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KENWOOD COMMUNICATIONS CORPORATION
MASTER DEALER AGREEMENT
LAND MOBILE RADIO PRODUCTS
[KENWOOD LOGO]
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KENWOOD COMMUNICATIONS CORPORATION
MASTER DEALER AGREEMENT
LAND MOBILE RADIO PRODUCTS
THIS AGREEMENT is made in Long Beach, California as of the
__________________ day of ________________, 19__, by and between KENWOOD
COMMUNICATIONS CORPORATION, a California corporation, having its principal
place of business at 0000 X. Xxxxxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxxxxxxx 00000-
5745 (hereinafter called "Kenwood") and
CHAMPION COMMUNICATION SERVICES, INC.
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Dealer's Full Legal Name and D/B/A (if different from Legal Name)
having its principal place of business at
0000 XXXXXXXXX XXXXX, XXXXX 000, XXX XXXXXXXXX, XX 00000
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Street Address City/Town State Zip
(hereinafter called "Dealer").
BACKGROUND
Kenwood markets various high quality land mobile radio product lines.
Dealer desires to be appointed as an authorized Kenwood dealer for one or more
of such product lines and Kenwood desires to so appoint Dealer, upon the terms
and conditions hereinafter set forth. Accordingly, in consideration of the
foregoing and the mutual covenants and undertakings hereinafter set forth,
Kenwood and Dealer hereby agree as follows:
AGREEMENTS
1. Appointment and Acceptance.
A. Kenwood and Dealer have executed one or more Kenwood Land Mobile
Product Addenda applicable to specific Kenwood land mobile product lines.
Kenwood hereby appoints Dealer as one of Kenwood's authorized dealers for the
products included in those product lines specified on such Addenda. All such
executed Kenwood product Addenda hereinafter are referred to collectively as
"the Applicable Product Addenda". The product lines specified on the Applicable
Product Addenda hereinafter are referred to collectively as "the Applicable
Product Lines", and the products included in the Applicable Product Lines
hereinafter are referred to collectively as "Kenwood Products" or "the
Products". Dealer's appointment hereunder shall not entitle Dealer to purchase
any land mobile or other products from Kenwood other than those included in the
Applicable Product Lines.
B. Dealer's appointment as an authorized Kenwood dealer for the
Products shall be nonexclusive. Kenwood shall have the right, from time to
time, at its sole discretion, to increase or decrease the number of authorized
Kenwood dealers and/or locations in the vicinity of Dealer's authorized
location(s) or elsewhere, without advance notice to Dealer, or to otherwise
market the Products as it sees fit.
C. Dealer hereby accepts its appointment hereunder.
2. Sales Limitations.
A. Kenwood and Dealer agree that Dealer shall not sell or offer the
Products for sale from any locations other than those which Kenwood has
authorized in advance in writing. Dealer's presently authorized location(s) are
listed on the Applicable Product Addenda.
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B. Kenwood and Dealer further agree that unless authorized in
advance by Kenwood in writing, Dealer shall not sell or otherwise transfer
Kenwood Products to any other person or entity for purposes of further resale.
Any such authorization may be withdrawn by Kenwood at any time, at its sole
discretion, by written notice to Dealer.
C. Kenwood and Dealer acknowledge and agree that the limitations set
forth in subparagraphs A and B hereof will contribute to the achievement of one
or more of the following goals:
i. Compliance by all outlets at which Kenwood Products are
sold or offered for sale with the standards established by
Kenwood for its authorized dealers.
ii. Provision of the maximum service to their customers by
authorized Kenwood dealers, both prior and subsequent to
sale.
iii. Prevention of oversaturation of the market for Kenwood
Products, thereby improving the ability of authorized
Kenwood dealers to compete effectively with dealers
selling competitive products.
iv. Prompt location of the Products by Kenwood in the event
that it becomes necessary to recall the Products, whether
for safety or other reasons.
3. Mail Order and Telephone Order Sales.
Dealer shall refrain from any mail order or telephone order sales of the
Products and shall sell the Products only to customers with whom Dealer meets
in person, whether on the premises of Dealer or the customer. Kenwood and
Dealer acknowledge and agree that such limitations are appropriate inasmuch as:
A. If all authorized Kenwood dealers for the Products refrain from
mail order and telephone order sales, each authorized Kenwood dealer will be
encouraged to make the highest commitment to the Products, thereby enhancing
the position of the Products with respect to competitive products.
B. Due to the nature of the Products, it is desirable that they be
demonstrated to prospective purchasers and that their specifications, features
and Product benefits be explained fully in a personal meeting with the
salesperson, during which the salesperson can assess the purchaser's needs.
C. Certain models of the Products require installation which best
can be accomplished by professional installers in order to enhance their
performance. Authorized Kenwood dealers will be unable to install the Products
for purchasers whose only contacts with Kenwood are by mail or telephone, and
dealers engaged in mail or telephone order sales may not be knowledgeable
concerning local installers to whom purchasers can be referred.
4. Support by Kenwood.
Kenwood shall provide its authorized dealers for the Products with
support, through local training performed by Kenwood employees and/or
independent sales representatives, through national advertising, and through
Product literature.
5. Location Requirements.
Dealer agrees that each of the requirements expressed in this paragraph
shall be fulfilled at each of Dealer's authorized locations at all times during
the term of this Agreement:
A. Dealer shall have a sales facility at the location, which shall
be maintained in a manner enabling Dealer to demonstrate and sell the Products
properly.
B. Dealer shall maintain sales personnel at the location who are
fully conversant with the specifications, features and benefits of the
Products. Dealer shall conduct any sales training of its personnel which may be
necessary to impart such knowledge, and shall extend complete cooperation to
Kenwood in any Product education programs which Kenwood may establish.
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C. Dealer shall use its best efforts to stimulate and increase
interest in the Products, consistently shall encourage the purchase of the
Products by Dealer's customers, and at all times shall represent the Products
fairly in comparison with competitive products from other suppliers.
D. Dealer at no time shall engage in any unfair trade practices or
make any false or misleading representations with regard to Kenwood or Kenwood
Products. Dealer shall make no representations to customers or to the trade
with respect to Kenwood Product specifications or features, except such as may
be approved in writing or published by Kenwood.
E. Dealer either shall maintain facilities and personnel at the
location which will enable Dealer to perform both in and out of warranty
service with respect to the Products, or shall maintain a working relationship
with one or more independent authorized Kenwood service stations for the
Products.
F. To the extent not otherwise required herein, Dealer shall comply
with all applicable federal, state and local laws and regulations in performing
its obligations hereunder and in any other dealings with the Products.
6. Minimum Purchase Requirements.
Dealer shall satisfy minimum purchase requirements established by
Kenwood, in accordance with the provisions of the Applicable Product Addenda.
Such requirements shall remain in force unless and until modified by Kenwood,
by written notice to dealer which may be undertaken by Kenwood annually on a
fiscal year basis. Any election by Kenwood to refrain from implementing
modifications in a particular year shall not serve to waive its rights in
subsequent years.
7. Prices and Other Terms and Conditions of Sale.
A. Dealer acknowledges receipt of Kenwood's current price list(s),
applicable to the Products hereinafter called collectively the "Price List'.
The Price List, any supplementary or replacement Price Lists, and each of the
prices and other terms and conditions of sale contained in all such Price Lists
shall be considered integral parts of this Agreement. Kenwood shall have the
right to reduce or increase prices to Dealer at any time, without advance
notice. When a new Price List is issued to Dealer by Kenwood, it shall become a
part of this Agreement automatically as of the effective date stated thereon,
and shall supersede all prior inconsistent Price Lists.
B. Prices do not include taxes of any nature. Dealer shall pay
applicable taxes when invoiced by Kenwood unless Dealer supplies tax exemption
certificates in form satisfactory to Kenwood and the appropriate taxing
authorities.
C. Except with respect to mailers or programs on which Kenwood and
Dealer specifically agree in writing or to which Kenwood commits in writing,
all transactions between Kenwood and Dealer relating to the Products shall be
governed entirely by the terms and conditions stated in this Agreement, in the
Price List, on Kenwood invoices and order acknowledgments, and in any Security
Agreements as may be executed by the parties. KENWOOD HEREBY REGISTERS A
CONTINUING OBJECTION TO ANY TERMS OR CONDITIONS CONTAINED IN DEALER'S PURCHASE
ORDERS OR OTHER BUSINESS FORMS WHICH ARE DIFFERENT FROM OR IN ADDITION TO THE
AFORESAID KENWOOD TERMS AND CONDITIONS. ABSENT KENWOOD'S EXPRESS WRITTEN
ASSENT, NO SUCH DIFFERENT OR ADDITIONAL TERMS OR CONDITIONS SHALL BE OF ANY
FORCE OR EFFECT WHATSOEVER UNDER ANY CIRCUMSTANCES WITH RESPECT TO TRANSACTIONS
BETWEEN KENWOOD AND DEALER. NOTWITHSTANDING ANY FAILURE BY KENWOOD TO
COMMUNICATE FURTHER OBJECTIONS THERETO. In the event of any inconsistencies
between this Agreement and the other Kenwood documents identified above, the
terms of this Agreement shall control.
D. Kenwood shall have the right, at any time, to modify or cease
making available any or all of the Products listed in the Price List, without
advance notice or liability to Dealer.
8. Credit and Financial Requirements.
A. Dealer represents and warrants to Kenwood that Dealer is in a
good and substantial financial condition and is able to pay all bills when due.
Dealer shall, from time to time, when requested by Kenwood, furnish any
financial statements or additional information as Kenwood may deem necessary to
enable Kenwood to determine Dealer's financial condition.
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B. Kenwood shall determine, at its sole discretion, whether to
extend credit to Dealer and the amount of, credit if any, to be extended.
Kenwood shall have the right to change payment terms, credit limits, or any
other financial requirements from time to time, at its sole discretion.
C. Sales will be made on the payment terms in effect at the time
that an order is accepted, and Dealer shall pay all invoices when due. Receipt
of any check, draft or other commercial paper shall not constitute payment
unless and until such instrument has been honored by the appropriate financial
institution(s).
D. Dealer shall refrain from making deductions of any kind from any
payments due Kenwood, unless a credit memorandum has been issued by Kenwood to
Dealer. No payment by Dealer to Kenwood of any lesser amount than that due to
Kenwood shall be deemed to be other than a payment on account, and no
endorsement or statement on any check or in any letter or other writing
accompanying any check or other payment shall create an accord and
satisfaction. Kenwood may accept any payment without prejudice to Kenwood's
right to recover any remaining balance or to pursue any other remedy provided
in this Agreement, in any Security Agreement(s) executed by the parties, or by
applicable law.
E. If Dealer becomes delinquent in payment obligations or other
credit or financial requirements established by Kenwood or, if in the sole
judgment of Kenwood, Dealer's creditworthiness becomes impaired, Kenwood shall
have any or all of the following rights and remedies in addition to any other
rights and remedies provided in this Agreement, in any Security Agreement(s)
executed by the parties, or by applicable law:
(i) Kenwood may refuse to accept any new orders, may cancel or
delay shipment of any orders accepted previously, or may
stop any shipments in transit.
(ii) Kenwood may declare all outstanding Dealer indebtedness
immediately due and payable, notwithstanding any credit
terms previously in effect.
KENWOOD SHALL NOT BE LIABLE TO DEALER FOR LOSSES OR DAMAGES OF ANY KIND, AS A
RESULT OF THE EXERCISE BY KENWOOD OF ITS RIGHTS AND REMEDIES HEREUNDER.
F. INTEREST SHALL ACCRUE ON ALL DELINQUENT AMOUNTS AT THE RATE OF
ONE AND ONE-HALF (1-1/2%) PERCENT PER MONTH (EIGHTEEN [18%] PERCENT PER
ANNUM) FROM THE DUE DATE OF INVOICE, OR THE MAXIMUM RATE OF INTEREST PERMITTED
BY APPLICABLE LAW OR REGULATIONS, WHICHEVER IS LESS.
G. If a judgment in Kenwood's favor is entered in any litigation
instituted by Kenwood against Dealer to collect delinquent amounts, Kenwood
shall be entitled to an award of reasonable attorneys' fees and costs as part
of such judgment.
9. Orders and Shipments.
A. Each of Dealer's orders is subject to Kenwood's acceptance. In
addition to any specific rights of rejection set forth in this Agreement,
Kenwood shall have the right, for any reason whatsoever, to reject any order,
in whole or in part.
B. Kenwood shall endeavor to ship accepted orders within a
reasonable time. HOWEVER, KENWOOD SHALL NOT BE LIABLE TO DEALER FOR ANY
DAMAGES, WHETHER INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR OTHERWISE, FOR FAILURE
TO FILL ORDERS, DELAYS IN SHIPMENT OR DELIVERY OR ANY ERROR IN THE FILLING OF
ORDERS, REGARDLESS OF THE CAUSE THEREFOR.
C. In the event of Product shortages, Kenwood shall have the right
to allocate the available supply among its customers on a case by case basis,
in a manner deemed equitable by Kenwood under the particular circumstances.
D. Kenwood shall have the right to make partial shipments with
respect to Dealer's orders, which shipments shall be invoiced separately and
paid for when due, without regard to subsequent shipments. Delay in shipment or
delivery of any particular installment shall not relieve Dealer from its
obligation to accept any remaining installments.
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E. Regardless of the party paying freight charges, all risk of loss
of or damage to the Products in transit shall be borne by Dealer, commencing
with the placement of the Products in the custody of a carrier or shipping
agent at Kenwood's loading dock. Kenwood shall provide reasonable assistance to
Dealer in making claims with carriers in the event of such loss or damage, if
so requested by Dealer.
F. Kenwood shall have the right, at its option, to cancel any back
orders (even if they have been accepted previously by acknowledgment, partial
shipment or otherwise), provided such orders have been outstanding for a
minimum of thirty (30) days. Any resubmitted orders shall be subject to
Kenwood's then current pricing.
10. Exclusion of Warranties and Damages for Defects.
A. Kenwood affords an express warranty to end users with respect to
the Products, but makes no express warranties to Dealer. Any and all implied
warranties with respect to Products or parts sold by Kenwood to Dealer,
INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, hereby are excluded.
B. If Dealer elects to afford a warranty to its customers with
respect to Kenwood Products in addition to the end user warranty afforded by
Kenwood, said warranty shall be in Dealer's name only, and Dealer shall not
represent to its customers that Kenwood has any responsibility thereunder.
C. Unless otherwise provided by applicable law, Kenwood's liability,
if any, to Dealer for any allegedly defective Product or part shall be limited
to repair or replacement of same at Kenwood's option, AND THE LIABILITY OF
KENWOOD, IF ANY, FOR DAMAGES RELATING TO DEFECTIVE PRODUCTS OR PARTS SHALL NOT
EXCEED DEALER'S PURCHASE PRICE FOR THE ITEMS IN QUESTION.
11. Trademarks and Tradenames.
A. Dealer acknowledges the exclusive ownership by Kenwood or
Kenwood's parent, subsidiaries or affiliates of all trademarks utilized
worldwide in connection with Kenwood Products (hereinafter called collectively
"Kenwood trademarks"). Dealer does not now have and shall not acquire by virtue
of this Agreement, any rights in or to Kenwood trademarks.
B. Dealer shall refrain from affixing any additional trademarks to
Kenwood Products or otherwise utilizing Kenwood trademarks in combination with
any other trademark(s). Dealer further shall refrain from affixing any Kenwood
trademark to products other than the appropriate Kenwood Products.
C. As used herein, the term "Kenwood trademarks" shall include all
marks, names, slogans, labels, logos and designs used by Kenwood, regardless of
whether such items are registered by Kenwood.
D. Dealer shall refrain from utilizing any Kenwood trademark (or any
confusingly similar trademark) in Dealer's corporate or business name.
12. Stock Adjustments.
No products may be returned to Kenwood by Dealer for credit or
replacement because of Dealer's desire to adjust its stock of the Products,
unless Dealer has obtained advance written authorization from Kenwood. Any such
returns shall be subject to Kenwood's then current return authorization/stock
adjustment procedures. In the event that Kenwood repurchases any of the
Products from Dealer or otherwise credits Dealer's account for the purchase
price of any of the Products, Dealer's purchases from Kenwood shall be deemed
reduced by the amount of the repurchase or credit.
13. Termination Matters.
A. This Agreement is for an indefinite term and may be terminated by
either party, at will, with or without cause. If the termination is without
cause, thirty (30) days advance written notice must be provided by the
terminating party to the other party. EACH PARTY ACKNOWLEDGES THAT SUCH PERIOD
IS ADEQUATE TO ALLOW IT TO TAKE ALL ACTIONS REQUIRED TO ADJUST ITS BUSINESS
OPERATIONS IN ANTICIPATION OF TERMINATION. If the termination is for cause,
advance notice may be provided at the option of the terminating party, but
shall not be required. "Cause" for purposes of this paragraph shall include,
but not necessarily be limited to, the following:
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(i) In the case of termination by Dealer, cause shall exist if
Kenwood breaches any provision of this Agreement.
(ii) in the case of termination by Kenwood, cause shall exist
under any of the following circumstances:
(a) Any breach by Dealer of this Agreement, including
but not limited to, the provisions of paragraphs 2,
3, 5, 6, or 8.
(b) The withdrawal of any present principal from
Dealer's business, the addition of any new
principal, the sale or other transfer of all or any
part of Dealer's business or any other change in
the management or control of Dealer's business.
(iii) Cause shall exist for termination by either party if the
other party attempts to assign this Agreement, except
under circumstances permitted hereunder, liquidates or
terminates its business, is adjudicated a bankrupt, makes
an assignment for the benefit of creditors, invokes the
provisions of any law for the relief of debtors, or files
or has filed against it any similar proceeding.
B. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR COMPENSATION,
REIMBURSEMENT FOR INVESTMENTS OR EXPENSES, LOST PROFITS OR GOODWILL,
INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, OR DAMAGES OF ANY OTHER KIND OR
CHARACTER BECAUSE OF THE EXERCISE OF ITS TERMINATION RIGHTS HEREUNDER.
C. Upon any termination of this Agreement, Kenwood, at its option,
shall have the right to repurchase from Dealer any or all Kenwood Products then
in Dealer's inventory, but shall not be obligated to do so. If Kenwood wishes
to consider the exercise of such option, it shall, within ten (10) days
following the termination date, request Dealer to provide a list of Kenwood
Products on hand. Dealer shall provide such list within ten (10) days
thereafter. Within ten (10) days after receipt of such list, if Kenwood elects
to exercise its option, it shall identify for Dealer, those Products selected
for repurchase. In such event, Dealer, at its expense shall cause such Products
to be delivered to any of Kenwood's regional warehouses in the United States.
Kenwood shall have the right to inspect all returned merchandise before
establishing final disposition. Upon inspection, Kenwood shall be entitled to
reject and return to Dealer, freight collect, any Products which in Kenwood's
sole judgment, are in unacceptable condition. Dealer shall be credited for any
accepted Products at the net invoice prices at which such Products were
purchased originally by Dealer, less any allowances which Kenwood may have
granted Dealer on account of such Products, and less the costs of any necessary
repair, refurbishing or repackaging.
14. Assignment and Notice of Sale.
Dealer may not assign, transfer or sell all or any of its rights under
this Agreement (or delegate all or any of its obligations hereunder) without
the advance written consent of Kenwood. If a sale or other transfer of the
business conducted by Dealer is contemplated (whether by transfer of stock,
assets or otherwise), Dealer shall notify Kenwood in writing not less than
thirty (30) days prior to effecting such transfer, but such notice shall not
obligate Kenwood to appoint the transferee as an authorized Kenwood dealer for
the Products or otherwise to deal with the transferee.
15. Indemnification.
Dealer agrees to fully indemnify, defend and hold harmless Kenwood, the
parent corporation, subsidiaries and affiliates of Kenwood, and the respective
officers, directors, shareholders, employees, agents, successors and assigns of
Kenwood and all such other entities (hereinafter referred to in this paragraph
collectively as "the indemnified parties"), from and against any and all
losses, damages, liabilities, obligations, judgments, settlements, costs and
other expenses incurred or suffered by the indemnified parties, by reason of
the assertion of any claim or the institution of any litigation against them,
during the term of this Agreement or subsequent to its termination, which is
directly or indirectly based upon or related to any breach by Dealer of this
Agreement or any other acts or omissions of Dealer, its employees or agents.
Dealer shall be obligated to assume the defense, at its sole expense, of any
claim or litigation as to which it has an indemnification obligation hereunder.
If Dealer fails to do so in a timely manner, the indemnified parties shall have
the right to assume their own defense, and Dealer shall be obligated to
reimburse the indemnified parties for any and all
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reasonable expenses (including but not limited to attorneys' fees) incurred in
the defense of such claim or litigation, in addition to Dealer's other
indemnity obligations hereunder.
16. Relationship of the Parties.
The relationship between Kenwood and Dealer is that of buyer and seller
only. Nothing stated in this Agreement shall be construed as creating the
relationships of employer and employee, franchisor and franchisee, master and
servant, principal and agent, partnership or joint venture between the parties.
Dealer shall be deemed an independent contractor at all times, and shall have
no express or implied right or authority to assume or create any obligation on
behalf of Kenwood.
17. Waiver.
The waiver by either party of any of its rights or any breaches of the
other party under this Agreement in a particular instance shall not be
construed as a waiver of the same or different rights or breaches in subsequent
instances. All remedies, rights, undertakings and obligations hereunder shall
be cumulative, and none shall operate as a limitation of any other.
18. Notices.
Except as otherwise provided in paragraph 23, all notices and demands of
any kind which either Kenwood or Dealer may be required or desire to serve upon
the other under the terms of this Agreement shall be in writing and shall be
served by delivery or mail at the addresses set forth herein or at such other
addresses as may be designated hereafter by notice served as herein provided.
If by delivery, service shall be deemed complete upon such delivery. If by
mail, service shall be deemed complete upon mailing.
19. Paragraph Headings and Language Interpretations.
The paragraph headings contained herein are for reference only and shall
not be considered substantive provisions of this Agreement. The use of a
singular or plural form in this Agreement shall include the other form, and the
use of a masculine, feminine or neuter gender shall include the other genders.
20. Severability.
In the event that any of the provisions of this Agreement or the
application of any such provisions to the parties hereto with respect to their
obligations hereunder shall be held by a court of competent jurisdiction to be
unlawful or unenforceable, the remaining provisions of this Agreement shall
remain in full force and effect, and shall not be affected, impaired, or
invalidated in any manner.
21. Entire Agreement.
This Agreement, together with any other documents incorporated herein by
reference, constitutes the entire Agreement between the parties hereto
pertaining in any manner to the subject matter hereof, and contains all of the
covenants and undertakings between the parties with respect to said subject
matter. Each party to this Agreement acknowledges that no written or oral
representations, inducements or promises have been made, which are not embodied
herein. IT IS THE DESIRE AND INTENTION OF THE PARTIES THAT THE EXPRESS
PROVISIONS OF THIS AGREEMENT NOT BE SUBJECT TO VARIATION BY IMPLIED COVENANTS
OF ANY KIND. Except as otherwise provided herein, any and all prior or
contemporaneous written or oral agreements between the parties pertaining in
any manner to the subject matter of this Agreement expressly are superseded and
cancelled by this Agreement. Notwithstanding anything to the contrary contained
herein, this Agreement shall not be deemed to supersede or otherwise impair in
any manner, any Security Agreement (s) as may have been heretofore executed by
the parties. Except as otherwise provided in this Agreement, this Agreement may
not be modified, supplemented or amended, except by an instrument executed by
both parties. This Agreement may be executed in multiple counterparts, each of
which shall be deemed enforceable without production of the others.
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22. Execution of Agreement and Applicable Law.
This Agreement shall become effective only if it first is executed by
Dealer within or outside the State of California and subsequently is executed
by Kenwood in the State of California, and shall be governed and construed in
all respects in accordance with the laws of the State of California, excluding
California's conflicts of law principles.
23. Forum Selection and Consent to Jurisdiction.
ANY LITIGATION INSTITUTED BY DEALER AGAINST KENWOOD PERTAINING IN ANY
MANNER TO THIS AGREEMENT OR ANY OTHER ASPECT OF THE PARTIES' BUSINESS
RELATIONSHIP MUST BE FILED BY DEALER BEFORE A COURT OF COMPETENT JURISDICTION
IN THE STATE OF CALIFORNIA. DEALER HEREBY CONSENTS IRREVOCABLY TO THE
JURISDICTION OF THE CALIFORNIA COURTS OVER ITS PERSON IN THE EVENT THAT KENWOOD
ELECTS TO INSTITUTE LITIGATION AGAINST DEALER IN CALIFORNIA PERTAINING TO ANY
SUCH MATTERS. IN SUCH EVENT, SERVICE OF PROCESS MAY BE MADE UPON DEALER AS
PROVIDED BY CALIFORNIA LAW, OR SHALL BE CONSIDERED EFFECTIVE IF SENT BY
CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and
year hereinabove written.
DEALER
CHAMPION COMMUNICATION SERVICES, INC.
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Dealer's Full Legal Name
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d/b/a (if Different from legal Name)
A Corporation
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(Corporation, Partnership
or Sole Proprietorship)
of the State of:
Delaware
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By: /s/ X. X. XXXXXX, XX.
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Signature
X. X. Xxxxxx, Xx.
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Print or Type Name
Title: Senior Vice President
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(Corporate Officer {Indicate Office},
Partner, Proprietor)
Attesting Witness:
/s/ [ILLEGIBLE]
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KENWOOD COMMUNICATIONS CORPORATION
By: /s/ [ILLEGIBLE]
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Title:
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KENWOOD COMMUNICATIONS CORPORATION
PRODUCT ADDENDUM TO MASTER DEALER AGREEMENT
FOR LAND MOBILE RADIO PRODUCTS
Applicable Products.
Trunked radio products.
Authorized Locations.
Dealer's authorized location(s) for the Products are as follows:
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Street Address City or Town State Zip
0000 Xxxxxxxxx Xxxxx - Xxxxx 000, Xxx Xxxxxxxxx, XX 00000
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000 X. 00xx Xxxxxx -XxXxxxx, XX 00000
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00000 X. Xxxxxx Xxxx, Xxxxx 000, Xxxxx Xxxxxxx, XX 00000
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0000 X. Xxx Xx Xxxxxxx, Xxxxx X-000, Xxxxxxxxxx, XX 00000
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X.X. Xxx 0, 0000 xxxx Xxxxxx, Xxxxxx, XX 00000
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Minimum Purchase Requirements.
A. Purchases shall be measured semiannually, based upon Kenwood's
fiscal year. (April 1st through March 31st).
B. Semiannual purchasing periods are April 1st through September
30th and October 1st through March 31st.
C. Dealer's present semiannual purchase requirement (net of returns
and any other adjustments) is $N/A. If this Addendum first becomes effective
other than at the commencement of a semi-annual period, the requirement for
such initial period shall be prorated.
D. If Dealer has been appointed by Kenwood under more than one
Product Addendum, Dealer shall be required to satisfy individual requirements
for each Addendum. Purchases of different product lines may not be aggregated.
E. Kenwood shall be entitled to change Dealer's minimum semiannual
purchase requirement on an annual basis, by providing written notice to Dealer
of a change for the subsequent year no later than March 1st of the year then in
force. The new requirement specified in any such notice shall supersede all
requirements set forth in any prior notifications or in this Product Addendum.
Kenwood's election to refrain from changing Dealer's requirement in any
particular year shall not preclude a change in any subsequent year.
*CCSI has been awarded the 500 lot trunking
product pricing for calendar 1996.
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This Addendum is effective as of February 5, 1996 and supersedes any Addenda
executed previously by the parties concerning the subject matter hereof.
DEALER
CHAMPION COMMUNICATION SERVICES, INC.
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Dealer's Full Legal Name
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d/b/a (if Different from legal Name)
By: /s/ XXXXXXX X. XXXXXX, XX.
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Signature
Xxxxxxx X. Xxxxxx, Xx.
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Print or Type Name
Title: Senior Vice President
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(Corporate Officer {Indicate Office},
Partner, Proprietor)
Attesting Witness:
/s/ [ILLEGIBLE]
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KENWOOD COMMUNICATIONS CORPORATION
By:
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Title:
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FOR INFORMATIONAL PURPOSES;
SYSTEMS: Own [X] Sell onto another [X] 800MHz [X] 900MHz [ ]
No. of Chs. [ ]
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KENWOOD COMMUNICATIONS CORPORATION
PRODUCT ADDENDUM TO MASTER DEALER AGREEMENT
FOR LAND MOBILE RADIO PRODUCTS
Applicable Products.
Conventional land mobile radio products.
Authorized Locations.
Dealer's authorized location(s) for the Products are as follows:
0000 Xxxxxxxxx Xxxxx, Xxxxx 000 Xxx Xxxxxxxxx, Xxxxx 00000
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Xxxxxx Xxxxxxx Xxxx xx Xxxx Xxxxx Zip
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Minimum Purchase Requirements.
A. Purchases shall be measured semiannually, based upon Kenwood's
fiscal year. (April 1st through March 31st).
B. Semiannual purchasing periods are April 1st through September
30th and October 1st through March 31st.
C. Dealer's present semiannual purchase requirement (net of returns
and any other adjustments) is $25,000. If this Addendum first becomes effective
other than at the commencement of a semi-annual period, the requirement for
such initial period shall be prorated.
D. If Dealer has been appointed by Kenwood under more than one
Product Addendum, Dealer shall be required to satisfy individual requirements
for each Addendum. Purchases of different product lines may not be aggregated.
E. Kenwood shall be entitled to change Dealer's minimum semiannual
purchase requirement on an annual basis, by providing written notice to Dealer
of a change for the subsequent year no later than March 1st of the year then in
force. The new requirement specified in any such notice shall supersede all
requirements set forth in any prior notifications or in this Product Addendum.
Kenwood's election to refrain from changing Dealer's requirement in any
particular year shall not preclude a change in any subsequent year.
13
This Addendum is effective as of ________, 19__ and supersedes any
Addenda executed previously by the parties concerning the subject matter
hereof.
DEALER
CHAMPION COMMUNICATION SERVICES, INC.
-------------------------------------
Dealer's Full Legal Name
-------------------------------------
d/b/a (if Different from legal Name)
By: /s/ X. X. XXXXXX, XX.
---------------------------------
Signature
X. X. Xxxxxx, Xx.
-------------------------------------
Print or Type Name
Title: Senior Vice President
------------------------------
(Corporate Officer {Indicate Office},
Partner, Proprietor)
Attesting Witness:
/s/ [ILLEGIBLE]
-------------------------------------
KENWOOD COMMUNICATIONS CORPORATION
By: /s/ [ILLEGIBLE]
---------------------------------
Title:
------------------------------
FOR INFORMATIONAL PURPOSES;
SYSTEMS: Own [ ] Sell onto another [ ] 800MHz[ ] 900MHz [ ]
No. of Chs. [ ]
