EXHIBIT 10.50
Milnor(R)
[LOGO]
Dealer
Agreement
B22FM90001
90017
AGREEMENT made this 1st day of July, 1989 by and between XXXXXXXX XXXXXX
CORPORATION, a Louisianan Corporation, with principal offices at 000 Xxxxxxx
Xxxxxx, Xxxxxx, Xxxxxxxx, Xxxxxx Xxxxxx of America (hereinafter referred to as
"MILNOR"), and
WINK XXXXX EQUIPMENT COMPANY, INC.
with principal offices at 000 Xxxxx Xxxxxx X.X., Xxxxxxx XX 00000
(hereinafter referred to as "DEALER").
WITNESSETH
WHEREAS, MILNOR is a manufacturer of heavy duty commercial laundry machinery as
set forth in Exhibit A attached hereto and made a part hereof (hereinafter
referred to as "MACHINES"), and
WHEREAS, DEALER desires to be appointed by MILNOR as dealer of MACHINES in the
area of Primary Responsibility as set forth in Exhibit B attached hereto and
made a part hereof (hereinafter referred to as the "REGION"), and
WHEREAS, DEALER desires to be further appointed by MILNOR as Exclusive Dealer of
certain model MACHINES in a certain part of the REGION as set forth in Exhibit C
attached hereto and made a part hereof, and
WHEREAS, DEALER desires to be further appointed by MILNOR as Nonexclusive Dealer
of certain model MACHINES in a certain part of the REGION as set forth in
Exhibit D attached hereto and made a part hereof, and
WHEREAS, MILNOR desires to obtain in the REGION outstanding distribution of
MACHINES and to arrange for satisfactory warranty service, installation service
and after-sale service for MACHINES in the REGION:
NOW THEREFORE, the parties hereto agree as follows:
1. APPOINTMENT
(a) MILNOR hereby appoints DEALER as Dealer of MACHINES in the REGION and
DEALER accepts such appointment subject to the terms and conditions
hereinafter set forth The parties agree that within DEALER'S REGION,
DEALER shall have the responsibility (alone in regard to the models of
MACHINES and area specified in Exhibit C) to promote sales of MACHINES
and to develop and strengthen MILNOR's market position as measured by
sales within the REGION.
(b) DEALER is granted an exclusive dealership for the specific models of
MACHINES defined in Exhibit C and a Non-Exclusive dealership for the
specific models of MACHINES defined in Exhibit D, subject to all the
provisions and restrictions contained in this AGREEMENT.
(c) DEALER takes cognizance of the fact that MILNOR has no control over
the resale of MACHINES sold to other dealers and to jobbers, and that
MILNOR is not responsible for any actions of such dealers and jobbers
in the resale of MACHINES.
(d) MILNOR has the right to submit bids or sell, either directly or
indirectly through any other person, MACHINES destined for shipment to
or use in the REGION, if the MACHINES are purchased by or for use of
any agency, department, or bureau of the U.S. Government or with funds
provided by any agency of the U.S. Government. For purposes of this
AGREEMENT, agency is defined to include any executive department,
military department, government corporation, government controlled
corporation, or other establishment in the executive department of the
U.S. Government, or any regulatory agency.
(e) Notwithstanding any other provisions of this AGREEMENT, MILNOR has the
right to sell MACHINES directly to any National Account as specified
in Exhibit "E" attached hereto and made a part thereof. For MACHINES
destined to be sold to and/or used by any National Account as
specified in Exhibit "E", DEALER agrees to supervise the installation
of any such MACHINES
Page No. 1
(including start up and check out), at MILNOR's request, for the
percent of MILNOR's Suggested List Price shown on Exhibit "E" for that
specific National Account.
(f) DEALER recognizes that MILNOR does now and/or may in the future
manufacture equipment to be sold under trade or other names or brands
different from the MILNOR name and the manufacture and sales of such
equipment and/or parts is not subject to the terms of this AGREEMENT,
nor does this AGREEMENT grant DEALER any right to sell such equipment
and/or parts.
2. BEST EFFORTS
DEALER shall, to the satisfaction of MILNOR and at its own expense, use its best
efforts to promote the sale of MACHINES in the REGION, which efforts shall
include but not be limited to the following:
(a) Providing an adequate sales force employed by DEALER to actively,
aggressively and successfully promote the sale of MACHINES.
(b) Taking such steps as will ensure that MACHINES sold in the REGION are
installed and operating to the satisfaction of the ultimate purchaser.
Such steps include but are not limited to the following:
(i) Providing prompt and effective pre-sale engineering services
to help the customer select the proper MILNOR - and ancillary
- equipment, by size and type, and determining all special
requirements or specifications needed to assure that the
equipment will adequately perform the work task for which it
is being acquired.
(ii) Inspecting the site upon which it is proposed to install
MACHINE(s). Making valid and meaningful recommendations for
proper site requirements - including (but not limited to)
foundations (should be totally familiar with foundation
requirements for rotating machinery), electrical services, hot
and cold water supplies, steam supply (if applicable),
drainage, ventilation, working area, etc.
(iii) Providing installation supervision - or its equivalent - to
insure that MACHINE(s) is properly installed so as to permit
it to function as intended.
(iv) Checking out all MACHINE functions after installation.
Verifying that MACHINE(s) is performing as intended by MILNOR
and as designed by MILNOR, making any reasonable necessary
adjustment to insure this.
(v) Providing start up assistance including operator orientation
and training during initial start up.
(vi) Providing adequate, prompt, competent, no-charge, after-sale
warranty labor service for a period of not less than 90 days
after each new MACHINE is placed in service. This warranty
must be communicated to each buyer of MACHINE sold by DEALER.
It is the specific and sole responsibility of DEALER to
provide this warranty labor for each MACHINE sold, for not
less than 90 days, and at no charge to either MILNOR or to the
customer.
(vii) Providing adequate, prompt and competent aftersale
non-warranty maintenance service, both by maintaining adequate
local stocks of authentic MILNOR spare parts, and by making
available sufficient skilled maintenance mechanics to be able
to respond to a service call request within a maximum of 48
hours from the time a customer makes such request. It is of
paramount importance to this contract that every machine be
returned to full service in a minimum of time and at a minimum
of expense in keeping with the nature of the required
maintenance.
(viii) When formally requested, sending at least one competent
maintenance mechanic to an official MILNOR SERVICE SCHOOL.
MILNOR agrees that such schools shall not last longer than one
week and not to make such a formal request more often than
once every 18 months.
Page No. 2
(c) Providing appropriate promotional campaigns to stimulate the sale of
MACHINES, participating in major local and/or regional exhibitions
related to laundry, drycleaning, textile, and other industries which
customarily use laundry equipment.
(d) At DEALER's expense, listing the MILNOR tradename in the Yellow Pages
of major telephone directories (authorized by the telephone companies)
within DEALER's REGION, and listing DEALER's name as "authorized
dealer" in conjunction with or beneath the MILNOR tradename,
trademarks, and/or logo.
(e) When formally requested, sending at least one competent salesman to an
official MILNOR SALES SCHOOL. MILNOR agrees that such schools shall
not last longer than one week and not to make such a formal request
more often than once every 18 months.
(f) Providing to MILNOR on May 1 of each year annual forecasts of sales of
MACHINES by model in the REGION for the 12 months beginning the
following June 1. These forecasts shall reasonably reflect DEALER's
anticipated sale of MACHINES within the REGION and shall be considered
by MILNOR along with past history and future potential of the REGION
in establishing the sales goals for the twelve months following
June 1.
(g) Accepting annual sales goals provided by MILNOR for sales of MACHINES
within the REGION. Credit against these sales goals is not given for
sales outside the REGION.
(h) Promptly filling out and returning the lead followup report sent by
MILNOR bi-monthly, providing MILNOR the information necessary to
evaluate the results of its ongoing advertising campaigns and to
thereby improve them for the mutual benefit of DEALER and MILNOR.
3. NOTICE OF SALE TO ULTIMATE PURCHASER
In order to allow MILNOR to expeditiously advise the ultimate user of MACHINES
of any safety information that may be developed and in order to adequately
assesss the impact of MILNOR's advertising on the various markets, DEALER shall
communicate promptly to MILNOR immediately after it sells any MACHINE to an
ultimate purchaser; (1) the name and address of the ultimate purchaser; (2)
address of installation site; (3) purpose or classification of work; and (4)
type of such customer, or user.
4. SERVICE
It is of the essence of this AGREEMENT that the reputation for quality service
that MILNOR enjoys be rigidly maintained by DEALER. Consequently, DEALER agrees
to do everything in its power to maintain such reputation which shall include
but not be limited to the following:
(a) DEALER shall to the satisfaction of MILNOR provide and maintain at its
own expense an efficient installation and maintenance service on all
MACHINES, both in and out of warranty, in accordance with the service
manuals issued by MILNOR from time to time. DEALER shall see that all
necessary repairs to and replacement of parts of MACHINES are promptly
and properly made.
(b) DEALER shall service all MACHINES in the REGION at DEALER's normal
rates and schedule(s) whether or not such machines were actually sold
by DEALER. MILNOR shall exercise reasonable efforts to obtain from the
company which sold such MACHINES a Service Availability fee of five
percent (5%) of the List Price of such MACHINES for the DEALER,
provided DEALER advises MILNOR of the serial numbers of such MACHINES
within two years of the manufacture date of such machines. MILNOR
shall have no obligation nor liability to DEALER beyond that of
exercising said reasonable efforts. However, DEALER shall have no
obligation to service MACHINES sold by another MILNOR dealer who (at
the time service is required) is authorized to service that part of
the REGION where the MACHINE is installed nor shall any service
availability fee be due on such MACHINES.
(c) DEALER acknowledges that its service capabilities are adequate only
within the REGION, and consequently agrees to pay to MILNOR a Service
Availability fee of five percent (5%) of the list price of any MACHINE
sold by DEALER that is initially installed in the United States or
Cananda
Page No. 3
but outside of the REGION, or seven and one half percent (7 1/2%) of
the list Price of any machine sold by DEALER that is initially
installed in any country except the United States and Canada. MILNOR
agrees to forward this Service Availability fee to the MILNOR dealer
into whose Area of Primary Responsibility the MACHINE is installed to
insure that such dealer will make service available for the user of
such MACHINES.
5. SPARE PARTS
(a) MILNOR shall advise DEALER of the inventory of spare parts required to
service MACHINES both in and out of warranty, and DEALER agrees to
maintain such inventory. Only MILNOR spare parts shall be used by
DEALER to service and maintain MACHINES in warranty. DEALER may use
MILNOR spare parts, or their approved functional equivalents, to
service and maintain MACHINES out of warranty.
(b) DEALER shall order, and MILNOR pursuant to each order shall supply to
DEALER EX-FACTORY Kenner, ordered spare parts both in and out of
warranty in accordance with the prices in effect at the date of
shipment. Paragraph 12 shall apply to such orders.
(c) MILNOR shall not knowingly sell parts at wholesale prices to any
entity in the REGION other than an authorized MILNOR dealer or any
entity listed in Exhibit F.
(d) DEALER takes cognizance of the fact that MILNOR may, at its option,
also sell replacement parts to a former MILNOR dealer, within twelve
months from the date of termination of such dealer and agrees to be
bound by the same conditions in the event that this AGREEMENT is
terminated for any reason.
6. TERM
This AGREEMENT shall automatically terminate on the date set forth in Exhibit G
which can be extended only by mutual written agreement of the parties. DEALER
shall not be excused from performing any obligations arising under this
AGREEMENT which it incurred prior to the termination of this AGREEMENT even if
notice of termination has been given. The execution of this AGREEMENT by MILNOR
shall in no way be construed as a continuing obligation on the part of MILNOR to
retain DEALER as a dealer or otherwise beyond the term of this AGREEMENT.
7. TERMINATION
(a) In any one or more of the following events this AGREEMENT shall
automatically terminate without any necessity for notice or any
opportunity to cure such termination and will be effective immediately
upon the occurence of such events; and MILNOR has the right not to
deliver any or all of DEALER's unfilled orders;
The DEALER (being an individual) shall die; or (being a partnership or
corporation) shall be dissolved, liquidated or cease to exist at law;
or become insolvent (in either the equity or bankruptcy sense); commit
an act of bankruptcy; make an assignment for the benefit of creditors;
call a meeting of creditors; appoint a committee of creditors or a
liquidating agent; offer a composition or extension to creditors; make
a bulksale; send a notice of an intended bulk sale; or in the event a
proceeding in bankruptcy or any proceeding, suit or action (at law, in
equity or under any of the provisions of a Bankruptcy Act or
amendments thereto), for reorganization, composition, extension,
arrangement, receivership, liquidation or dissolution has been
commenced by or against the DEALER; or in the event an application for
the appointment, or the appointment in any jurisdiction at law or in
equity is made, of a receiver of the DEALER or any of the property of
the DEALER; or in the event a final unappealed judgment shall be
recovered, or a warrant of attachment or an injunction or governmental
tax lien, or levy shall be issued against the DEALER and shall remain
unsatisfied for thirty (30) days, or if a substantial portion of the
property of the DEALER shall be sold or offered for sale pursuant to
the enforcement of a judgment of a court.
Page No. 4
(b) MILNOR has the right to terminate this AGREEMENT at any time upon
thirty (30) days notice to DEALER in any one of the following events:
(i) DEALER has failed to purchase a minimum requirement of MACHINES
as determined by MILNOR in its sole discretion.
(ii) DEALER has, in the sole opinion of MILNOR, to supply adequate
installation, warranty, or after-sale service;
(iii) DEALER has failed, in the opinion of MILNOR, to
adequately advertise and promote MACHINES in the REGION;
(iv) DEALER is more than thirty (30) days delinquent in the payment of
any invoice;
(v) DEALER has failed, in the opinion of MILNOR, to perform any other
term or provision of this AGREEMENT;
(vi) The management, key employees or major stockholders of DEALER
change by reason of death, disability, retirement, termination or
otherwise.
(c) Upon termination of this AGREEMENT, pursuant to sub-paragraphs (a) or
(b) of this Paragraph, DEALER shall not be relieved from performing
any of its obligations arising under this AGREEMENT which it incurred
prior to the date of termination even if notice of termination has
been given. MILNOR, at its option, may fill all orders for MACHINES
placed by DEALER and accepted by MILNOR prior to such termination; and
MILNOR may also fill, at its option, orders for replacement parts as
are placed by DEALER and accepted by MILNOR, within twelve months from
the date of termination. The right to terminate this AGREEMENT shall
be in addition to the other rights and remedies that MILNOR may have
under this AGREEMENT.
8. ORDERS
The terms and provisions of the AGREEMENT shall be deemed to govern any
order submitted by DEALER to MILNOR for MACHINES.
If DEALER cancels an order, MILNOR may demand that DEALER pay the
reasonable cost and expenses of MILNOR incurred in connection with such
order prior to receipt of notice of cancellation, and any other damages
suffered by MILNOR as a result of such cancellation.
9. ACCEPTANCE OF ORDERS
An order shall only be deemed accepted by MILNOR upon delivery of the
ordered MACHINES to the originating carrier. Any acknowledgement or other
separate correspondence or communication shall not constitute acceptance of
any order.
10. DELIVERY
MILNOR shall make reasonable effort to fill each order of DEALER. MILNOR
may, in its sole discretion, allocate MACHINES among MILNOR dealers in the
event of shortage or otherwise. Each shipment of MACHINES pursuant to the
terms of this AGREEMENT shall be deemed to be sold under a separate
contract. In the event of any default of MILNOR in any such shipment, such
default shall not be deemed to substantially impair the value of this
AGREEMENT and shall not affect DEALER's obligation to accept and pay for
any other delivery of MACHINES by MILNOR. If any delivery of MACHINES is
delayed beyond the estimated delivery date, DEALER's sole remedy and relief
under this AGREEMENT shall be to cancel the particular order pursuant to
which delivery was to be made. Such right of cancellation may only be
exercised if shipment is not made within sixty (60) days after the
estimated date of shipment. MILNOR shall not be liable for any failure or
delay in manufacture, delivery or shipment caused by an event beyond its
reasonable control, including, but not limited to, strike, slowdowns, fire,
flood, explosion, other casualty or disaster, or governmental regulations,
orders or restrictions. DEALER expressly assumes all risk of loss to
MACHINES being shipped to DEALER once the MACHINES have been deposited with
the carrier.
Page No. 5
11. PRICE
The price for MACHINES shall be EX-FACTORY according to the current MILNOR
pricing policies as may or may not be updated from time to xxxxx at
MILNOR's sole discretion. Cost of Loading, Freight, and Insurance from
EX-FACTORY shall be borne by DEALER.
12. CREDIT TERMS
(a) Payment terms will be sight draft xxxx of lading.
(b) MILNOR will attempt in the future to extend to DEALER more favorable
terms of payment, provided that such terms shall be approved by
MILNOR's management, financial advisors and insurers. Any more
favorable terms granted by MILNOR are revocable by MILNOR without
notice to DEALER.
(c) Notwithstanding any more favorable credit terms granted to DEALER in
any course of dealing, regardless of the length of time dealing
thereunder, MILNOR has the right to demand payment in advance, at any
time prior to shipment, without prior notice to DEALER, on any order,
and on such terms and conditions as XXXXXX xxxxx necessary in its sole
discretion. In the event payment in whole or in part, in advance is
demanded by MILNOR and not complied with by DEALER, MILNOR, at its
option, may deem such order cancelled. All checks, bills of exchange
or other commercial paper received as payment in advance by MILNOR
shall be deemed accepted subject to collection.
(d) Notwithstanding any more favorable credit terms granted to DEALER,
regardless of the length of dealing thereunder, or any demand for
payment in advance of shipment, MILNOR has the additional right to
demand payment of all sums outstanding by DEALER, prior to accepting
and/or shipping any orders placed by DEALER.
13. WARRANTY
(a) MILNOR's warranty to DEALER And Purchaser will be as described in
Exhibit H attached and made a part hereof.
(b) MILNOR disclaims any warranty of merchantablity as defined in the
Uniform Commerical Code or any other warranty implied by Louisiana
law; and, except for the above limited express warranties, MILNOR
makes no representation, agreement, guarantee or warranty, express or
implied or inferable from any course of dealing or usage of trade,
extending beyond the description of the products and parts herein
involved.
(c) These warranties are expressly in lieu of all other warranties,
express or implied; and MILNOR neither assumes nor authorizes DEALER
or any representative or other person to assume for MILNOR any other
liability in connection with the sale of MACHINES.
(d) If DEALER makes any warranty or representation to any other person or
party inconsistent with or in addition to the warranty stated above,
DEALER shall, at its own expense, defend and hold MILNOR harmless from
any claim thereon of any nature whatsoever.
(e) In the event any of the MACHINES and spare parts sold pursuant to this
AGREEMENT are found to be non-conforming or defective, MILNOR shall
not be liable to DEALER or any third party for any consequential,
incidental or special damages. MILNOR's liability under this contract
is expressly limited to the return of the purchase price paid by
DEALER for such MACHINES or spare parts.
Page No. 6
14. MILNOR'S TRADENAMES AND TRADEMARKS
(a) DEALER recognizes that MILNOR is the sole owner of the tradenames,
trademarks or logos used by MILNOR in the marketing of MACHINES. DEALER may
use the tradenames, trademarks or logos used by MILNOR as applied to
MACHINES and shall display such marks and/or names only in such form or
manner as shall maintain the quality and integrity thereof. The XXXXXX
xxxxx and names are not to be used in the name under which the DEALER's
business is conducted. If such marks or names are used in any sign or
advertising display, by DEALER, DEALER will, on termination of this
AGREEMENT, or upon request of MILNOR discontinue the use of such marks
and/or names in such sign or advertising display and thereafter will not
use, either directly or indirectly in connection with its business, such
phrase or any other name, title, expression so nearly resembling the same
as could be likely to lead to confusion or uncertainty, or to deceive the
public.
(b) DEALER shall be entitled to use the MILNOR trademark in its advertising in
conjunction with the words "authorized dealer" and in accordance with other
standards established by MILNOR. Upon request or upon termination of this
AGREEMENT, DEALER shall immediately discontinue all permitted uses of
MILNOR tradenames, trademarks, or logos included but not limited to use on
business cards, stationary, advertising or vehicles. In the event DEALER
does not immediately discontinue use of MILNOR tradenames, trademarks or
logos upon request of MILNOR and MILNOR is required to institute legal
proceedings to compel DEALER to discontinue such use, MILNOR will be
entitled to recover from DEALER all costs, attorney's fees, or other
expenses associated with such legal proceedings, in addition to any other
damages to which MILNOR is entitled recovery.
(c) The use by DEALER of tradenames, trademarks, or logos of MILNOR inures to
the benefit of MILNOR, and any good will arising from such use by DEALER
shall revert to MILNOR without compensation to DEALER in the event that
this AGREEMENT is terminated for any reason. Nothing in this AGREEMENT
shall be construed as granting to DEALER any rights whatsoever under any
patents or trademarks that are either now, or may in the future be, owned
or controlled by MILNOR other than those rights regularly given any other
purchasers of patented or trademarked articles.
15. NO AGENCY RELATIONSHIP
It is understood and agreed that DEALER is an independent contractor with
respect to MILNOR. This AGREEMENT does not constitute DEALER the agent or
the legal representative of MILNOR for any purpose whatsoever. DEALER is
not granted any right or authority to assume or to create any
responsibility, express or implied, on behalf of or in the name of MILNOR,
or to bind MILNOR in any manner or thing whatsoever. DEALER shall, in all
of its advertising, sales contracts, and in its dealings with all others
relative to the MACHINES, make it clear that DEALER is trading in said
MACHINES for DEALER's own account, and not as an agent of MILNOR. DEALER
represents that it will not make any statement or take any action which may
indicate to third parties that DEALER is an agent of MILNOR.
16. CONFIDENTIALITY
DEALER shall not intentionally disclose and shall take reasonable
precautions to avoid unintentional disclosure of confidential or
proprietary information concerning MILNOR or its processes, inventions,
formulae, prices, customers or suppliers, or any other trade secret or
confidential or proprietary information made known to or learned by DEALER,
unless expressly assented to in writing by MILNOR.
Page No. 7
17. NOTICES
Any notice or communication required or permitted to be given hereunder
shall be in writing and shall be deemed given upon the mailing thereof,
postage prepaid, by certified or registered mail, or upon the transmission
of a telegram or telex addressed to the parties at their addresses first
above set forth, or at such other address as either party shall designate
to the other in writing.
18. ASSIGNMENT
The AGREEMENT constitutes a personal contract, and DEALER shall not
transfer or assign same or any part thereof without the consent of MILNOR,
nor shall this AGREEMENT, nor any rights herein conferred be pledged in any
manner whatsoever by DEALER.
19. FORCE MAJEURE
MILNOR shall not be responsible or liable in any way for its failure to
perform its obligations hereunder during any period in which such
performance is prevented or hindered by Acts of God, fire, flood, war,
embargo, strikes, labor disturbances, riots, and law, rules, regulations,
delays in production or any other reason beyond the control of MILNOR.
20. GOVERNING LAW
The construction and performance of this AGREEMENT shall be governed by,
interpreted under, and construed according to the laws of the State of
Louisiana.
It is understood, however, that this AGREEMENT is designated for use
wherever MILNOR may desire to sell MACHINES, and that any provision herein
which in anywise contravenes the laws of any state or jurisdiction, shall
be deemed not to be a part of this AGREEMENT. If any provision of this
AGREEMENT shall be held invalid under certain circumstances, the remainder
of the AGREEMENT, and the application of the provision in circumstances
other than as to which it is held invalid, shall not be affected thereby.
21. NO WAIVER OF BREACHES
The failure of either party at any time to require performance by or seek
any other remedy from the other party of any provision hereof shall in no
way affect the full right to require such performance at any time
thereafter. Nor shall the waiver by either party of a breach of any
provision hereof be taken or held to be a waiver of any succeeding breach
of such provision or as a waiver of the provision itself.
22. TAXES
DEALER shall pay all excise taxes, duties, and tariffs or sales taxes that
may be required to be paid by MILNOR by any statute, ordinance or
regulation of the U.S. Government, any state, county or local government,
any municipal government, or foreign government. In the event that MILNOR
is required to or does pay any of such taxes, the DEALER, upon being
informed of such payment, shall at once repay the amount hereof to MILNOR.
23. ENTIRE AGREEMENT
This AGREEMENT represents the entire AGREEMENT between the parties hereto
relative to the subject matter hereof, and may not be altered, amended or
modified except by a writing signed by both of the parties hereto. There
are no oral representations or other agreements between the parties
affecting this AGREEMENT or related to the selling or service of MACHINES.
This AGREEMENT supersedes all previous agreements between the parties.
Page No. 8
24. DEALER represents and warrants that under the laws of the state in which
DEALER is organized, the person signing this AGREEMENT has been duly
authorized to bind DEALER to this AGREEMENT.
25. This AGREEMENT shall not become effective until and unless signed by the
President or Vice President of MILNOR.
26. DEALER certifies in executing this AGREEMENT that MACHINES are for resale;
that it holds, and will maintain for the life of this AGREEMENT and any
extensions thereof, an active registration or resale number and that it
will account to the appropriate state for any retailer's occupation tax due
as a result of the sale of MACHINES and parts thereof at retail.
IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT, with an
effective date of July 1, 1989
ATTEST: XXXXXXXX XXXXXX CORPORATION
/s/ By: /s/ Xxxxx X. Xxxxx
--------------------- -------------------------
Xxxxx X. Xxxxx
Date: July 31, 1989
WINK XXXXX EQUIPMENT COMPANY, INC.
ATTEST: By: /s/ Wink X. Xxxxx, Xx.
-------------------------
/s/ Xxxxxx X. Xxxxxx Wink X. Xxxxx, Xx.
----------------------
Xxxxxx X. Xxxxxx Date: 7-10-89
EXHIBIT B OF DEALER AGREEMENT
B22FM90001/90017
I. THE FOLLOWING COUNTIES OF THE STATE OF FLORIDA:
Alachua, Baker, Bradford, Brevard, Citrus, Clay, Columbia, XxXxxx, Xxxxx,
Duval, Flagler, Gadsden, Gilchrist, Hamilton, Hardee, Hernando, Highlands,
Hillsborough, Indian River, Jefferson, Lafayette, Lake, Leon, Levy,
Madison, Manatee, Xxxxxx, Nassau, Okeechobee, Orange, Osceola, Pasco,
Pinellas, Polk, Putnam, St. Xxxxx, St. Lucie, Sarasota, Seminole, Sumter,
Suwanee, Xxxxxx, Union Volusia, and Wakulla.
II. THE STATE OF GEORGIA
III. THE FOLLOWING COUNTIES OF THE STATE OF TENNESSEE:
Anderson, Bedford, Bledsoe, Blount, Bradley, Campbell, Cannon, Carter,
Claiborne, Clay, Cocke, Coffee, Cumberland, Davidson, DeKalb, Fentress,
Franklin, Giles, Grainger, Greene, Grundy, Hamblen, Hamilton, Hancock,
Hawkins, Jackson, Jefferson, Johnson, Knox, Lincoln, Loudon, McMinn, Xxxxx,
Xxxxxx, Xxxxxxx, Xxxxx, Meigs, Monroe, Montgomery, Moore, Morgan, Overton,
Pickett, Polk, Xxxxxx, Xxxx, Roane, Robertson, Rutherford, Scott,
Sequatchie, Xxxxxx, Smith, Sullivan, Sumner, Trousdale, Unicoi, Union, Xxx
Xxxxx, Xxxxxx, Washington, White, Williamson, and Xxxxxx.
IV. THE STATE OF SOUTH CAROLINA
V. THE STATE OF NORTH CAROLINA
VI. THE FOLLOWING COUNTIES OF THE STATE OF ILLINOIS:
Boone, Bureau, Carroll, Cook, DeKalb, DuPage, Xxxxxx, Xxxxx, Xx Xxxxxxx,
Xxxx, Kankakee, Kendall, Lake, LaSalle, Lee, McHenry, Ogie, Putnam,
Stephenson, Whiteside, Winnebago and Will.
VII. THE FOLLOWING COUNTY OF THE STATE OF INDIANA:
Lake
EXHIBIT B OF DEALER AGREEMENT
B22FM90001/90017
VIII. THE STATE OF VIRGINIA
IX. THE DISTRICT OF COLUMBIA
X. THE FOLLOWING COUNTIES OF THE STATE OF MARYLAND:
Xxxx Arundel, Baltimore, Baltimore City, Xxxxxxx, Xxxxxxxx, Carroll,
Charles, Dorchester, Frederick, Xxxxxxxx, Xxxxxx, Kent, Montgomery, Prince
Georges's Queen Anns, St. Mary's, Somerset, Talbot, Wicomico and Worcester.
XI. THE FOLLOWING COUNTY OF THE STATE OF XXXX XXXXXXX:
Jefferson
Exhibit Effective as of April 1, 0000
XXXXXXXX XXXXXX CORPORATION
By: /s/ Xxxxx X. Xxxxx
----------------------------
Date: April 14, 1995
WINK XXXXX EQUIPMENT COMPANY, INC.
By: /s/ Wink X. Xxxxx, Xx.
----------------------------
Date: 3/28/95
EXHIBIT C OF DEALER AGREEMENT
B22FM90001/90017
REGION MACHINES
I. THE FOLLOWING COUNTIES OF THE STATE OF FLORIDA:
Commercial Laundry
Alachua, Baker, Bradford, Brevard, Citrus, washer-extractors in
Clay, Columbia, Xxxxxx, Xxxxx, Xxxxx, capacities of 30 pound
Flager, Gadsden, Gilchrist, Hamilton, and larger (not coin
Xxxxxx, Xxxxxxxx, Highlands, Hillsborough, operated) and continuous
Indian River, Jefferson, Lafayette, Lake, tunnel washers, presses,
Leon, Levy, Madison, Manatee, Xxxxxx, Nassau, and dryers.
Okeechobee, Orange, Osceola, Pasco, Pinellas,
Polk, Putnam, St. Xxxxx, St. Lucie Sarasota,
Seminole, Sumter, Suwannee, Xxxxxx, Union,
Volusia, and Wakulla.
II. THE STATE OF GEORGIA
III. THE FOLLOWING COUNTIES OF THE STATE OF TENNESSEE:
Anderson, Bedford, Bledsoe, Blount, Bradley, Campbell, Cannon, Carter,
Claiborne, Clay, Cocke, Coffee, Cumberland, Davidson, DeKalb, Fentress,
Franklin, Giles, Grainger, Greene, Grundy, Hamblen, Hamilton, Hancock,
Hawkins, Jackson, Jefferson, Johnson, Knox, Lincoln, Loudon, McMinn, Xxxxx,
Xxxxxx, Xxxxxxx, Xxxxx, Meigs, Monroe, Montgomery, Moore, Morgan, Overton,
Pickett, Polk, Xxxxxx, Xxxx, Roane, Robertson, Rutherford, Scott,
Sequatchie, Xxxxxx, Smith, Sullivan, Sumner, Trousdale, Unicoi, Union, Xxx
Xxxxx, Xxxxxx, Washington, White, Williamson, and Xxxxxx.
IV. THE STATE OF SOUTH CAROLINA
V. THE STATE OF NORTH CAROLINA
VI. THE FOLLOWING COUNTIES OF THE STATE OF ILLINOIS:
Boone, Bureau, Carroll, Cook, DeKalb, DuPage, Xxxxxx, Xxxxx, Xx Xxxxxxx,
Xxxx, Kankakee, Kendall, Lake, LaSalle, Lee, McHenry, Ogie, Putnam,
Stephenson, Whiteside, Winnebago and Will.
VII. THE FOLLOWING COUNTY OF THE STATE OF INDIANA:
Lake
-continued-
EXHIBIT C OF DEALER AGREEMENT
B22FM90001/90017
I. XXXXX XX XXXXXXXX
XX. XXXXXXXX XX XXXXXXXX
III. THE FOLLOWING COUNTIES OF THE STATE OF MARYLAND
Xxxx Arundel, Baltimore, Baltimore City, Xxxxxxx, Xxxxxxxx, Carroll,
Charles, Dorchester, Frederick, xxxxxxxx, Xxxxxx, Kent, Montgomery,
Prince George's, Queen Anns, St. Mary's, Somerset, Talbot, Wicomico,
Worcester.
IV. THE FOLLOWING COUNTY OF THE STATE OF WEST VIRGINIA:
Jefferson
Exhibit Effective as of April 1, 1995
XXXXXXXX XXXXXX CORPORATION
By: /s/ [illegible]
---------------------------------
Date: April 14, 1995
---------------------
WINK XXXXX EQUIPMENT COMPNAY, INC.
By: /s/ [illegible]
---------------------------------
Date: 3/18/95
----------------
EXHIBIT E OF DEALER AGREEMENT
B22FM90001/90017
NATIONAL ACCOUNT PERCENT OF
LIST PRICE
1. AMERICAN LINEN SUPPLY 5%
2. XXXXXXXX RENTAL SERVICES GROUP 5%
3. ARAMARK SERVICES 5%
4. XXXXXXX ENTERPRISES,INC. 5%
5. BUDGETEL 5%
6. XXXXXXX HOSPITALITY (RADISSON-FOUR SEASONS) 5%
7. CHOICE HOTELS 5%
8. CINTAS CORPORATION 5%
9. CONTINENTAL DESIGN/INTERSTATE HOTELS 5%
10. DOUBLE TREE HOTELS, CP HOTELS 5%
11. EXTENDED STAY AMERICA 5%
12. G & K SERVICES, INC. 5%
13. GOOD SAMARITAN HOMES 5%
14. GRANCARE 5%
15. HEALTH CARE & RETIREMENT CORP. OF AMERICA (HCR) 5%
16. HILTON & HILTON INTERNATIONAL 5%
17. XXXX X. XXXXXXX HOTELS 5%
18. INTEGRATED HEALTH SYSTEM 5%
19. XXX COMPANY 5%
20. MARRIOTT INTERNATIONAL, HOST MARRIOTT 5%
21. XXXXXX SERVICES 5%
22. OCEAN PROPERTIES 5%
23. OMNI SERVICES, INC. (RENTAL UNIFORM SERVICES) 5%
24. PRIME HOSPITALITY CORP. (AMERITELS) 5%
25. PROMUS (HARRAHS, HAMPTON, EMBASSY) 5%
26. PRUDENTIAL OVERALL SUPPLY 5%
27. RENAISSANCE INTERNATIONAL (XXXXXXXX HOTELS) 5%
28. RICHFIELD MGT. CO./RBA 5%
29. SERVICEMASTER 5%
30. XXXXXXX CORPORRATION 5%
31. UNIFIRST CORPORATION 5%
32. UNITOG COMPANY 5%
33. VENCOR- (HILLHAVEN) 5%
34. WYNDHAM HOTEL 5%
Exhibit Effective as of January 1, 1997
XXXXXXXX XXXXXX CORPORATION
By:
---------------------------------
Date:
----------------------
WINK XXXXX EQUIPMENT COMPANY, INC.
By: /s/ Wink X. Xxxxx, Xx.
--------------------------------
Date: 2/10/97
--------------------
EXHIBIT G OF DEALER AGREEMENT
B22FM90001/90017
1: January 31, 1998
Exhibit Effective as of January 1, 1997
XXXXXXXX MILN0R CORPORATION
By:
---------------------------------
Date:
----------------------
WINK XXXXX EQUIPMENT COMPANY, INC.
By:
---------------------------------
Date:
----------------------
