ACCC CONDUCTOR DISTRIBUTION AGREEMENT BETWEEN FAR EAST COMPOSITE TECHNOLOGY CO. LTD. AND CTC CABLE CORPORATION
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ACCC
CONDUCTOR
BETWEEN
FAR
EAST COMPOSITE TECHNOLOGY CO. LTD.
AND
CTC
CABLE CORPORATION
The
following “ACCC Conductor Distribution Agreement” (‘Agreement’)
shall
be effective as of the 30th
day of
January, 2007 (the “Effective
Date”)
by and
between:
(1) CTC
Cable Corporation,
a
Nevada Corporation with its principal offices at 0000 XxXxx Xxxxxx, Xxxxxx
00000, XXX (hereinafter referred to as “CTC”);
and
(2) Far
East Composite Technology Co. Ltd
with its
principal offices at #200
Fanxing Rd. Gaocheng Town Yixing City, Jiangsu 214257 PRC (hereinafter
referred to as the “Distributor”),
either or both of which may be referred to as “Party”
or
“Parties”.
RECITALS
WHEREAS,
CTC is
in the business of developing, manufacturing and selling Products (hereinafter
defined) for the electric power industry, including ACCC Conductor and ACCC
Accessories; and
WHEREAS,
Distributor is in the business of distributing electrical power transmission
and
distribution conductor;
WHEREAS,
CTC
desires to expand its distribution market to the Territory as defined herein
and
Distributor desires to distribute or assist in the distribution of certain
quantities of Product in accordance with the terms and conditions herein;
NOW
THEREFORE,
in
consideration of the foregoing premises, which are incorporated into and made
a
part of this Agreement, and of the mutual covenants which are recited herein,
the Parties agree as follows:
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Article
1 Definitions
As
used
in this Agreement, the following terms shall have the meanings defined in this
Article.
1.1 ‘ACCC
Accessories’
means
the specially designed splices and dead ends used in joining and anchoring
ACCC
Conductor, together with any tension clamps and other accessories used to
install the ACCC Conductor.
1.2 ‘ACCC
Conductor’
means
stranded ACCC Core, including without limitation, all CTC proprietary and public
domain conductor and cable configurations and alloys compatible with ACCC
Core.
1.3 ‘ACCC
Core’
means a
composite core provided to Distributor by CTC or a Third Party authorized by
CTC.
1.4 ‘Authorized
ACCC Installer’
means
Distributor and/or any Third Party authorized by Distributor that has been
authorized and certified to install ACCC conductor by CTC in accordance with
Installation Guidelines.
1.5 ‘Affiliate’
means a
legal entity:
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(i)
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in
which the CTC or Distributor has or acquires during the term of this
Agreement, an ownership interest of greater than
10%;
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(ii)
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which
directly or indirectly through one or more intermediaries, either
controls, is controlled by, or is in common control with Distributor
or
CTC, “control” under this paragraph means having the power to direct the
business and operation; or
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(iii)
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which
assumes all the obligations and liabilities of any Party relating
to this
Agreement during its term .
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Affiliates
include both subsidiaries and parent corporations of CTC or
Distributor.
1.6 ‘Confidential
Information’
includes, but is not limited to, the Disclosing Party’s business practices,
processes, procedures, methods, strategies, techniques, business plans,
financial data, pricing information, sales volume data, market research,
marketing and sales plans, customer lists and related information regarding
the
Disclosing Party’s customers (past, present and prospective), information
regarding the Disclosing Party’s sources of supply and other business
relationships, contracts, current and future Product information, technical
and
non-technical data, research and development, reports, computer programs,
software, designs, drawings, devices, specifications, machines, tools, models,
inventions, patent disclosures, samples, materials, ideas, know-how,
documentation, Requests for Proposals, and other information furnished to the
Receiving Party hereunder.
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1.7 ‘CTC
Intellectual Property’
means
all CTC patent rights, trademarks, trade names, copyrights and proprietary
information owned, licensed to, or otherwise legally in the possession of CTC
related to Product or ACCC Accessories.
1.8 ‘Customer’
means
purchaser of Product within the Territory.
1.9 ‘Deliver’
or
‘Delivery’
means
delivery of or to deliver the quantity of Product ordered in accordance with
a
particular Purchase Order.
1.10 ‘Disclosing
Party’
means
the party that discloses or otherwise makes available Confidential Information
to a Receiving Party.
1.11 ‘Distribution
Territory’
means
the countries into which Distributor can freely sell the Product by seeking
orders and contracts, bidding in tenders and actively developing the market.
The
list of Distribution Territories is set out in Exhibit “A” hereto.
1.12 ‘Exhibit’
means
the Exhibits attached hereto as modified from time to time,
including:
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Exhibit
“A”
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Territory
Definitions;
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Exhibit
“B”
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Specifications;
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Exhibit
“C”
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Minimum
Sales and Purchases;
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Exhibit
“D”
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Standard
ACCC Payment Terms;
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Exhibit
“E”
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Technical
Assistance from CTC;
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Exhibit
“F”
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Reel
Specifications and Handling;
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Exhibit
“G”
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Product
Handling and Storage;
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Exhibit
“H”
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Installation
Guidelines;
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Exhibit
“I”
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Product
Pricing;
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Exhibit
“J”
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Taxes
Applicable to Distributor;
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Exhibit
“K”
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Standard
for Distributor’s Inspection of
Products.
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1.13 ‘Installation
Guidelines’
means
the approved requirements for the installation of ACCC Conductor and accessories
as promulgated by CTC in its installation manual or guidelines from time to
time.
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1.14 ‘Product(s)’
means
ACCC Core, ACCC Conductor and/or ACCC Accessories purchased from CTC or a Third
Party authorized by CTC.
1.15 ‘Purchase
Order’
means
the document which sets forth the quantities of each Product ordered and
delivery dates mutually agreed by Distributor and CTC.
1.16 ‘Receiving
Party’
means
the party that receives Confidential Information from the Disclosing
Party.
1.17 ‘Regulatory
Authorities’
means
governmental or regulatory authorities having jurisdiction over the manufacture,
commercial sale and installation and/or use of any Product.
1.18 ‘Sale’
or
‘Sold’
means
when Product is delivered, invoiced, or paid for, whichever occurs
first.
1.19 ‘Sales
Territory’ means
the
region into which Distributor may only sell the Products on an exclusive or
non-exclusive basis for products that are destined for installation and use
within the established Sales Territory. The list of Sales Territories is
attached hereto as Exhibit “A”.
1.20 ‘Specifications’
means,
with respect to the Product, the specifications as described in Exhibit “B”
hereto relating to required mechanical properties of the end
Product.
1.21 ‘Termination
Date’
means 30
January 2008.
1.22 ‘Territory’
means
the Distribution Territory and the Sales Territory.
1.23 ‘Third
Party’
means a
person or entity that is not a party to this Agreement.
1.24 ‘Unsatisfactory
Product’
means a
Product which is defective, inoperative, fails to meet the specifications of
Distributor as described in Exhibit K, for Distributor’s inspection, or fails to
meet the standard CTC provided to Distributor and as a consequence causes the
Products to be rejected, returned or non-usable.
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Article
2 Distributorship
2.1 Appointment.
CTC
hereby appoints Distributor as CTC’s exclusive distributor of Products in the
Territory with the right to promote, distribute, market and sell Products during
the term of this Agreement. Distributor shall have the right to appoint
sub-distributors at its discretion provided, however, that any such
sub-distributors adhere to the terms and conditions herein. Distributor hereby
accepts such appointment as distributor. As long as an exclusive Distribution
appointment by CTC exists, any sale of Product in the Territory shall be made
through Distributor. CTC shall not provide ACCC Products to any other
distributor in the Territory and CTC shall not provide ACCC Products to any
customer in the Territory without Distributor’s prior written
consent.
2.2 Obligations
of Distributor.
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(i)
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Distributor
shall adhere to CTC’s rules for handling and storage as set forth Exhibit
G. Such rules for handling and storage shall not be more or higher
than
those applicable to other
distributor.
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(ii)
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Distributor
shall distribute Product provided by CTC or a Third Party authorized
by
CTC.
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(iii)
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Subject
to Article 6.0 hereof and specific Purchase Order, Distributor shall
strictly adhere to the procedures for transport, delivery and sale
of the
Products to Third Parties as set forth in Exhibits A, C, and
D.
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Distributor
shall accept product installation training from CTC. Distributor
shall be
obligated to dispatch engineers to the site and provide installation
guidance to its customers. Distributor shall be obligated to provide
to
its employees and Customers Product installation training and
certification, training in marketing and sale of the Products and
supervision of Product installation. Distributor will use due diligence
to
install ACCC Conductor in accordance with CTC’s specifications and
operating conditions. Distributor shall keep a record of installation
and
Product performance according to the instructions set forth in Exhibit
H.
Distributor shall provide CTC with the record of installation within
a
reasonable time following completion of installation.
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(v)
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Distributor
shall use commercially reasonable efforts to promote the sale of
Product
in the Territory. Distributor shall not knowingly detract from CTC’s good
name or the reputation of Product.
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(vi)
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Distributor
shall handle import duties in accordance with the applicable PRC
law;
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(vii)
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Stranding
of ACCC Cable.
Subject to satisfying the specific requirements of a separate
qualification agreement, and provided Distributor is not in default
under
the Distribution Agreement, Distributor shall undertake to strand
ACCC
core with trapezoidal aluminum wire in accordance with the requirements
set forth by CTC. Distributor shall undertake and complete the
qualification process within twelve
(12) calendar months after
the execution of this Agreement. CTC shall provide assistance in
such
qualification process upon the request by Distributor. As CTC does
not
possess this capability, Distributor shall be responsible for developing
its own equipment and using such equipment designed for the stranding
of
trapezoidal wire in this process. Distributor shall be responsible
for
developing its own process to accomplish this stranding. Upon the
receipt
of Distributor’s ACCC Conductor stranding qualification samples, CTC shall
complete testing of Distributor’s ACCC Conductor qualification samples
within seven (7) working days. Subject to Distributor demonstrating
to
CTC’s satisfaction that the final product fully meets all required
specifications, and subject to the conditions defined in Article
2.0, CTC
shall grant Distributor the right to strand ACCC Cable using ACCC
Core
supplied by CTC. This right and requirement to strand shall be subject
to
CTC’s standard Manufacturing Agreement, which Distributor shall
execute.
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2.3 Restrictions
of Sale.
During
the term of and subject the terms of this Agreement, Distributor shall sell
and
deliver Product subject to the following restrictions:
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Distributor
may Sell Product to Third Parties within the Territory as further
specified herein on an exclusive basis, only for installation within
the
Distribution Territory;
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| (ii) |
Distributor
may Sell Product to Third Parties outside the Territory (but within
the
borders of greater Peoples Republic of China including mainland China,
Hongkong Special Administration Region, Macao Special Administration
Region) on a non-exclusive basis. The Parties shall negotiate in good
faith on the expansion of the Territory into other areas of Asia following
the completion of the Agreement if Distributor has satisfied the Minimum
Purchase Requirement hereunder. Any such expansion will be subject
to the
consent of CTC, which consent may not unreasonably withheld;
or
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| (iii) |
Distributor
may Sell Product directly to Third Parties in response to a written
request from CTC.
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2.4 Obligations
of CTC
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CTC
shall appoint Distributor as its the sole and exclusive distributor
in the
Territory during the term of this
Agreement.
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CTC
shall sell Products in accordance with the quantity and quality ordered
by
Distributor subject to the terms and conditions of this
Agreement.
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Subject
to the conditions of Articles 6.0 and 14.0 herein, CTC shall ship out
Products before or on the delivery date specified in the documents
of
every round of Product sale.
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CTC
shall provide technical support and personnel as requested by Distributor
on an ad hoc basis, subject to availability and in accordance with
the
following terms:
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CTC
shall provide line design and marketing support from time to time where
requested by Distributor, either directly or through an authorized
representative.
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When
requested by Distributor, CTC shall supply technical personnel on-site
within the Territory as defined in Appendix
E;
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CTC
shall make available to Distributor CTC’s technical information to the
extent necessary for the installation and sale of Products by Distributor.
All information furnished to Distributor pursuant to this Agreement
shall
be deemed included in CTC’s Confidential Information and shall be deemed
subject to confidentiality provisions as set forth Article
11.0.
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| (5) |
CTC
shall provide or execute such documentation as may be necessary for
Distributor to establish their legal right and authorization to resell
the
Products within the Territory.
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| (6) |
CTC
shall support Distributor’s activities at such fairs and trade shows as
Distributor may elect to participate for the purpose of promoting the
Products. Such support shall be pre-planned and limited to no more
one
trip per quarter for CTC personnel.
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Upon
receipt of notification from Distributor of the sale of Products within
the Territory by anyone not authorized by Distributor, CTC shall take
such
steps as may be within its reasonable ability to seek to stop such
activities. In the event that CTC believes that it is unable to take
effective action to terminate such infringing conduct, CTC shall advise
Distributor and afford Distributor the right and opportunity to take
action to terminate such infringing conduct, and CTC shall provide
Distributor with its reasonable assistance in that
effort.
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In
addition, CTC shall abide by such obligations provided in other articles
hereof.
Article
3 Prices
and Terms
3.1 Prices.
CTC
shall sell to Distributor, and Distributor shall buy from CTC, any product
listed in Exhibit B hereto as well as updated or newly developed ones in
relation to Products, at the prices mutually agreed by CTC and Distributor,
which is reflected in any specific document of every round of sale, including
but not limited to the respondence, the Purchase Order or the contract, with
payment therefore to be made in U.S. dollars. [ ***]
The
pricing shown in Exhibit I does not include any federal, state or local
turn-over taxes that may be applicable to the Products, but excluding any income
tax. CTC will not escalate prices unless the price for aluminum rises to above
$3300 per tonne as listed on the London Metal Exchange Cash Settlement Rate.
[***].
3.2 Orders
for Product.
CTC
shall sell Product to Distributor in such quantities and at such times as
Distributor may reasonably request as set forth in Article 5.0 herein, and
as
CTC agrees to accept by written acceptance of Distributor’s Purchase Order.
Orders for Product shall be given by Distributor’s firm Purchase Orders, and
shall be subject to all of the provisions of this Article 3.0 in addition to
CTC
and Distributor standard Purchase Order Terms and Conditions. Where Purchase
Order has been accepted by CTC, in case of any conflict between this Agreement
and the Purchase Order Terms and Conditions, the Purchase Order shall govern.
Each order for Product given to CTC shall specify a reasonable delivery date
in
view of the requirements of Distributor’s customers, the quantity, pricing and
the description of the Product ordered. CTC shall accept Distributor Purchase
Orders and offer the price of the Products within five (5) working days after
it
receives them. Where CTC is unable to provide such Products in accordance with
the Purchase Order delivery date specified therein, it shall also notify
Distributor within five (5) working days upon receiving the Purchase Order.
Failure of CTC to deliver a notice of non-acceptance to Distributor within
such
five (5) day period shall be deemed as rejection of the Purchase Order.
[***]
This
material has been omitted pursuant to a request for confidential treatment
and
filed separately with the Securities and Exchange Commission.
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3.3 Taxes.
When CTC
has a legal obligation to collect federal, state, or local taxes imposed on
Distributor, the amount so collected shall be added to Distributor’s invoice and
shall be paid by Distributor. Any taxes imposed on Distributor shall be
specified in Exhibit J hereto. Any alteration to such taxes shall be notified
in
writing to Distributor three (3) months in advance.
In
the
event that, under the applicable law, Distributor may enjoy any tax preference
treatment in U.S., CTC shall be responsible for applying for and obtaining
such
treatment on behalf of Distributor, and Distributor shall in reasonable respects
provide assistance.
3.4 Claim
for Shortage. Distributor
shall submit in writing to CTC all claims for shortages in shipments within
five
(5) working days of receipt of Product. CTC shall make best effort to ship
supplement Product as soon as possible after receipt of each claim and shall
bear the expenses and costs including but not limited to Customers declaration
fee, material and transit costs to rectify the shortage.
3.5 Distribution
Prices. Distributor
shall solely determine the prices at which it resells
the
Product in the Territory.
3.6 Product
Shipment. CTC
shall
ship to Distributor directly pursuant to Article 6.1.
3.7 Sales
of ACCC Accessories. Any
ACCC
Accessories sold in conjunction with the Sale of Products must either (i) be
produced by a manufacturer duly licensed by CTC (splices and dead ends), or
(ii)
have been approved by CTC for use in conjunction with ACCC Conductor (other
accessories).
3.8 Inspection
of Product by Distributor. Distributor
shall have the right to inspect the Products purchased from CTC within one
(1)
month upon the actual installation or use of the Product but in not event
exceeding six (6) months of upon receipt of Distributor. Where the Products
are
deemed as Unsatisfactory Product in accordance with Exhibit K hereto, the
remedies of Distributor shall include, without limitation, replacement of
Products by CTC, CIF to the named destination without obligation to Distributor.
Evidence of unacceptability must be made available to CTC before replacement
of
the Product.
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Article
4 ACCC
Conductor Certification
4.1 External
Regulatory Approvals in the Distribution Territory.
The
Distributor shall be responsible for obtaining appropriate certification from
the State Grid as required to certify the use of Product for use in the
transport and distribution of electricity in the Territory prior to making
any
Sale. CTC shall cooperate in all reasonable respects in the certification
process.
Article
5 Minimum
Sales
5.1 Minimum
Purchase Requirements.
The
Distributor shall place non-cancellable Purchase Orders for a non-returnable
minimum of six hundred (600) kilometers of ACCC Conductor per each calendar
quarter during the term of this Agreement beginning on the Effective Date of
this Agreement; and subject to the extension of the term of this Agreement
pursuant to Article 12.1 of this Agreement, Distributor shall place orders
for a
non-returnable minimum quantity of nine hundred (900) km of ACCC Cable per
calendar quarter for Year 2, and one thousand and two hundred (1200) km per
quarter for remainder of the term of this Agreement (“Minimum
Purchase Requirements”).
The
Minimum Purchase Requirement may be, at Distributor’s sole option, changed to
ACCC Core once Distributor has been qualified by CTC as a certified ACCC Cable
producer utilizing ACCC Core supplied by CTC. The principal terms of this
Minimum Purchase Requirement are set forth in Exhibit C.
Provided
that the Purchase Order proposed by the Distributor concurs with the conditions
of this Agreement, if CTC fails to accept Purchase Orders for any reason or
CTC
provides Unsatisfactory Products, Distributor shall maintain its exclusivity
and
shall be correspondingly exempted from the relevant liabilities in relation
to
Minimum Purchase Requirements under this Agreement.
5.2 Notice
of Failure to Meet Minimum Purchase Requirements.
Subject
to Article 3.2, Distributor will promptly notify CTC if it will be unable to
purchase Product in accordance with Minimum Purchase Requirements. Distributor
shall maintain its exclusivity so long as Minimum Purchase Requirements are
met.
If Distributor fails to meet Minimum Purchase Requirements in any one particular
quarter, CTC shall have the option: (a) waive the Minimum Purchase Requirement
for that particular quarter, ( b) to convert Distributor’s appointment granted
in Article 2.1 hereof, to a non-exclusive appointment in the Territory,
notwithstanding anything to the contrary in Article 2.1; or (c) to terminate
this Agreement in its entirety; provided that CTC give Distributor thirty (30)
days written notice of its election. Where CTC elects option (a) above, any
waiver by CTC on any particular failure by Distributor of its Minimum Purchase
Requirements shall not be considered a waiver of any subsequent Minimum Purchase
Requirements. Where CTC elects the option (b) hereinbefore, Distributor’s
appointment shall be converted to a non-exclusive one and correspondingly,
Distributor’s obligation of Minimum Purchase Requirements shall be released from
the effective date of conversion. CTC shall also be released from the pricing
guidelines defined in Article 3.1 and Exhibit I.
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5.3 Labeling
of Product.
The
Distributor shall cause the Product to be labeled and packaged in accordance
with the applicable requirements of the appropriate Regulatory Authorities
in
the Territory; and in accordance with the reasonable written instructions of
the
Customer in the Territory. Distributor may also use its own label on the
Products as long as CTC’s label remains on all Products.
5.4 Trademarks.
(i)
All
Product sold and distributed shall bear CTC’s logo and the words in English “CTC
Cable Corporation ACCC Conductor”.
(ii)
During
the term of this Agreement, Distributor shall have the right to indicate to
the
public that it is an authorized distributor of the Products and to advertise
within the Territory such Products under the trademarks, service marks and
trade
names that CTC may adopt from time to time or may have the right to use
(“CTC
Trademarks”).
Distributor shall not alter or remove any CTC Trademark applied to the Products.
Nothing herein shall grant to Distributor any right, title or interest in CTC
Trademarks, and all use of such Trademarks by Distributor shall ensure solely
to
the benefit of CTC.
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Article
6 Transport
and Delivery of Product
6.1 Delivery.
CTC
shall ship the Products in accordance with the terms of the Purchase Order.
In
the absence of any terms in any Purchase Order between CTC and Distributor,
CTC
will make all reasonable commercial efforts to deliver the Product to the Port
of Shanghai within one hundred (100) days after confirmation of the terms of
the
order by Distributor, however the Products shall be shipped out within one
hundred (100) days upon delivery date of the confirmation of the price offered
by CTC of the Products and be in accordance with INCOTERMS 2000, CIF named
port
of shipment.
6.2 Reels
and Packaging.
ACCC
Conductor will be shipped on either steel or wood reels. Each reel of Product
shall be labeled in accordance with the requirements of Exhibit F and usually
shipped in standard containers. The minimum specifications of any reels used
for
the transport of Product are fixed in Exhibit F. All reels of Product must
be
labeled with the minimum information, in English, that is contained in Exhibit
F.
Article
7 Warranty
7.1 Warranty. CTC
hereby represents and warrants that Product, either provided by CTC or any
Third
Party authorized by CTC, at the time of shipment shall meet CTC Specifications
as set forth in Exhibit B. This Warranty shall be effective for a period of
twelve (12) months after the date of installation of Product by the end user,
but not longer than twenty four (24) months from the date of CTC’s invoice
covering the Product provided that (i) Distributor gives CTC written notice
of
any defect within thirty (30) days of discovery of such defect; and (ii) that
Product fails during normal use within one year from the date of installation
(the commencement of such one year to be not more than twelve (12) months from
the date of CTC’s invoice covering the Product), provided that Product was
installed in accordance with CTC approved procedures as set forth in Exhibit
G
and by Authorized ACCC Installers; and (iii) that the failure was caused by
defects in material or workmanship in existence at the time of shipment. In
the
event that the Distributor needs to extend the storage time prior to
installation, CTC will extend the warranty period for an additional six (6)
months for a fee of one percent (1%) of the ACCC conductor price per meter
for
the total number of meters to be extended, payable at date of the extension.
CTC
hereby
authorizes Distributor to pass on CTC standard warranty as set forth in this
Article 7.1.
CTC
possesses all rights in and to the Products necessary to sell and/or distribute
the Products within the Territory.
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The
sale
of the Products within the Territory by Distributor in accordance with the
terms
and conditions of this Agreement will not violate the rights of any third
parties: (i) to sell reproductions of the Products within the Territory or
(ii)
with respect to the reproduction of their intellectual property or other
contributions to the Products.
This
Agreement does not conflict with or violate any rights, licenses or agreements
which CTC may have with any other party.
CTC
will
support Distributor in obtaining a certificate or certificates of compliance
from necessary governing bodies in China, with respect to all applicable
materials associated with Products, which records shall be maintained by CTC’s
custodian of records at its place of business, as applicable, in complete
compliance with applicable law.
Products
shall comply with CTC Specifications as described in Exhibit B hereto, Standard
for Distributor’s Inspection of Products as described in Exhibit K hereto,
relevant laws, codes and regulations within each of the relevant areas where
Products are intended to be sold, regulating the distribution, sale, resale,
environment and safety, as well as any other areas that are applicable to the
Products;
CTC
shall
deliver Products on or before the delivery date specified in the Purchase Order
and in accordance with Article 6.1 .
Products
shall meet the minimum standards of safety in the industry within each of the
relevant areas where Products are intended to be sold;
CTC
represents and warrants that Products supplied pursuant to this Agreement will
comply with the CTC’s, Distributor’s Products requirements and the Products
design and specifications in Exhibit B and Exhibit K hereto;
CTC
undertakes that CTC shall supply hardware to Distributor for sale in China
in
accordance with the requirement by Distributor. Such hardware shall not infringe
upon any third party’s rights.
7.2 THE
FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EITHER EXPRESS OR
IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR
PURPOSE AND ANY OTHER OBLIGATION ON THE PART OF CTC OR DISTRIBUTOR.
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Article
8 Indemnification
8.1
Distributor
Indemnification.
Provided
that the Products meet CTC Specifications and Article 7.1 hereof is abided
by
CTC, Distributor will indemnify CTC against and hold it harmless from any
and
all loss or liability payable to Third Parties for any and all judgments,
claims, causes of action, suits, proceedings, losses, damages, demands,
fees,
expenses, fines, penalties or costs (including without limitation reasonable
attorney’s fees, costs and disbursements) based on or arising out of any claim
made against CTC or Distributor, except in the case of willful misconduct
on the
part of CTC. Distributor shall have the right to control the proceedings
through
counsel of its choice and to settle the case or claim, provided that Distributor
secures a full release for CTC. CTC may participate in all such proceedings
at
its own costs and expense.
Further,
the Parties shall cooperate with each other in a reasonable manner at their
own
expense to provide information and access to personnel related to the defense
of
such matter.
Notwithstanding
the obligations of this Article 8.1, under no circumstances shall Distributor’s
cumulative total liability exceed $US [ ***]
per each
calendar year for the Term of this Agreement; except in the case that
Distributor is ruled by a court of final jurisdiction with no right of appeal
to
be liable as a result of its willful misconduct, Distributor’s cumulative total
liability pursuant to this section 8.1 shall not exceed $US [***] per each
calendar year for the Term of this Agreement.
8.2 CTC
Indemnification.
CTC
shall indemnify and hold Distributor harmless from any and all loss or liability
payable to Third Parties for any and all judgments, claims, causes of action,
suits, proceedings, damages, demands, fees, expenses, fines, penalties and
costs
(including without limitation reasonable attorney’s fees, costs and
disbursements) arising from any claim made against CTC or Distributor to the
extent that it results from breach of CTC’s warranty in Article 7.1. CTC shall
have the right to control the proceedings through counsel of its choice and
to
settle the case or claim, provided that CTC secures a full release for
Distributor. Distributor may participate in all such proceedings at its own
costs and expense.
[***]
This
material has been omitted pursuant to a request for confidential treatment
and
filed separately with the Securities and Exchange
Commission.
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Further,
the Parties shall cooperate with each other in a reasonable manner at their
own
expense to provide information and access to personnel related to the defense
of
such matters.
Notwithstanding
the obligations of this Article 8.2, under no circumstances shall CTC’s
cumulative total liability exceed $US [ ***]
per each
calendar year for the Term of this Agreement; except in the case that CTC is
ruled by a court of final jurisdiction with no right of appeal to be liable
as a
result of its willful misconduct, CTC’s cumulative total liability pursuant to
this section 8.2 shall not exceed $US [***] per each calendar year for the
Term
of this Agreement.
8.3 NEITHER
PARTY SHALL UNDER ANY CIRCUMSTANCES BE LIABLE TO THE OTHER PARTY OR ITS
AFFILIATES FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES IN
ANY
WAY RELATED TO PRODUCT.
8.4 Insurance.
Subject
to the specific term of INCOTERMS 2000 employed in every round of sale of
Products, CTC and Distributor each represent that they are sufficiently
self-insured or insured against any liability arising under this Article
8.0.
Article
9 ACCC
Conductor Installation
9.1 Distributor
shall be obligated to provide to its employees and Customers Product
installation training and certification, training in marketing and sale of
the
Products and supervision of Product installation.
9.2 CTC
shall
provide technical support and personnel as requested by Distributor on an ad
hoc
basis, based on availability and in accordance with the following
terms:
(i)
CTC
shall, at its option, provide line design and marketing support from time to
time or as requested by Distributor, either directly or through an authorized
representative;
(ii)
When
requested by Distributor, CTC shall, at its option, supply technical personnel
on-site within the Territory as defined in Exhibit E;
(iii)
CTC
shall
make available to Distributor CTC’s technical information to the extent
necessary for the installation and sale of Products by Distributor. All
information furnished to Distributor pursuant to this Section 9.0 shall be
deemed included in CTC’s Confidential Information and shall be deemed subject to
confidentiality provisions as set forth in Article 11.0.
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9.3 Technical
support or assistance provided by CTC shall be free, if is derived from CTC’s
failure to satisfy the obligations under this Agreement. Distributor will use
due diligence to install ACCC Conductor in accordance with CTC’s specifications
and operating conditions. Distributor shall keep a record of installation and
Product performance according to the instructions set forth in Exhibit H.
Distributor may provide CTC with the record of installations, in English, within
a reasonable time (not to exceed 30 calendar days) following completion of
installation.
9.4 Where
CTC
has reasonable cause and has obtained written consent from Distributor, CTC
shall have access to all ACCC Conductor sites within the Territory and reserves
the right to audit such sites at its option. CTC shall further have access
to
all ACCC installation and operational data at Distributor’s facility during
normal working hours.
Article
10 Intellectual
Property Right
10.1 Distributor
acknowledges that CTC claims it owns all patents, trademarks, trade names,
copyrights, trade secrets, and mask work rights applicable to the Products.
The
use by Distributor of any of these intellectual property rights is authorized
only for the purposes herein set forth, and upon termination of this Agreement
for any reason such authorization shall cease.
10.2 The
intellectual property rights granted herein are strictly limited to the sale
of
Product under the terms and conditions herein. No rights, expressly or by
implication, are granted to Distributor to manufacture, duplicate or otherwise
copy or reproduce any of the Products. Distributor hereby agrees not to
manufacture, duplicate or otherwise copy or reproduce any Products or ACCC
accessories. Distributor further agrees not to use, duplicate or otherwise
copy
any CTC Intellectual Property or CTC Confidential Information beyond the
purposes set forth in this Agreement.
10.3 Where
any
intellectual property right in or to improvement, enhancement, or modification
is made by Distributor regarding Products or the installation thereof on the
basis of the intellectual property owned by CTC, such IP right shall belong
to Distributor and Distributor hereby grants CTC an non-exclusive, royalty
free,
and irrevocable license to use such intellectual property right.
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Article
11 Confidential
Information
11.1 Both
Parties acknowledge that each Party has a legitimate and continuing proprietary
interest in the protection of its Confidential Information (as defined below)
and that, prior to the date hereof, each has invested substantial sums and
will
continue to invest substantial sums, to develop, maintain and protect such
Confidential Information. Both Parties further acknowledge that the Confidential
Information has value throughout the world, loss of which value may cause
irreparable harm. Consequently, in order to protect Confidential Information,
the Parties agree to the following confidentiality provisions. The Receiving
Party shall have a duty to protect only that Confidential Information which
is
either (a) disclosed by the Disclosing Party in writing or other tangible form
and clearly identified thereon as confidential or proprietary at the time of
first disclosure, or (b) disclosed by the Disclosing Party in any other manner
and identified as confidential at the time of disclosure and is also summarized
and designated as confidential in a written memorandum delivered to the
Receiving Party within thirty (30) days of the disclosure.
11.2 The
Receiving Party agrees to use the Confidential Information for the sole limited
purpose of its performance under this Agreement and for any other purpose which
the Disclosing Party authorizes in writing (collectively, the “Purpose”) and not
for any other purpose whatsoever. The Receiving Party shall not use the
Confidential Information in any manner which is detrimental to the Disclosing
Party. The Receiving Party also agrees that it shall limit dissemination of
the
Confidential Information only to those of its employees or employees of
Affiliates who have a need to know in relation to the Purpose. The Receiving
Party shall inform all such employees of the confidential nature of the
Confidential Information. The Receiving Party further agrees that it shall
use
the same degree of care to protect the Confidential Information as the Receiving
Party uses to protect its own proprietary information, which in any event shall
be no less than a reasonable degree of care, and to prevent communication of
any
Confidential Information, or any portion thereof, to any third party. The
Receiving Party shall ensure that any and all Affiliates to which the Receiving
Party discloses any Confidential Information is bound to protect such
Confidential Information in accordance with the terms of this Agreement prior
to
any such disclosure.
11.3 The
obligations set forth in this Article 11.0 shall survive termination and
expiration of this Agreement.
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11.4 The
obligations of the Receiving Party, contained in Article 11.4 above, shall
not
apply to any Confidential Information which:
| a. |
the
Receiving Party can show was already known to the Receiving Party prior
to
its receipt of the Confidential Information; or
|
| b. |
the
Receiving Party can show was independently developed by the Receiving
Party without use of, or reliance upon, any of the Confidential
Information; or
|
| c. |
is
publicly available or becomes publicly available without a breach of
this
Agreement by the Receiving Party; or
|
| d. |
is
rightfully received by the Receiving Party from a third party who is
not
under a duty of confidentiality to the Disclosing Party;
or
|
| e. |
is
disclosed by the Disclosing Party to a third party without a similar
restriction of the third party’s rights;
or
|
| f. |
is
disclosed pursuant to any judicial or governmental requirement or order;
provided that the Receiving Party takes all reasonable steps to give
the
Disclosing Party sufficient prior notice in order to seek a protective
order or contest such requirement or order, provided that the Receiving
Party’s obligations under this Article 5.0 shall remain in effect with
respect to all third parties except the judicial or governmental entity
issuing the requirement or order.
|
11.5 Upon
request from the Disclosing Party or upon any termination of this Agreement,
whichever shall first occur, and at the direction of the Disclosing Party,
the
Receiving Party agrees to either return to the Disclosing Party or destroy
(and
certify such destruction in writing to the Disclosing Party) all Confidential
Information, and all copies thereof as well as all notes, documents, summaries
and other recordings of the Confidential Information then in its possession,
and
to permanently delete all email and electronic files containing any Confidential
Information from its systems except that the Receiving Party may retain one
archival copy thereof in the office of its legal counsel, which copy shall
perpetually remain subject to all of the confidentiality obligations contained
herein until such copy has been returned to the Disclosing Party or destroyed
by
the Receiving Party and certified destroyed to the Disclosing Party by the
Receiving Party.
11.6 All
Confidential Information hereunder remains the sole property of the Disclosing
Party. The Disclosing Party warrants that it has the right to disclose its
Confidential Information to the Receiving Party under this Agreement. The
Disclosing Party does not warrant the accuracy, completeness or suitability
for
a particular purpose of any Confidential Information disclosed and provides
such
Confidential Information on an “as is” basis.
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11.7 This
Agreement imposes no obligation on either party to disclose any of its
Confidential Information to the other party hereto, or to make any use of
Confidential Information which it receives from the other party. No rights
or
obligations other than those expressly recited herein are to be implied from
this Agreement. Nothing in this Agreement shall be construed to convey to the
Receiving Party any right, title or interest in any Confidential Information,
or
any license to use, sell, distribute, exploit, copy or further develop the
Confidential Information in any way. Furthermore, no license is hereby granted
or implied to the Receiving Party under any patent, copyright or trademark,
any
application for any of the foregoing, or any trade name, trade secret or other
intellectual property right in which the Disclosing Party has any right, title
or interest. Nothing herein shall in any way affect the present or prospective
rights of the parties hereto under the patent, copyright or other intellectual
property laws of any country.
11.8 Press
Releases.
Neither
party shall, without the prior written authorization of the other party,
disclose to any Third Party the terms and conditions of this Agreement, except
as may be necessary to establish or assert rights hereunder, or as may be
required by law or governmental regulations. The Parties agree that this
Agreement may be disclosed to potential investors and their agents (including
underwriters, brokers and accountants), and may be disclosed in filings with
the
Securities and Exchange Commission. As one purpose of this Agreement is to
publicize the relationship created by this Agreement, it is the Parties
intention to effect press releases and to create marketing materials regarding
the distribution of Product by Distributor. To the extent possible, the Parties
agree to coordinate their efforts in this regard, provided, however, that any
such publication is made pursuant to the terms herein.
11.9 Competitive
Products. During
the Term of this Agreement and any extensions that may be granted to this Term
neither Distributor nor its Affiliates shall manufacture or market: (a) any
electrical transmission or distribution line products having a composite
material serving as a strength member, or (b) any cable accessories intended
to
compete with ACCC Accessories
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Article
12 Term
And Termination
12.1 Term.
The
initial term of this Agreement shall commence as of the Effective Date, and
shall remain in effect through the Termination Date. Provided that (a)
Distributor has fully and completely complied with terms and conditions of
this
Agreement through the Termination Date, and (b) has fulfilled all of the terms
and conditions of the Stranding Qualification Agreement which shall otherwise
be
executed by the Parties , and (c) executes CTC’s standard Manufacturing
Agreement dealing with cable stranding, Distributor shall have the right to
renew this Agreement for an additional period of two (2) years by providing
CTC
with written notice of its intention to renew this Agreement at least three
(3)
months prior to the Termination Date.
12.2 Voluntary
Termination.
Each
Party shall have the right to terminate this Agreement by giving the other
Party
written notice within 30 calendar days, only if:
(i)
the
other
Party violates or fails to perform any material provision of this Agreement
in
any material respect, and such failure continues unremedied for a period of
thirty (30) days after the date the notifying Party gives written notice to
the
defaulting Party with respect thereto; or
(ii)
the
other
Party is declared insolvent or bankrupt by a court of competent jurisdiction,
or
a voluntary petition of bankruptcy is filed in any court of competent
jurisdiction by the other Party, or the other Party makes or executes any
assignment for the benefit of creditors, or a receiver is appointed to control
the business of the other Party; or
(iii)
a
Regulatory Authority orders that Distributor cease distributing the
Product.
This
Agreement shall terminate immediately upon the giving of notice of termination
pursuant to this Article 12.2.
12.3 Completion
of Orders Outstanding.
Subject
to Article 6.0 hereof and specific Purchase Order, the termination of this
Agreement shall not operate to relieve CTC from its obligation to deliver all
Product ordered through Purchase Orders provided to CTC prior to receipt of
notice of such termination.
12.4 Remainder
of Products.
Distributor shall be entitled to continue to sell the remainder of Product
after
the Termination Date within the Territory.
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Article
13 Interpretation,
Governing Law & Dispute Resolution
13.1 Compliance
with Laws.
Distributor shall be responsible for complying with all laws, including but
not
limited to any statute, rule, regulation, judgment, decree, order, or permit
applicable to its performance under this Agreement.
13.2 Governing
Law.
The
rights and obligations of the parties under this Agreement shall be governed
by
the laws of the State of California (without regard to principles of conflict
of
law), including, but not limited to, the California Uniform Commercial Code.
The
application of the United Nations Convention on Contracts for the International
Sale of Goods is hereby specifically excluded by the Parties. Such exclusion
shall include the United Nations Convention on the Limitation Period in the
International Sale of Goods.
13.3 Dispute
Resolution.
In the
event of any dispute, claim, question, or disagreement arising from or relating
to this agreement or the breach thereof, the Parties hereto shall use their
best
efforts to settle the dispute, claim, question, or disagreement. To this effect,
they shall consult and negotiate with each other in good faith and, recognizing
their mutual interests, attempt to reach a just and equitable solution
satisfactory to both Parties. [ ], as the authority institution mutually agreed
may be engaged to resolve the technology problem of Product. If they do not
reach such solution within a period of sixty (60) days, then, upon notice by
either Party to the other, all disputes, claims, questions, or differences
shall
be finally settled by arbitration administered by Hong Kong International
Arbitration Centre in accordance with the provisions of its arbitration rules
in
effect at the time of applying for arbitration. Any such arbitration proceedings
will be held in English in Hong Kong. Any judgment on the award rendered by
the
arbitrator(s) may be entered in any court having jurisdiction
thereof.
13.4 Language
and Interpretation.
The
Parties agree that this document may be translated from English to Chinese.
The
English version and the Chinese version shall have the equal authentic. In
the
event of any discrepancy between the two language versions, the Parties shall
try to resolve such discrepancy through friendly discussions. If such friendly
discussions do not resolve such discrepancy, the English version shall be the
official version.
13.5 Interpretation
and Headings.
The
rules of construction to the effect that ambiguities are to be resolved against
the drafting party shall not be employed in the interpretation of this Agreement
or of any amendments or supplements hereto. The section headings are inserted
for convenience of reference only and are not intended to be a part of or to
affect the meaning or interpretation of any of the provisions of this
Agreement.
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13.6 Conflicts
of Interpretation with other agreements.
If any
term or condition of this Agreement conflicts with any attached or referenced
text, this Agreement shall prevail.
Article
14 Force
Majeure
14.1 Force
Majeure Circumstances.
Neither
Party hereto shall be liable to the other for damages, nor shall this Agreement
be terminable by reason of, any delay or default in such Party's performance
hereunder, if such delay or default is caused by conditions beyond such Party's
control including, but not limited to, acts of God, war, terrorism,
insurrection, civil commotion, destruction of production facilities or materials
by earthquake, fire, flood or storm, labor disturbances (including strikes
or
lockouts), epidemic or failure of public utilities.
14.2 Notification
Required.
Any
Party hereto that wishes to invoke force majeure circumstances to excuse its
performance must notify the other Party of the event of force majeure under
Article 14.1 above or, if know in advance, the possibility of such an event
within five (5) days and give details of such event and an estimate as to its
effect on performance promptly thereafter; in addition such Party must employ
all reasonable efforts toward prompt resumption of its performance hereunder
when possible if its performance is delayed or interrupted by reason of such
event.
Article
15 Other
Miscellaneous Provisions
15.1 Relationship.
This
Agreement shall not constitute a partnership, joint venture, or formal business
organization of any kind. Each Party is and shall remain an independent
contractor as to the other Party. The Distributor is not constituted or
appointed an agent or representative of CTC for any purpose, nor shall anything
contained herein be deemed or construed as granting to Distributor any right
or
authority to assume or to create any obligation or responsibility, express
or
implied, for or on behalf of or in the name of CTC.
15.2 Notices.
All
notices and other communications required or desired to be given or sent by
one
party to the other party (“Notice”)
shall
be in writing, in the English language, and shall be deemed to have been
given:
(i)
on
the
date of delivery, if delivered to the persons identified below;
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(ii)
ten
(10)
calendar days after mailing if mailed, with proper postage, by certified or
registered airmail, postage prepaid, return receipt requested, addressed as
set
forth below;
(iii)
on
the
date of receipt if sent by telex or telecopy, and confirmed in writing in the
manner set forth in on or before the next day after the sending of the telex
or
telecopy; or
(iv)
two
business days after delivered to an internationally recognized overnight courier
service marked for overnight delivery as follows:
If
to
CTC, to:
CTC
Cable Corporation
0000
XxXxx Xxxxxx
Xxxxxx,
XX 00000
Attention: The
President
Telephone: x0-000-000-0000
Facsimile: x0-000-000-0000
If
to
Distributor, to:
Far
East Composite Technology Co. Ltd
#200
Fanxing Rd. Gaocheng Town
Yixing
City, Jiangsu 214257, PRC
Attention: General
Manager
Telephone: x00-0000-00000000
x00-0000-00000000
Facsimile: x00-0000-00000000
x00-0000-00000000
Either
Party may change its address for notification purposes provided it gives Notice
of such change in accordance with this Article.
15.3 Waiver;
Unenforceability.
Failure
by either Party to enforce any of the provisions of the Agreement shall not
be
construed as a waiver of such provisions. If any of the provisions of this
Agreement are held unlawful or otherwise ineffective by a court of competent
jurisdiction, the remainder of the Agreement shall remain in full
force.
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15.4 Exhibits.
The
Exhibits hereto form part of this Agreement.
15.5 Entire
Agreement.
The
Parties hereto acknowledge that each has read this Agreement, understands it,
and agrees to be bound by its terms. The Parties further agree that this
Agreement and any modifications made pursuant to it, constitute the complete
and
exclusive written expression of the terms of the Agreement between the Parties,
and supersedes all prior or contemporaneous proposals, understandings,
representations, conditions, warranties, covenants, and all other communications
between the Parties relating to the subject matter of this Agreement, whether
oral or written. The Parties further agree that this Agreement may not in any
way be explained or supplemented by a prior or existing course of dealing
between the Parties, by any usage of trade or custom, or by any prior
performance between the Parties pursuant to this Agreement or
otherwise.
15.6 Binding
force and benefit; assignment.
This
Agreement shall be binding upon and inure to the benefit of the Parties, their
successors and permitted assigns. Neither Party may assign this Agreement
without the prior written consent of the non-assigning Party.
15.7 Counterparts.
This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed to be an original, but all of which together shall constitute one and
the
same agreement.
IN
WITNESS WHEREOF,
the
Parties have caused this Agreement to be executed by their duly authorized
representatives signing here below, effective as from the Effective
Date:
|
For:
|
CTC
Cable Corporation
|
For:
|
Far
East Composite Technology Co. Ltd
|
|
|
/s/
Xxxxxx X. Xxxx
|
/s/
Xxxxx Xxxxxx
|
|||
|
By:
|
Xxxxxx
X. Xxxx
|
By:
|
Xxxxx
Xxxxxx
|
|
|
President
|
General
Manager
|
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CTC
Cable ACCC Conductor Distribution Agreement
Exhibit
A
Territory
Definition
For
purposes of this Agreement, Territory shall be the Provinces and Municipalities
specifically identified in this Exhibit A. The Distributor shall have sole
rights to distribute any of CTC Cable ACCC Conductor in the following Provinces
and Municipalities in the People’s Republic of China on an exclusive basis. The
Territory shall be subject to any enlargement agreed upon between the Parties.
The Distributor may distribute or sell CTC Cable ACCC Conductor outside of
this
area in China on a non-exclusive basis. The Distributor may not promote,
distribute or sell CTC ACCC Conductor or ACCC Accessories outside of China
without the prior approval of CTC.
Provinces
Shanghai
Zhejiang
Sichuan
Hubei
Jiangxi
Anhui
Guangxi
Shandong
Hunan
Hainan
If
Distributor is successful in securing a Purchase Order for ACCC Conductor from
a
power bureau, utility, power infrastructure provider or any other Customer
in a
province outside of the provinces listed above, Distributor may request and
CTC
shall consent that CTC include the particular power bureau, utility, power
infrastructure provider or such other Customer in the exclusive relationships
assigned to Distributor. CTC must approve the inclusion of the agency in writing
to Distributor.
Distributor
defines the four companies which had established business relationships,
including:
Jiangsu
Province Electric Power Co., Ltd.
Fujian
Province Electric Power Co., Ltd.
Liaoning
Province Electric Power Co., Ltd.
Guangdong
Province Electric Power Co., Ltd.
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CTC
Cable ACCC Conductor Distribution Agreement
Exhibit
B
Specifications
Specifications
describing the Products included in this Agreement are included
herein.
CABLE
DATA SHEETS PROVIDED SEPARATELY
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CTC
Cable ACCC Conductor Distribution Agreement
Exhibit
C
Minimum
Sales and Purchases
The
principal terms of the Minimum purchase requirements set forth in Article 5.1
are as follows:
|
a)
|
Subject
to specific Purchase Order of every round of Products sale and Article
6.0
hereof, the ACCC Cable or ACCC Core type required by Distributor
shall be
shipped to Distributor within 100 days after the price offered by
CTC has
been accepted by Distributor;
|
| b) |
Distributor
may buy any of the available ACCC Cable sizes or ACCC Core (when
Far East
completes the Stranding Qualification Agreement and the Minimum Purchase
Requirements).
|
|
c)
|
Quantities
to be delivered in any calendar quarter may consist of more than
one ACCC
Cable type or ACCC Core type as long as the total ACCC cable or ACCC
Core
to be delivered is not less than six hundred (600) km in total length
for
the first year, and if the term of this Agreement is extended in
accordance with Article 11.1 of this Agreement, nine hundred (900)
km per
quarter for the second year and one thousand and two hundred (1200)
km per
quarter for the third year.
|
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CTC
Cable ACCC Conductor Distribution Agreement
Exhibit
D
Standard
Payment Terms
Standard
payment terms shall be as follows:
|
Item
|
When
Due
|
Amount
Due
|
|
ACCC
Conductor and ACCC Accessories
|
Order
Placement
|
[ ***]
of
the total order value for ACCC Conductor and Accessories down payment
by
wire transfer to CTC account.
|
|
30
Calendar Days After Order Placement
|
[***]
of the total order value for ACCC Conductor and Accessories incremental
payment by wire transfer to CTC account.
|
|
|
Shipment
|
Balance
due by Documentary Letter of Credit. Documents will be presented
for
payment upon loading of the ship and creation of the Xxxx of
Lading
|
|
|
Technical
Assistance at CTC Offices
|
Net
15 Days After Invoice Submitted to Distributor
|
Full
amount due by Wire Transfer
|
|
Power
Line Analysis/ Installation Support in the Field
|
Net
15 Days After Invoice Submitted to Distributor
|
Full
amount due by Wire Transfer
|
[***]This
material has been omitted pursuant to a request for confidential treatment
and
filed separately with the Securities and Exchange Commission.
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CTC
Cable ACCC Conductor Distribution Agreement
Exhibit
E
Technical
Assistance from CTC
During
the course of this Agreement Distributor may need technical assistance from
CTC
for the promotion, specification, use, or installation of the Product. CTC
will
make appropriate personnel and resources available to Distributor as needed
and
will provide documentation and collateral materials as requested to advance
the
sale and adoption efforts of the Product in Distributor’s territory.
Technical
assistance is available from CTC per the following schedule:
|
Assistance
|
Rate
|
Comment
|
|
Power
Line Analysis Tool (PLAT) Services
|
$125.00
per hour
|
Up
to 8 hours support provided with each PO at no charge
|
|
PLS
- CADD Support
|
$125.00
per hour
|
Up
to 8 hours support provided with each PO at no charge
|
|
Power
line analysis - on site
|
$1000.00
per day
|
Plus
travel and expenses
|
|
ACCC
Cable Installation Support - on site
|
$1000.00
per day
|
Plus
travel and expenses
|
Technical
assistance will be billed directly to Distributor. Payment terms shall be Net
15
days by Wire Transfer to CTC.
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CTC
Cable ACCC Conductor Distribution Agreement
Exhibit
F
Reel
Specification and Handling
Specific
reels sizes and handling are required for the Product. CTC ships finished ACCC
Conductor on steel reels or wooden reels. Steel reels provide superior support,
strength, and a true spindle hole for mounting on installation equipment,
however properly configured and maintained wood reels are suitable for nearly
all applications. Wood reels will be properly treated per ISPM 15 requirements.
The appropriate reel size and center diameters must be adhered to at all times.
If the ACCC Cable is re-spooled to another reel, it is critical that the
appropriate size reel and center spool diameters be maintained. The following
table defines the appropriate reel sizes for each ACCC Cable size.
|
Conductor
Name
|
Kcmil
/ mm2
|
Steel
Reel
Flange
Diameter
(inches)
|
Minimum
Center
Hub Diameter of Steel Reel (inches)
|
Recommended
Center
Hub Diameter of Wooden Reel(inches)
|
|
Penguin
|
TBD
|
78
|
36
|
42
|
|
Linnet
|
431
/ 220
|
78
|
36
|
42
|
|
Hawk
|
611
/ 310
|
78
|
36
|
42
|
|
Dove
|
713
/ 360
|
78
to 90
|
36
to 42
|
42
|
|
Grosbeak
|
816
/ 410
|
78
to 90
|
36
to 42
|
42
|
|
Drake
|
1020
/ 520
|
90
|
42
|
45
|
|
Cardinal
|
1222
/ 620
|
90
to 96
|
42
to 45
|
45
|
|
Bitttern
|
1572
/ 795
|
96
|
45
|
50
|
|
Lapwing
|
1966
/ 995
|
96
|
45
|
50
|
|
Chukar
|
2242
/ 1135
|
96
|
45
|
50
|
|
Bluebird
|
2727
/ 1380
|
96
|
45
|
50
|
|
Custom
Conductor
|
XXX
|
XXX
|
TBD
|
50
|
The
center hub diameter of reel of ACCC Core shall not less than corresponding
the
center hub diameter of reel of ACCC Conductor specification.
Page
30
Execution
Copy
r2r
CTC
Cable ACCC Conductor Distribution Agreement
Exhibit
G
Product
Handling and Storage
SPECIFICATION
PROVIDED SEPARATELY
Page
31
Execution
Copy
r2r
CTC
Cable ACCC Conductor Distribution Agreement
Exhibit
H
Installation
Guidelines
Page
32
Execution
Copy
r2r
CTC
Cable ACCC Conductor Distribution Agreement
Exhibit
I
Product
Pricing
The
following pricing applies to Product supplied under this Agreement. [ ***]
and is
only valid under the terms of this Agreement.
[***]
may
be earned by exceeding the amount of Product required to be purchased in any
yearly period. An additional [***] will be applied to the quantity in excess
of
the total quantity of ACCC Conductor required to be purchased each month times
twelve months, nominally twenty four hundred (2400) kilometers for Year One.
[***] will be set once the yearly quantity is exceeded.
|
Conductor
Name
|
Kcmil
/ mm2
|
Price
per meter of ACCC Conductor
($)
|
Single
Terminal Pad Deadend Assembly
($)
|
Splice
Assembly
($)
|
|
Penguin
|
XXX
|
XXX
|
XXX
|
XXX
|
|
Linnet
|
431
/ 220
|
[***]
|
[***]
|
[***]
|
|
Hawk
|
611
/ 310
|
[***]
|
[***]
|
[***]
|
|
Dove
|
713
/ 360
|
[***]
|
[***]
|
[***]
|
|
Grosbeak
|
816
/ 410
|
[***]
|
[***]
|
[***]
|
|
Drake
|
1020
/ 520
|
[***]
|
[***]
|
[***]
|
|
Cardinal
|
1222
/ 620
|
[***]
|
[***]
|
[***]
|
|
Bittern
|
1572
/ 795
|
[***]
|
[***]
|
[***]
|
|
Lapwing
|
1966
/ 995
|
[***]
|
XXX
|
XXX
|
|
Chukar
|
2242
/ 1135
|
[***]
|
XXX
|
XXX
|
|
Bluebird
|
2727
/ 1380
|
[***]
|
XXX
|
XXX
|
|
Custom
Conductor
|
XXX
|
XXX
|
XXX
|
XXX
|
Page
33
Execution
Copy
r2r
CTC
Cable ACCC Conductor Distribution Agreement
Exhibit
J
Taxes
Applicable to Distributor
TO
BE
DETERMINED BY BOTH PARTIES
Page
34
Execution
Copy
r2r
CTC
Cable ACCC Conductor Distribution Agreement
Exhibit
K
Standard
for Distributor’s Inspection of Products
Distributor
should inspect the following items:
1.
Package: outside wrapping; wood reel or steel reel; protection packing shall
be
intact.
2.
The
inside packing case has product certificate including Manufacture Time, Batch
No., Executable Standard Specification and Quality Standards and correlation
marking including specification, weight, quantity, length, hoisting up
marking.
3.
Distributor shall inspect ACCC Conductor’s diameter which must be in accordance
with Distributor’s requirement.
4. All
Products must seal the packing, and also the Products must accord with the
packing standard of US export and the packing standard of Chinese
import.
5.
Sample
Inspection for ACCC Core. Tests include Appearance, Tensile Strength, Roller
Bend, Shear Resistance and some correlative tests.
Page
35
