASP/1100 $ 1,995
POWER SUPPLIES
MAGAMPS* Quote Only
RECTODYNES (EXC. R-400)* Quote Only
PARTS Quote Only
REPAIRS Quote after inspection
RF80-H REFURBISHMENT $ 3,000 with "Core" trade-in
RF80-H "CLASSIC"* $ 4,200
* When available
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EXHIBIT F
DISCOUNTS
Product/Service Discount
--------------- --------
RF80-K 25%
DataFX 25%
R-400 10%
CASP/2000 25%
CASP/1500 25%
CASP/1200 25%
CASP/1100 10%
POWER SUPPLIES
MAGAMPS 25%
RECTODYNES (EXC. R-400) 25%
PARTS 25%
REPAIRS 25%
RF80-H REFURBISHMENT 25%
RF80-H "CLASSIC"* 25%
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EXHIBIT G
REBATE TERMS AND CONDITIONS
Annual rebate paid for growth in purchases (net of discounts) from Christie
Base: Average of prior two years of net purchases (must exceed $100,000)
----
Growth Volume: Current year less base
--------------
Rebate: 5% of growth volume
------
Terms: Paid by March 1 for prior calendar year
-----
Distributor's account with Christie must be "current" for rebate to be paid.
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