EXCLUSIVE AGENCY AGREEMENT
THIS AGREEMENT is made this 21st day of August, 1997 by and between
Metall Kraft , a company organized and duly registered under the laws of Czech
Republic, address is Za Olsavkou 340 686 47 Uherske Hradiste, (hereinafter
referred to as "Company") and SDC International, Inc., a Delaware corporation
whose executive office mailing address is X.X. Xxx 0000, Xxxx Xxxxx, Xxxxxxx
00000 X.X.X. (hereinafter referred to as "Agent), with both Company and Agent
being known hereafter as the "Parties".
WHEREAS, the Company and Agent both desire to sell cargo container, pallets
and related products manufactured by or on behalf of Company; for good
consideration, it is hereby mutually agreed as follows:
1. The Company hereby appoints the Agent as its Exclusive Agent within the
geographic area of North and South America for the marketing and sale of the
products of the Company to for all customers located in said territory, based
upon the terms and conditions contained herein. Said geographic area to be
known hereinafter as the "Territory";
2. The Agent shall exercise reasonable care and skill in the performance
of his duties and shall act faithfully on behalf of the Company. The Company
shall use its best efforts to do all things reasonable and necessary to enable
the Agent to sell the products of the Company and will furnish to Agent such
information as Agent may reasonably require;
3. The Agent will forward to Company copies of all inquirers he may
receive and shall not enter into any contract on the behalf of the Company or
bind or attempt to bind the Company in any way without the written consent of
the Company. The Company shall furnish any and all inquirers for products
received from potential customers within the Territory;
4. The Company will provide Agent with catalogues, price lists, samples,
and sales literature generally necessary to enable Agent to conduct the
agency;
5. In the normal course of business under this Agreement, Agent shall
purchase products from the Company and then resell said goods to customers
within the Territory, and Agent shall retain the difference in amount Agent
paid to Company for such products and amount customer paid to Agent.
3a.The Agent shall not sell or represent products similar to the Company
products which in the nature or functions competes with the products of the
Company.
/s/ILS
6. Company will indemnify, defend, and hold Agent harmless with respect to
any and all claims, suits, causes of action, costs and expenses alleging or
arising from any defective product of the Company and/or any product liability
claim made against Agent or Company;
7. Agent and Company agree that Company may extend additional agency
rights, on exclusive or non-exclusive basis, to Agency, as agreed to from time
to time by the Parties, and Agency agrees to furnish Company with any
information it possess or receives concerning the potential sales of products
of the Company.
8. All controversies arising out of or relating to this Agreement, or any
modification thereof, shall be settled by binding arbitration conducted in
English language by an arbitrator experienced in commercial disputes. In the
absence of such arbitration, this Agreement shall be construed in all respects
under the laws of Czech Republic, and for this purpose Company and Agent
hereby submit themselves to the jurisdiction of the courts of the Czech
Republic.
This Agreement is effective this date and is valid for a period of five years
hereafter.
AGREED TO BY THE PARTIES AS OF THE DATE FIRST WRITTEN ABOVE:
COMPANY: Metall Kraft
BY: /s/Ing. Libor Soska
Ing. Libor Soska, its authorized agent for the purpose of execution
of this Agreement
AGENT: SDC INTERNATIONAL, INC.
BY:/s/Xxxxxx K. Srkal
Xxxxxx K. Srkal, its authorized agent for the purpose of execution
of this Agreement
9.The Company reserves the right to participate in the meetings with the end
user and also has the right to contact directly the end user regarding
technical and quality matters. The Company also agrees not to have any
contact with the end user regarding pricing of the Company products as well as
conditions of the sale or other sales matters.
/s/ILS/s/MKS
