MACH 3 SEFS HD DISTRIBUTOR
THIS AGREEMENT (this "Agreement") is made and entered into as
of November 28, 2007 by and between EEPI US Inc. ("EEPI") a
Nevada incorporated company and ECO Fuel Savers,
a division of AACTION Mulch Inc., (the "DISTRIBUTOR").
R E C I T A L S:
WHEREAS, EEPI has acquired the distribution rights for
the Mach 3 SEFS HD product that has been specifically formulated
for fuel enhancement catalysts for heavy duty diesel internal
combustion engines, turbines, locomotives, open combustion
furnaces and boilers, power generating and marine diesel
engines, hereinafter called the PRODUCT.
The PRODUCT is a fuel additive that has been registered
with the US EPA (#192720003).
The DISTRIBUTOR wishes to become a distributor of the
PRODUCT in Florida, Georgia, Alabama, North Carolina, South
Carolina, Tennessee, Mississippi. Louisiana and Arkansas
(the "Territories").
1. RELATIONSHIP.
1.1 Appointment. Upon the terms, and subject to the
terms and conditions, contained herein, EEPI hereby appoints
the DISTRIBUTOR as a distributor of the PRODUCT in the Territories
listed above. The rights granted hereunder shall permit the
DISTRIBUTOR to market and to sell the PRODUCT anywhere within
the Territories listed above. EEPI agrees not to sell the PRODUCT
in the DISTRIBUTORS Territories with the exception of sales made
via EEPI's network of Certified Fuel Specialist and via EEPI's
network of registered representatives. In any case any sale made
by a Certified Fuel Specialist and or through a Registered
Representative will still be considered the ultimate sale of the
DISTRIBUTOR. Any sales realized from this source are covered in
section 4.2.
1.2 Acceptance of Appointment. DISTRIBUTOR hereby
accepts the appointment as provided in Section 1.1 above, and
hereby agrees fully and faithfully to perform and discharge all of
its duties, obligations and responsibilities as set forth in this
Agreement. It is understood and agreed that the DISTRIBUTOR status
is maintained provided that the minimum purchase requirement is met
as defined in 7.1.
1.3 Competing Products. During the term of this Agreement,
the DISTRIBUTOR and all officers, directors, shareholders, employees,
agents or representatives of a company to be formed (collectively,
"Agents"), and any entity in which DISTRIBUTOR or any of its Agents
has a direct or indirect controlling ownership interest, shall not,
directly or indirectly, promote, sell or distribute any fuel additive
or similar product(s) which directly compete with the PRODUCT.
Any such violation by the DISTRIBUTOR shall have the DISTRIBUTOR
immediately deemed to be in default of this Agreement.
1.4 Independent Contractor. The relationship of EEPI
and the DISTRIBUTOR established by this Agreement is that of
independent contractors. Nothing contained in this Agreement shall
be construed to (a) give either party hereto the power to direct and
control the day-to-day activities of the other, or (b) constitute the
parties as partners, joint ventures, co-owners or otherwise as
participants in a joint or common undertaking. Neither party hereto
nor any of its Agents is the representative of the other party for any
purpose except as has set forth in this Agreement, and has no power or
authority as agent, employee or in any other capacity to represent,
act for, bind, or otherwise create or assume an obligation on behalf
of the other for any purpose whatsoever. All financial obligations
associated with the DISTRIBUTOR'S business are the sole responsibility
of the DISTRIBUTOR. All sales and other agreements between the
DISTRIBUTOR and its customers are the DISTRIBUTOR'S sole responsibility
and shall have no effect on EEPI's obligations under this Agreement.
EEPI may inspect the sales records and warehousing of the DISTRIBUTOR
upon 24 hours written notice.
1.5 Promotional Duties.
a) The DISTRIBUTOR shall exert its best efforts consistent with sound
business planning and projected profitability and sales potential to
introduce and diligently advertise, promote, sell and distribute the
PRODUCT and make use of, and disseminate to its customers, and to
potential purchasers, promotional materials, made available by EEPI.
All advertising materials and product claims prepared by the DISTRIBUTOR
must be approved by EEPI. The DISTRIBUTOR is to incur costs associated
with the production of marketing materials.
b) The DISTRIBUTOR shall at all times demonstrate and otherwise represent
the PRODUCT fairly and accurately in comparison with competitive products
from other manufacturers, shall make no false or misleading representations
with regard to the PRODUCT, and shall not make any representations with
respect to the specifications, features or capabilities of the PRODUCT
which is not consistent with those described in the product literature
or other material supplied by EEPI.
1.6 Technical Support. EEPI shall provide the DISTRIBUTOR with
such technical support regarding the PRODUCTS as is reasonably necessary
for the DISTRIBUTOR to assist EEPI under this Agreement, including but not
limited to copies of all applicable test results of the PRODUCT. EEPI agrees
to provide the DISTRIBUTOR with all testing and data completed on the PRODUCT
as they become available.
1.7 Prospect Registration. The DISTRIBUTOR will register individual's
who have expressed an interest in and agreed to be contacted by, an EEPI
Certified Fuel Specialist (a "Prospect") and provide the Prospect registration
fee of $25.00 per registration. The Prospect registration fee may be
increased, upon 30 days written notice. The DISTRIBUTOR and its agents are
not entitled to commissions as an EEPI Certified Fuel Specialist.
2. PURCHASE OF PRODUCT
2.1 Ordering Procedure. Purchase of PRODUCT shall be made by the
DISTRIBUTOR by means of Purchase Orders submitted to EEPI. Each such
Purchase Order shall specify the number of units of the PRODUCT ordered by
the DISTRIBUTOR, the desired date and location of delivery, which shall have
a minimum time span of 60 days from the date of order. EEPI shall use its
best efforts to comply with the requirements of the DISTRIBUTOR on the terms
and conditions of this Agreement. However, EEPI shall not be responsible for
any delay of delivery due to acts of God and/or any situations beyond its
reasonable control. The DISTRIBUTOR is responsible for the collection and
payment of sales taxes or hold a sales tax exemption certificate.
2.2 Purchase Order The DISTRIBUTOR shall submit each Purchase Order
for the PRODUCT. No additional or conflicting terms or conditions may be
proposed by the DISTRIBUTOR in or in connection with any Purchase Order, and
no such additional or conflicting terms or conditions shall be binding upon
EEPI without its prior written consent.
2.3 Delivery of PRODUCT. The PRODUCT ordered by DISTRIBUTOR shall
be delivered F.O.B. Chino, California and all shipping costs are to be
incurred by the DISTRIBUTOR.
a) The PRODUCT may not be shipped outside of the United States due to
shipping and labeling requirements;
b) The DISTRIBUTOR must comply with the MSDS warehousing recommendations as
contained in the MSDS in the attached Schedule "B" as well as any applicable
laws in each Territory.
2.4 Titles and Risk of Loss. Title to the PRODUCT ordered and all
risk of loss shall pass from EEPI to the DISTRIBUTOR at the time and place
of EEPI's delivery of the PRODUCT to a common carrier for delivery to the
DISTRIBUTOR in accordance with the delivery terms prescribed in each purchase
order, notwithstanding that EEPI may retain rights of possession or
repossession to ensure collection of the purchase price thereof. The
DISTRIBUTOR shall be solely responsible for insuring the PRODUCT after
delivery to a common carrier for delivery to the DISTRIBUTOR. The DISTRIBUTOR
shall designate the common carrier used for transportation of the PRODUCT.
EEPI shall not be responsible for any delay caused by the carrier. Once the
PRODUCT has been received the DISTRIBUTOR has 48 hours to inspect the product.
The DISTRIBUTOR may not repackage the PRODUCT. If the PRODUCT is damaged it
must immediately be returned to the manufacturer in Chino, California.
2.5 Indemnification. Each party assumes sole responsibility for
all acts performed by it pursuant to this Agreement and shall be solely
responsible for all claims in connection herewith. Each party shall
indemnify, defend and hold harmless from any and all claims, actions,
lawsuits, demands, costs, liabilities, losses, damages and/or expenses
(including reasonable attorneys' fees and costs of litigation) by any
other party resulting from or relating to non delivery of product,
any acts, omissions or misrepresentations of such party, its agents
or any of them. Claims shall not include claims or actions against
EEPI resulting solely from product infringement of third party rights
or from product liability claims.
3. PRICING STRUCTURE OF PRODUCT.
3.1 It is understood and agreed that confidentiality of the
PRODUCT prices as set out in the attached Schedule "A" is for the mutual
protection of the DISTRIBUTOR and EEPI. Pricing is subject to change
upon sixty (60) calendar days written notice.
3.2 Manufacturer Suggested Retail Pricing of the PRODUCT. It is
understood and agreed that all parties hereto will maintain a MSRP structure,
attached hereto as Schedule "A", set jointly by EEPI and the DISTRIBUTOR
in order to maintain a stable market condition of the PRODUCT for the
protection of all parties. Sale of PRODUCT by the DISTRIBUTOR at discounts
unauthorized by EEPI is prohibited. The DISTRIBUTOR may however market and
sell product at prices that are higher than the MSRP structure.
4. PAYMENT FOR PRODUCTS.
4.1 Payment Terms.
i) DISTRIBUTOR shall pay by cash or cashier's check or wire transfer directly
into EEPI's appointed bank account for the full amount of the Purchase Order
up to US$100,000 upon submitting the Purchase Order, exclusive of shipping
costs.
ii) For orders exceeding US$100,000, exclusive of shipping costs, DISTRIBUTOR
shall elect to pay in full of the Purchase Order by wire transfer to pay a
deposit equal to 50% of the Purchase Order. The DISTRIBUTOR collects the
balance of the 50% of the total purchase order guaranteeing payment upon
delivery of the PRODUCT to the common carrier F.O.B. California.
4.2 Commission. The DISTRIBUTOR shall provide a monthly sales report which
includes the registered Prospect information so that EEPI may calculate
commissions owing to its Certified Fuel Specialists and Registered
Representatives. The DISTRIBUTOR shall provide payment on the 5th day of
each month so that EEPI may provide commissions payable to its Certified Fuel
Specialists and Registered Representative's. EEPI reserves the right to submit
commission adjustments and be paid commissions by the DISTRIBUTOR within three
months of the initial calculation of commissions. For sales that are
considered EEPI house accounts (a house account is defined as a sale that is
not associated or assigned with a Certified Fuel Specialist), the DISTRIBUTOR
shall pay to EEPI an 11% commission of the gross selling price. EEPI will
update in advance the list of house accounts. For any sales that are as a
result of the activities of a Certified Fuel Specialist's registered Prospect,
then a commission of 20% is due. For sales that the Distributor registers
(corporate accounts that are not associated with EEPI Certified Fuel
Specialists or Registered Representatives) the DISTRIBUTOR only pays a
2% override commission. The DISTRIBUTOR is only required to pay the above
referenced commissions, with the exception of the 2%, for prospect's
registered in advance with EEPI's prospect registration system. The
DISTRIBUTOR shall provide an 18% discount to Certified Fuel Specialists
for the purchase of test kits and no commissions will be paid on the test
kit orders. The DISTRIBUTOR will also provide a 14% stocking discount to
Certified Fuel Specialists and a maximum of 7% commission is payable for
any stocking discounts referred by Registered Representatives.
5. REPRESENTATIONS AND WARRANTIES. The DISTRIBUTOR represents and warrants
to EEPI that it: (a) has full and unrestricted authority to enter into this
Agreement and, by executing, delivering or performing under this Agreement, it
will not breach any agreement to which it is currently a party; (b) has the
legal right, free of any right or interest of any third party, to perform its
obligations hereunder; and (c) currently is in material compliance with all
applicable Laws and has received all applicable product safety certifications
and registrations from appropriate governmental entities necessary to perform
its obligations under this Agreement. EEPI represents and warrants to the
DISTRIBUTOR that it: (a) has full and unrestricted authority to enter into
this Agreement and, by executing, delivering or performing under this
Agreement, it will not breach any agreement to which it is currently a party
and (b) has the legal right, free of any right or interest of any third party,
to perform its obligations hereunder.
5.1 AUTHORITY TO EXECUTE CONTRACT:
It is represented herein that Xxxx X'Xxxxx has the full and complete authority
to bind EEPI in executing the Agreement and any other related agreements with
the DISTRIBUTOR.
It is also represented herein that Xxxxx Xxxxxxxx has the full and complete
authority to bind the DISTRIBUTOR in executing this Agreement and any other
related agreements with EEPI.
6. CONFIDENTIAL INFORMATION.
6.1 Definition. EEPI and the DISTRIBUTOR recognize that the
relationship created by this Agreement may involve access by the parties to
information of substantial value to each other, including, but not limited to,
designs, drawings, plans, software, programs, material and manufacturing
specifications, devices, trade secrets, applications, formula, know-how,
methods, techniques, and processes (whether related to product patents or
otherwise), as well as financial, business, marketing and product development
information, and customer lists including contact lists provided to EEPI
relating to the Product (collectively, "Confidential Information"), provided
that Confidential Information shall not include information:
a) In the public domain or which subsequently falls into the public domain;
b) Specifically intended by EEPI for disclosure to customers of the DISTRIBUTOR;
c) Which the recipient can prove was known through a source independent of the
disclosing party prior to any communication by the disclosing party; or
d) Disclosed to the recipient in good faith by a third party having a
legal right to do so.
6.2 Non-Disclosure. EEPI and the DISTRIBUTOR acknowledge and
agree that they own all rights, title and interest in and to their Confidential
Information. EEPI and the DISTRIBUTOR further agree that they shall (i)
maintain the secrecy and confidentiality of all Confidential Information which
comes to its attention, (ii) take all necessary precautions to prevent any
disclosure of Confidential Information by any of its Agents, and (iii) during
the term of this Agreement and for so long as Confidential Information does
not enter into the public domain through no act or omission of DISTRIBUTOR,
neither publish, disclose nor disseminate any part of such Confidential
Information.
6.3 Non-Circumvention
a) EEPI and the DISTRIBUTOR wish to execute this Agreement to protect them
within the specific Territories against the circumvention of one by the
other through unauthorized contacts with a party's business sources during
the period covered by this Agreement.
b) EEPI and the DISTRIBUTOR wish to execute this Agreement for their joint
protection against the communication of information that is proprietary
in nature, and/or that is intrinsically valuable or is potentially harmful
to the business of either of the parties, if divulged to another.
c) EEPI and the DISTRIBUTOR agree to refrain from soliciting business
and contacts from sources not their own or which have been made available
to them via this Agreement, without first obtaining the express permission
of the party who made the original introduction.
d) The Parties agree to keep confidential the names of any banks,
corporations, organizations, individuals, licensors, licensees, or
agents of any of the above, introduced by either of the Parties or
by the agent of a Party, to the other. The identities of these
individuals shall remain confidential during the term specified
in this Agreement. Information such as telephone, or facsimile
databases and technical / commercial / financial data, as well
as any matter which could reasonably be expected to cause
technical/commercial/financial damages, directly or indirectly,
to either of the parties, shall be accorded confidentiality under
this Agreement.
e) This Agreement shall apply to all transactions executed or
initiated during the period of this Agreement. It shall apply
to all Agents and shall include follow-up contacts, repeats,
roll-overs, extensions and renegotiated contracts or the equivalent.
f) Any violation of this Agreement shall entitle the wronged
party to compensation for such damage as may be reasonably
shown to have resulted from the violation.
g) This instrument contains the entire Agreement of parties.
This Agreement shall be construed under the laws of the State
of Nevada without reference to its conflict of laws, rules,
and controversies and claims arising from this agreement shall
be brought only in the courts of the State of Nevada.
6.4 Injunctive Relief The Parties understand and
agree that the Confidential Information has special value, the
loss of which cannot be reasonably or adequately compensated
in damages or in an action at law, and therefore, in the event
of any breach or violation of the provisions of this Section 6
by any party to this Agreement, the other party shall be entitled
to equitable relief by way of injunction without bond and without
the necessity of proving actual damages, in addition to, and not
in limitation of, any other relief or rights to which they may be
entitled. The terms and provisions of this Section 6 shall survive
any termination or expiration of this Agreement.
7. TERM AND MINIMUM ANNUAL ORDER
7.1 . TERM Subject to the termination provisions of
Section 8 hereof, the term of this Agreement shall commence on
January 1, 2008 for a term of THREE (3) YEARS (the "Initial
Term") with minimum annual orders. Provided that the minimum
order requirement has been met, the contract automatically
renews for an additional THREE (3) YEAR term. The successive
THREE (3) YEAR minimum purchase requirement shall be
US $8,000,000 (EEPI may allow the DISTRIBUTOR to reduce the
minimum order amount as low as $6,000,000 provided, that EEPI
is able to meet its quota from other US sales). This amount
is subject to change upon 30 days written notice in
accordance with EEPI's purchase requirements from the
Manufacturer.
7.2 MINIMUM ORDERS The initial order amount of $49,923.36
will be provided by the DISTRIBUTOR on November 21, 2007.
For the year one minimum purchase requirements, other than
January 1, 2008, the DISTRIBUTOR may move one month's minimum
purchase order to another month's total order, as long as the
total PRODUCT amount ordered for 2008 is equal to $1,750,000.
The DISTRIBUTOR must provide 30 days written notice of such
requested change.
Order Date Minimum Orders of PRODUCT
January 1, 2008 US $200,000
($50,000 credit provided for initial order)
March 1, 2008 US $250,000
($125,000 upon ordering and $125,000 when product completed)
May 1, 2008 US $250,000
($125,000 upon ordering and $125,000 when product completed)
July 1, 2008 US $250,000
($125,000 upon ordering and $125,000 when product completed)
September 1, 2008 US $250,000
($125,000 upon ordering and $125,000 when product completed)
November 1, 2008 US $500,000
($250,000 upon ordering and $250,000 when product completed)
Year Two US $5,000,000
(EEPI may allow the DISTRIBUTOR to reduce the minimum order
amount as low as $3,500,000 provided, that EEPI is able to meet
its quota from other US sales)
Year Three US $8,000,000 (EEPI may allow the DISTRIBUTOR
to reduce the minimum order amount as low as $6,000,000 provided,
that EEPI is able to meet its quota from other US sales)
7.3 Until such time as EEPI secures additional Master Agents
for areas outside of the DISTRIBUTORS Territories, EEPI shall
purchase inventory from the DISTRIBUTOR for orders less than
$100,000 to assist with the DISTRIBUTOR meeting the minimum
purchase requirements. EEPI shall provide payment to the
DISTRIBUTOR for cost plus 5% or a minimum $50.00 handling
charge for orders that are less than a case.
7.4 Notwithstanding the aforesaid, unless terminated on six
months advance notice or DISTRIBUTOR is in incurable default
of any terms of this Agreement, this Agreement shall
automatically be extended for a second term of THREE (3)
YEARS ("Renewal Term") on mutually agreeable term and
conditions.
8. TERMINATION. This Agreement shall remain in full
force and affect as specifically set forth in Section 7
hereof, unless earlier terminated as follows:
(a) By mutual consent of the parties in writing at
any time.
(b) By either party upon giving written notice to the
other party if such other party is in default of any term or
provision herein contained, and such default is not cured
within thirty (30) days of written notice of such default.
Any such notice shall identify the nature of the claimed
default and the action or actions required to cure each
claimed default.
(c) By EEPI's giving written notice to the
DISTRIBUTOR: (i) if all or substantially all of the
DISTRIBUTOR'S assets are transferred to another person
or entity other than the persons or entities exercising
ownership of DISTRIBUTOR at the date of this Agreement;
or (ii) if a court having jurisdiction in the premises
shall enter a decree or order means for relief in respect
of DISTRIBUTOR in an involuntary case under any applicable
Bankruptcy, insolvency or other similar law now or hereinafter
in effect, or appoint a receiver, liquidator, assignee,
custodian, trustee, sequestrate (or similar official) of
DISTRIBUTOR or for any substantial part of its property, or
order the winding up or liquidation of its affairs, and such
decree or order shall remain unseated and in effect for a
period of sixty (60) consecutive days; or (iii) if DISTRIBUTOR
shall commence a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or
consent to the entry of an order for relief in any involuntary
case under any such law, or consent to the appointment of or
taking possession by a receiver, liquidator, assignee, trustee,
custodian, sequestrate (or similar official) of such party or
for any substantial part of its property, or make any general
assignment for the benefit of creditors, or fail generally to
pay its debts as they become due or shall take any action in
furtherance of any of the foregoing.
9. EFFECT OF TERMINATION. Termination of this Agreement
shall not extinguish debts and other obligations created or
arising between the parties by virtue of this Agreement or by
virtue of contracts or arrangements entered into hereunder
before the effective date of termination of this Agreement
(the "Termination Date"). Without limiting the generality of
the foregoing, upon the Termination Date:
(a) DISTRIBUTOR shall not be relieved of its obligation
to (i) pay for the PRODUCT ordered by DISTRIBUTOR prior to the
Termination Date or (ii) receive and pay for all quantity of
the PRODUCT covered by orders which have been accepted by EEPI
prior to the Termination Date; EEPI shall be obligated to
complete all PRODUCT orders which were accepted by EEPI prior
to the Termination Date, provided that EEPI receives assurance
satisfactory to EEPI in its sole discretion that it will be
paid in accordance with the terms of this Agreement; and in
each such case, the DISTRIBUTOR shall be permitted to distribute
such PRODUCT as well as any quantity of the PRODUCT in the
DISTRIBUTOR'S inventory. After the Termination Date, EEPI shall
have no obligation of any kind to accept any orders, for the
Products or otherwise, from DISTRIBUTOR.
(b) DISTRIBUTOR shall submit to EEPI within thirty (30)
days after the Termination Date a list of all the PRODUCT owned
by the DISTRIBUTOR which were purchased from EEPI as of the
Termination Date; EEPI may, at its sole discretion, purchase any
or all of such PRODUCT from the DISTRIBUTOR upon written notice
of its intention to do so, at prices to be agreed upon between
the parties but in no event greater than EEPI's cost for such
PRODUCT; after receipt of such PRODUCT from the DISTRIBUTOR,
EEPI will pay the DISTRIBUTOR for such quantity of PRODUCT on
thirty (30) day terms. The DISTRIBUTOR shall permit EEPI and
its representatives to have access to its inventory of the
PRODUCT during the DISTRIBUTOR'S usual business hours for
purposes of inspection and verification of EEPI's inventory
of PRODUCT after the Termination Date. At the option of the
DISTRIBUTOR, if EEPI does not purchase the remaining inventory,
then the DISTRIBUTOR will be permitted to sell off the PRODUCT.
(c) The DISTRIBUTOR shall cease to use any Confidential
Information relating to or in connection with its continued
business operations and shall promptly return to EEPI any and all
physical, written and descriptive matter (including all
reproductions and copies thereof) containing Confidential
Information as EEPI shall specify.
(d) NEITHER PARTY OR THEIR PARENT, SUBSIDIARIES OR AFFILIATE
COMPANIES SHALL BE LIABLE TO THE OTHER PARTY FOR DAMAGES OF ANY
KIND, INCLUDING, WITHOUT LIMITATION, INCIDENTAL OR CONSEQUENTIAL
DAMAGES, ON ACCOUNT OF TERMINATION OF THIS AGREEMENT IN ACCORDANCE
WITH ITS TERMS.
10. GENERAL PROVISIONS.
10.1 Successor and Assigns. This Agreement shall inure
to the benefit of, and be binding upon, the respective successors
and assigns of the respective parties hereto; provided, however,
that neither party hereto shall have the right to assign any of
its rights under this Agreement without the prior written consent
of the other party which consent shall not be unreasonably withheld
or delayed, except that EEPI may assign its rights and interests
in this Agreement in connection with the merger or consolidation
of EEPI with a majority owned subsidiary of its parent company;
and provided, further, that neither party hereto shall be relieved
of its respective obligations hereunder upon any assignment, whether
voluntary, involuntary or by operation of law, of its rights under
this Agreement.
10.2 Notices. All notices, requests, demands and other
communications, which may be given or are required to be given under
this Agreement, shall be in writing and in English. All notices shall
be sent by facsimile transmission and confirmed by overnight courier,
and shall be deemed given on the date of such facsimile transmission.
All notices shall be addressed as set forth below:
If to EEPI: EEPI US Inc.
0000 Xxxxxxx Xxxxxx
Xxxxxxx, XX X0X 0X0
Attention: Xxxx X'Xxxxx, President & CEO
Telephone: 000-000-0000
Fax: 000-000-0000
If to DISTRIBUTOR: ECO Fuel Savers, a division of
AACTION MULCH INC.
0000 Xxxxxx Xxxx
Xxxx Xxxxxx, XX 00000-0000
Attention: Xxxxx Xxxxxxxx, President
Telephone: 000-000-0000
Or to such other address as each party hereto may from time to time designate
by written notice to the other party as provided herein.
10.3 Governing Law. This Agreement has been executed and delivered in,
and shall be governed by and construed in accordance with the laws of the State
of Nevada.
10.4 Headings. The headings herein are for convenience only, do not
constitute a part of this Agreement, and shall not be deemed to limit or affect
any of the terms or provisions hereof.
10.5 Waiver and Amendment. No waiver, amendment, modification or
change of any provision of this Agreement shall be effective unless and until
made in writing and signed by all of the parties hereto. No waiver,
forbearance or failure by any party hereto of its right to enforce any
provision of this Agreement shall constitute a waiver or estoppels of
such party's right to enforce any other provision of this Agreement or
a continuing waiver by such party of compliance with any provision.
10.6 Severability. The provisions of this Agreement are intended to
be interpreted and construed in a manner so as to make such provisions valid,
binding and enforceable. In the event that any provision of this Agreement is
determined to be partially or wholly invalid, illegal or unenforceable, then
such provision shall be deemed to be modified or restricted to the extent
necessary to make such provision valid, binding and enforceable, or, if such
provision cannot be modified or restricted in a manner so as to make such
provision valid, binding and enforceable, then such provision shall be deemed
to be excised from this Agreement and the validity, binding effect and
enforceability of the remaining provisions of this Agreement shall not be
affected or impaired in any manner.
10.7 Cooperation. Each party hereto shall cooperate with the other
party hereto and shall take such further action and shall execute and deliver
such further documents as may be necessary or desirable in order to carry out
the provisions and purposes of this Agreement.
10.8 Counterparts and Facsimiles. This Agreement may be executed
in one or more counterparts by original or facsimile copies, each of which
shall be deemed to be an original, but all of which together shall constitute
one and the same instrument.
10.9 Entire Agreement. This Agreement (including the exhibits and
schedules hereto, each of which is incorporated herein and made a part of
this Agreement) constitutes the entire agreement and understanding of the
parties hereto and terminates and supersedes any and all prior agreements,
arrangements and understandings, both oral and written, or implied, between
the parties hereto concerning the subject matter of this Agreement. It is also
agreed and understood that if any part of this Agreement is deemed
unenforceable, all other parts of this agreement shall remain valid and in
full force.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
EEPI US Inc.
Per:
/s/Xxxx X'Xxxxx/
______________________________________
Xxxx X'Xxxxx
President & CEO
ECO FUEL SAVERS, a division of
AACTION MULCH INC.
Per:
/s/ Xxxxx Xxxxxxxx
_______________________________________
Name: Xxxxx Xxxxxxxx
SCHEDULE "A"
US Territories Distributor Price List for MACH 3 SEFS-HD Product
1/2 Gallon Bottle
MSRP
4 Pallets Unit cost 8 Pallets Unit cost
12 Pallets Unit cost
Container cost
$149.50
$110.00
$109.25
$108.50
$107.75
Bottles per order
2,592
5,184
7,776
11,664
20 L (676 fl oz) pail
MSRP
4 Pallets Unit cost
8 Pallets Unit cost
12 Pallets Unit cost
Container cost
$1,450.00
$1,066.89
$1,059.64
$1,052.39
$1,045.14
Pails per order
224
448
672
1,008
210 L (7,102 fl oz) drum
MSRP
4 Pallets Unit cost
8 Pallets Unit cost
12 Pallets Unit cost
Container cost
$14,725.00
$10,834.45
$10,760.95
$10,687.45
$10,614.45
Drums per order
24
48
72
102
All orders are FOB Chino California, USA
