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EXHIBIT 10.1
Advantech Technologies
Distributor Agreement
This agreement is made as of September 10, 1999 between Advantech Technologies,
Inc. with offices at 00000 Xxxxxxxx Xxxxxxx, Xxxxx X-000, Xxxxxx, XX 00000
(hereinafter referred as "Advantech") and Reptron Distribution with corporate
offices located at 00000 XxXxxxxxx Xxxxx, Xxxxx, XX 00000 (hereinafter referred
as the "Distributor").
1. Appointment and Acceptance
Advantech appoints Distributor as its non-exclusive agent to sell products
(enumerated in Paragraph 3, "Products" hereof) in the territory (defined in
Xxxxxxxxx 0, "xxxxxxxxx" hereof); and Distributor accepts the appointment and
agrees to sell Advantech products.
2. Territory
The Distributor's territory shall consist of the states as set forth in Exhibit
C.
3. Products
The products included under this Agreement shall consist of all Advantech
products (as set forth in Exhibit A). Advantech reserves the right to change
its product offering from time to time, without changing this Agreement,
provided notice of such changes is given to the Distributor at least sixty (60)
days prior to their effective date.
4. Quota Commitment and Review
The Distributor commits to a total net purchase amount as its annual sales
quota. The first year quota commitment is as set forth the in Exhibit B.
Distributor's quota performance will be reviewed on a quarterly basis.
5. Prices
The Distributor is granted to purchase products based on Advantech prevailing
Distributor Price (as set forth in Exhibit A). All prices stated are for F.O.B.
Santa Clara, CA, and are exclusive of any beyond factory charges such as taxes,
duties, freight, insurance, etc. Advantech reserves the right to change its
prices from time to time. Advantech agrees to give Distributor thirty (30) days
advance notice of any official price change, which notice shall include the
proposed effective date. All orders received by Advantech after the effective
date will be invoiced at the new price.
6. Payment Terms
Advantech standard payment term is Net 30 days subject to credit, review and
approval. For late payment, Advantech will charge interest on overdue invoices
and may stop shipment to the Distributor until all over due invoices are paid.
7. Additional Obligations of Distributor
(a) Make its best efforts to promote the sales of Advantech products in
the territory through all necessary sales and marketing activities.
(b) Shall not handle any competitor's products without prior
notification to Advantech.
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(c) The Distributor shall not, without Advantech's prior written
approval, alter or enlarge any guarantees concerning Advantech products.
(d) The Distributor shall indemnify, save and hold harmless and defend
Advantech from and against all claims, losses, and liabilities, including
without limitation, attorneys fees, costs and expenses, arising out of damage
to property, or injury to, or death of, persons, occasioned by, or alleged to
be occasioned by, the acts or omissions, negligent or otherwise, of the
Distributor or any of the Distributor's sales engineers, employees, or
contractors, including without limitation, in connection with carrying out the
Distributor's obligations under this Agreement.
8. Additional Obligation of Advantech
(a) Provide sales and marketing supports to the Distributor to promote
the sales of Advantech products.
(b) Provide technical support to the Distributor as is reasonable to
enable Distributor to promote the sales of Advantech products.
(c) Advantech shall indemnify, save and hold harmless and defend the
Distributor from and against all claims, losses, and liabilities, including
without limitation, attorneys fees, costs and expenses, arising out of damage
to property, or injury to, or death of, persons, occasioned by, or alleged to
be occasioned by, the acts or omissions, negligent or otherwise, of Advantech,
or its employees, or contractors, including without limitation, in connection
with carrying out Advantech's obligations under this Agreement.
(d) Advantech shall, except as provided elsewhere herein, defend or
settle any claim made or any suit brought against the Distributor so far as it
is based on an allegation that any Products furnished hereunder infringe any
patent or trademark whatsoever, provided that Distributor notifies Advantech
promptly in writing of any such suit or action, and provided that Distributor
gives information, assistance, and sole authority to Advantech to defend or
settle the case.
9. Account Protection
Due to-the non-exclusive nature of this Agreement, the Distributor understands
that it is the Distributor's obligation to notify Advantech of all accounts
Distributor is working on, and to register all accounts with Advantech. An
account shall be registered with Advantech only after it has been accepted,
entered into Advantech's customer database, and given the corresponding
Distributor's sales code. The Distributor will receive protection on all
registered accounts for a period of 12 months, and have an on-going rolling
window of 12 months, based on updated activity and notes entered into the
Advantech customer database. Advantech will provide Distributor with a monthly
status update of all accounts registered in Advantech's customer database.
10. "Finder's Fee" Based Special Project
From time to time, the Distributor may be involved in a special project that
requires Advantech's direct participation in the project due to extreme cost or
technical requirements. Under these conditions, Distributor can choose to work
with Advantech for such project on a "finder's fee" basis. Advantech and
Distributor will determine the commission rate together on a case by case
basis.
1 1. Copyright and Trademark
(a) Distributor will respect the copyrights of Advantech's products and
will not duplicate any material or parts unless authorized by Advantech with a
written agreement.
(b) Distributor agrees, during the term of this agreement and six (6)
months within the termination of this agreement, not to manufacture any of the
covered products directly or indirectly, itself or through any subsidiary,
affiliated concern, joint venture, agent or employee.
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(c) Distributor will respect Advantech's right on its trademarks and
company logo. Distributor may use Advantech trademarks and company logo for the
purpose of promoting the sales of Advantech products. However, Distributor
shall not use Advantech trademarks or company logo without prior consent from
Advantech.
12. Product Warranty
The term of product warranty shall be Fifteen (1 5) months from the date of
shipment by Advantech to the Distributor. All products are warranted to be free
of defective material and workmanship. Any product that is found to be
defective within the warranty period will, at the option of Advantech, be
replaced or repaired. This warranty does not apply to any products that have
been repaired or altered by other than Advantech authorized service personnel,
or which have been subjected to misuse, abuse, accident or improper
installation. Advantech's liability shall in no event exceed the original
product's purchase price.
13. Confidentiality
(a) The Distributor shall use its utmost endeavors to assure that its
officers, employees, agents and consultants retain in the utmost confidence and
do not disclose, directly or indirectly, to any person, firm, or corporation,
or use for any purpose other than the purpose of this agreement, without the
prior written consent of Advantech, any confidential Information of Advantech.
The "confidential Information" shall include any proprietary or trade secret
information contained in the Product, or any know-how or technical information
related to the Product or any marketing or financial information related to the
Product or Advantech, which Advantech has provided to the Distributor and which
is not publicly available.
(b) Advantech agrees that during the term of this agreement that
Distributor may provide Advantech with certain proprietary or confidential
information. Advantech agrees to keep such information confidential and will
not disclose such information to any third party without obtaining prior
written consent from Distributor and agrees not to use such information for any
purpose other than the performance of its obligations under this agreement.
(c) The parties agree that the obligations of confidentiality shall
remain in effect during the term of this agreement and for one (1) year after
termination of this agreement.
14. Term of Agreement
The term of this Agreement shall be twelve (12) months commencing on the
effective date of this Agreement first above written unless sooner terminated
in accordance with the paragraph "Termination". Thereafter, this Agreement
shall be automatically renewed on an annual basis unless terminated in
accordance with the Paragraph 15, "Termination".
15. Termination
(a) Either party, with or without cause, may terminate this agreement
at any time upon thirty (30) days written notice. Additional thirty (30) days
will be added for each year of tenure up to 90 days.
(b) This agreement may be terminated by either party without notice in
the event of change in the ownership, insolvency, bankruptcy, assignment for
the benefits of creditors, filing for a plan of arrangement, or any similar
condition of the other party.
(c) Neither party shall be liable to the other for any damage or loss
sustained by reason of, or resulting from the termination or expiration of this
Agreement, but the termination or expiration of this Agreement shall not affect
any liability incurred or accrued prior thereto.
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16. Arbitration
(a) It is mutually agreed that the parties shall be free to bring any
and all differences in interpretation of this Agreement and disputes to the
attention of the other at any time without prejudicing their harmonious
relationship and operations hereunder; and their facilities shall be available
at all times for the prompt and effective adjustment of any and all such
differences and disputes, either by mail, telephone, or personal meeting under
friendly and courteous circumstances.
(b) A failure to reach an adjustment of any difference, or to settle
any dispute or claim that may arise, except as otherwise provided in this
Agreement, shall thereupon make the same a matter for arbitration hereunder,
upon the written request of any one party to the other, and such arbitration
shall be in accordance with the Commercial Arbitration Rules, then in effect,
of The American Arbitration Association. It is understood that a judgment on an
award rendered, which may include an award of damages, may be entered in any
court having jurisdiction thereof.
17. Amendment and Severability
This Agreement may be amended only in writing and upon mutual consent of the
parties hereto and supersedes any and all other agreements, written or oral,
between them. If any provision of this Agreement or the application of any
provision hereof to any person or circumstance is held invalid, the remainder
of this Agreement and the application of said provision to the other persons or
circumstances shall not be affected, unless the provision held invalid shall
substantially impair the benefit of the remaining portions of this Agreement.
18. Construction of Agreement
This Agreement sets forth the entire agreement and understanding between the
parties and supersedes all prior discussions, agreements and understandings of
any kind and every nature between them; and no party hereto shall be bound by
any condition, definition, warranty or representation other than as is
expressly provided for in this Agreement. Anything not expressly included
herein is expressly prohibited.
The validity, performance, construction and effect of this Agreement shall be
governed by the laws of the State of California (where Advantech has its
principal place of business) without giving effect to principles of conflicts
of law.
IN WITNESS HEREOF, the parties hereto have executed this Agreement the day and
year first above written.
Advantech Technologies, Inc Distributor
By /s/ Xxxxxx Xxxx 09-09-99 By /s/ Xxxx Xxxxxxxx 09-07-99
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Xxxxxx Xxxx Xxxx Xxxxxxxx
General Manager Executive Vice President
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Exhibit A
Products
All Embedded and Panel PC products listed on most current Embedded Products
Group price sheet.
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Exhibit B
Sales Quota
The Distributor's sales quota shall be $500,000.
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Exhibit C
Distributor Territories
ATLANTA 0000 Xxxxxxxx Xxxx, Xxxxx X Xxxxxxxx XX 00000-0000 (T: 770-446- 1300 /
F: 770-446-2991). BALTIMORE 0000 Xxxxxxxx Xxxx, Xxxxx 0 00 Xxxxxxxx XX
00000-0000 (T: 000-000-0000 / F: 000-000-0000).
BOSTON 00 Xxxxxxxxx Xxxx Xxxxxxxxxx XX 01 803-5155 (T: 781-273-2800 / F:
000-000-0000).
CHICAGO 0000 X. Xxxxx Xxxxxxx, Xxxxx X Xxxxxxxxxx XX 00000-0000 (T: 847-
882-1700 / F: 847-882-8904).
CLEVELAND 00000 Xxxxxxxxxx Xxxx, Xxxxx X Xxxxx XX 00000-0000 (T: 440-349- 1415
/ F: 000-000-0000).
DALLAS 0000 X. Xxxxxxxxxx Xxx. Xxxxx 000 Xxxxxxxxxx XX 00000 972-231-4305 (T:
972-231-4523).
DETROIT 00000 Xxxxxxxx Xxxxxxx XX 00000-0000 (T: 000-000-0000 / F: 734-
525-3209).
FT. LAUDERDALE 0000 X.X. 00xx Xxxxxx, Xxxxx 000 Xx. Xxxxxxxxxx XX 00000-0000
(T: 000-000-0000/F: 000-000-0000).
HARTFORD 0 Xxxxxxx Xxxxx Xxxxxxxxxxx XX 00000-0000 (T: 000-000-0000/ F:
000-000-0000).
HUNTSVILLE 0000 Xxxxxxxxxx Xxxxxx, Xxxxx 00 Xxxxxxxxxx XX 00000-0000 (T:
000-000-0000 / F: 000-000-0000).
IRVINE 00000 Xxxxx Xxxxxxx, Xxx. 0 00 Xxxxxx XX 00000-0000 (T: 949-450- 0300 /
F: 949-450-0227)
LONG ISLAND 00 Xxxx Xxxxxx, Xxxxx X Xxxxxxxxx XX 11 788-3812 (T: 516-952- 3196
/ F: 516-952-3896).
LOS ANGELES 00000 Xxxxxxx Xxxxxx, Xxx. 0 00 Xxxxxx Xxxxx XX 00000-0000 (T:
000-000-0000/ F: 000-000-0000).
MINNEAPOLIS 0000 Xxxxxxxxx Xxxx Xxxxx, Xxxxx 000 Xxxxxxxx XX 00000-0000 (T:
000-000-0000 / F: 000-000-0000).
PHILADELPHIA 00 Xxxx Xxxx Xxxxx 000 Xxxxxxx XX 00000 (T: 856-810- 3400).
PORTLAND 0000 XX 000xx Xxxxx, Xxxxx 000 X Xxxxxxxxx XX 00000-0000 (T:
000-000-0000 F: 000-000-0000). RALEIGH 0000-X Xxx Xxxxx Xxxx Xxxxxxx XX
00000-0000 (T: 919-870-/ F: 000-000-000 0). SALEM (Modules) 00-00 Xxxxxxxx Xx.,
Xxxx 0 Xxxxx XX 00000 (T: 603-898-/ F: 603-898-6907).
SAN DIEGO 0000 Xxxxxxxxxx Xxxxx, Xxx. X Xxx Xxxxx XX 00000 (T: 619-505- 0036 /
F: 619-505-4102).
SAN XXXX 0000 Xxxxxx Xxxx Xxx Xxxx XX 00000-0000 (T: 408-453-9933J F:
408-453-9941).
SEATTLE 0000 - 000xx Xxxxxx X.X. Xxxxxxx XX 00000-0000 (T: 42@-702-9166 / F:
425-869-2663).
TAMPA (Corporate Sales) 00000 XxXxxxxxx Xxxxx Xxxxx XX 00000-0000 (T:
000-000-0000 / F: 000-000-0000).
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