1
EXHIBIT 10.15
MOTORVAC TECHNOLOGIES, INC.
PRODUCTS DISTRIBUTION AGREEMENT
THIS PRODUCTS DISTRIBUTION AGREEMENT ("AGREEMENT") is made and entered
into this 6th day of January, 1997, by and between MOTORVAC TECHNOLOGIES, INC.,
a Delaware Corporation ("MTI"), with its principal place of business located at
0000 X. Xxxxxxx Xxx, Xxxxx Xxx, Xxxxxxxxxx, X.X.X. and CHINA MOTOR-VEHICLE
SAFETY APPRAISAL AND INSPECTION CENTER (CMVSAIC) ("Distributor") with its
principal place of business located at 00 Xxxx Xxxx Xxx Xxxxx Xxxxxx, Xxxx Xxxx
Xxxxxxxx, Xxxxxxx, China, with reference to the following facts:
RECITALS
A. MTI markets a range of products and replacement parts for cleaning
gasoline and diesel engines that are sold under the brand names listed
in the schedule attached hereto as Exhibit A, hereinafter referred to
as the "Products."
B. Distributor hereby represents that it possesses the facilities and
ability to promote the sale and distribution of the Products, in
accordance with the Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals and the covenants
and agreements contained herein, the parties hereto hereby agree as follows:
1. APPOINTMENT OF SOLE AND EXCLUSIVE DISTRIBUTOR:
a. The territory (the "Territory") covered by this Agreement is
People's Republic of China.
(i) For the term of this Agreement and in accordance with
all of the terms, and subject to the conditions
herein set forth, MTI hereby appoints Distributor as
the sole and exclusive distributor for the sale and
distribution of the Products within the Territory.
b. Distributor hereby accepts its appointment as a distributor of
the Products to develop a demand for, and to the best of its
ability, sell and distribute the Products within the
Territory, and Distributor hereby represents and warrants that
it will make all sales hereunder in accordance with the terms
contained in this Agreement. Distributor's obligations under
this Agreement shall include, but not be limited to:
INITIAL: ____________
____________
REVISION DATE: 12/6/96
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
1
2
(i) Establishing and maintaining Distributor owned
facilities located within the Territory for display
and demonstration of the Products;
(ii) Hiring, training and maintaining adequately trained
sales and technical personnel to develop a market and
service the demand for the Products in the Territory:
(iii) Undertaking advertising campaigns and trade shows;
(iv) Concurrent with execution hereof, Distributor shall
provide to MTI an Annual Minimum Performance Goal
("Annual Goal"), which Annual Goal represents the
minimum amount of Products to be purchased by the
Distributor from MTI for the first year of this
Agreement. The Distributor agrees that the Annual
Goal shall be required to be purchased by Distributor
from MTI as follows:
(a)(i) No less than $300,000 of the Annual Goal for
the first year of this Agreement must be
purchased concurrent with or before the
execution of this Agreement (the "Initial
Order"). The balance or greater of the
Annual Goal for the first year must be during
the remainder of the first year of this
Agreement.
(a)(ii) In the second year of this Agreement, and any
subsequent years of this Agreement or any
extensions thereto (the "Subsequent Years"),
50% of the Annual Goal or greater must be
purchased during the first 180 days of the
Subsequent Years of this Agreement (the
"First 180-Day Goal"), and the balance of the
Annual Goal must be purchased during the
second 180 days of the Subsequent Years of
this Agreement (the "Second 180-Day Goal")
(collectively called the "Annual Goal"),
which Annual Goal shall be deemed to be
added to Section 3b of this Agreement.
For the second year and subsequent years of
this Agreement, MTI and the Distributor agree
that subsequent years Annual Goals shall be
at least the greater of (1) the previous
INITIAL: ____________
____________
REVISION DATE: 12/6/96
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
2
3
years Annual Goal plus 10%, or (2) the
previous years actual purchases plus 10%.
Such Goal shall be acceptable to MTI under the
paragraph following.
For all Subsequent Years of this Agreement,
the Distributor shall provide MTI with an
Annual Goal for all subsequent years, and
such Annual Goals shall be delivered to MTI
at least 60 days in advance of the start of
each Subsequent Year. All Annual Goals are
subject to acceptance by MTI at its sole
discretion. In the event that MTI does not
accept the Annual Goal set by the
Distributor, MTI and the Distributor shall
attempt to come to an agreement on an Annual
Goal. In the event that (A) the Distributor
does not timely deliver an Annual Goal to
MTI or (B) MTI does not accept an Annual Goal
set by the Distributor, or MTI and the
Distributor are unable to agree upon a
replacement Annual Goal, within 30 days of
the date that the Distributor communicates
the Annual Goal to MTI (collectively, an
"Annual Goal Default"), then MTI may
terminate this Agreement in accordance with
the provisions of Section 8b hereof;
(v) Conducting its business in a manner that will reflect
favorably at all times on Distributor, MTI and the
Products and the good name, good will and reputation
of MTI and its authorized distributors. Distributor
shall not itself or with others participate in any
illegal, deceptive, misleading or unethical
advertising or other practices or techniques that are
or might be detrimental to MTI, the Products or the
public; and
(vi) Complying with all applicable laws and with the terms
of this Agreement in connection with the distribution
of the Products.
2. TERM OF AGREEMENT:
a. The initial term of this Agreement shall be for three (3)
years unless earlier terminated as provided in this Agreement.
Thereafter, the term of this Agreement shall be automatically
extended for successive one-year periods unless either party
to this Agreement gives the other party to this Agreement
notice of its intent to terminate this Agreement, and such
notice is received by the non-terminating party at least sixty
(60) days prior to the expiration of the initial term or
renewal term, as applicable.
3. DISTRIBUTOR PURCHASES:
a. Exclusivity. Distributor shall obtain its requirements of
Products only from MTI.
INITIAL: ____________
____________
REVISION DATE: 12/6/96
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
3
4
b. Minimum Purchases/Performance Goals. Distributor acknowledges
that it has represented to MTI that it possesses the
facilities and the ability to generate sales of and distribute
the Products, in accordance with this Agreement, and that
based upon these representations, MTI has entered into this
Agreement with the understanding that Distributor shall make
the minimum purchases of Product, in accordance with the
Annual Goals set forth in this Agreement or as periodically
required by this Agreement. The Distributor and the Company
hereby agree that the Annual Goals, as set forth following,
are expressed in U.S. dollars and Units of Product. If the
Distributor meets or exceeds the Annual Goals or the First
180-day Goal or the Second 180-day Goal, as defined in Section
1.b. of this Agreement, for the first year or subsequent years
of this Agreement, in either U. S. dollar purchases or Units
of Product Purchases, that particular Goal will be deemed to
have been met. For the first year of this Agreement, set
forth below are the ANNUAL GOALS AS AGREED TO BETWEEN MTI AND
THE DISTRIBUTOR:
FOR THE FIRST YEAR:
PRODUCTS
Equipment:
Units of Petrol Machines ___________________
Units of Diesel Machines ___________________
Cleaning Solution:
Cases of Gasoline Fuel
System Cleaner or Drum
Equivalent ___________________
Cases of Diesel Fuel
System Cleaner or Drum
Equivalent ___________________
U.S. Dollar Annual Goal $800,000
___________________
INITIAL: ____________
____________
REVISION DATE: 12/6/96
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
4
5
c. Minimum Performance Goals / Subsequent Years. The form of
schedule shown below should be used by the Distributor to
submit Annual Goals for the Year as specified in Section
1.b.iv.
Set forth below is the ANNUAL GOAL as agreed between MTI and
the Distributor:
FOR THE YEAR FROM ____________________ TO __________________ :
PRODUCTS
Equipment:
Units of Petrol Machines ___________________
Units of Diesel Machines ___________________
Cleaning Solution:
Cases of Gasoline Fuel
System Cleaner or Drum Equivalent ___________________
Cases of Diesel Fuel
System Cleaner or Drum Equivalent ___________________
U.S. Dollar Annual Goal ___________________
ANNUAL GOAL IS REQUIRED TO BE SUBMITTED BY THE DISTRIBUTOR TO MTI AT
LEAST 60 DAYS BEFORE THE EXPIRATION OF EACH YEARLY ANNIVERSARY OF THE
DATE OF SIGNING OF THAT CERTAIN PRODUCTS DISTRIBUTION AGREEMENT
BETWEEN DISTRIBUTOR AND MOTORVAC TECHNOLOGIES, INC. ("MTI") AND THIS
ANNUAL GOAL IS SUBJECT TO ACCEPTANCE BY MTI IN ITS SOLE DISCRETION.
SUBMITTED BY: __________________________ DATE: ________________
DISTRIBUTOR NAME: __________________________
ACCEPTED BY: __________________________ DATE: _________________
ON BEHALF OF MTI
INITIAL: ____________
____________
REVISION DATE: 12/6/96
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
5
6
d. Normal Retail Price. Concurrent with each submission of
Annual Goal by the Distributor under this Agreement, the
Distributor shall also submit to MTI the "Normal Retail Price"
of each and all Products in the Distributor's Territory. Such
Normal Retail Price shall be the price at which the Products
are sold to the end user of the Products, normally a repair
garage or service center. Notwithstanding the foregoing,
Distributor is free to set its own resale prices unilaterally.
No employee or representative of MTI has any authority to tell
Distributor what its resale prices must be, nor to inhibit in
any way a Distributor's independent pricing decision.
e. Non-compete. During the term of this Agreement and for three
(3) years after termination, Distributor will not, directly or
indirectly, supply, sell, promote or distribute in the
Territory any other products that are similar to, or
competitive with, the Products. For the same period,
Distributor will not attempt to replicate, sell, promote,
distribute or manufacture any cleaning solution or fuel system
cleaning machines for use, under any circumstances, with or
without MTI's patented and proprietary technology or systems.
Any such actions by Distributor would substantially and
permanently damage MTI, and result in the immediate
termination of this Agreement (if applicable). In connection
with the above, MTI will be entitled to seek any remedy
available at law or in equity.
f. Restrictions With Respect to Proprietary Information.
(i) Trade Secrets. Distributor hereby acknowledges and
agrees that MTI owns certain trade secrets and other
confidential and/or proprietary information and
intellectual property which constitute valuable
property rights, which MTI has developed through a
substantial expenditure of time and money, which are
and will continue to be utilized in MTI's business
and which are not generally known to the trade. This
proprietary information expressly includes, but is
not limited to, the list of names of the
distributors, dealers, customers and suppliers of
MTI, the identities of key personnel of the
distributors, dealers, customers and suppliers of
MTI, and other information concerning the Products,
finances, personnel contractors processes, pricing
information, production schedules and other types of
proprietary information relating to MTI's operations.
In recognition of these facts, Distributor hereby
agrees that the Distributor, both during and after
the term of this Agreement:
(a) Will not use or disclose, directly or
indirectly, and will keep secret and
confidential, all trade secrets and
proprietary
INITIAL: ____________
____________
REVISION DATE: 12/6/96
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
6
7
information of MTI, including but not limited
to those items specifically mentioned above;
(b) Will not, directly or indirectly, either on
Distributor's own behalf or on behalf of any
other person or entity, solicit or attempt to
solicit any employee, contractor, dealer or
distributor of MTI to leave their employment,
contractor, dealer or distributor
relationship with MTI;
(c) Upon the termination of this Agreement or at
anytime at MTI's request, Distributor shall
return all documents or materials which have
been furnished to Distributor by MTI in
connection with this Agreement; and
(d) All uses by Distributor of MTI's name or any
trademarks or tradenames (or any other marks
or names closely resembling the same) now and
hereafter owned by MTI or its affiliates
shall be subject to prior written approval by
MTI. Distributor is not authorized to use
MTI's names or trademarks in connection with
any aspect of its business other than in the
sales, marketing and advertising of the
Products.
g. Distributor Further Acknowledges and Agrees :
(i) Copying, duplicating, or imitating the Products by
Distributor is illegal and would result in permanent
irreparable injury to MTI. Any such activities will
cause an immediate termination of this Agreement, and
MTI will be entitled to seek any remedy available at
law or in equity.
(ii) Distributor may sell the Products only in the
Territory. If Distributor sells any Products outside
said Territory, either directly or indirectly, the
Distributor shall be in breach of this Agreement and
MTI shall have the right to terminate this Agreement
at its sole discretion by providing the Distributor
with 90 days advance written notice. MTI shall not be
required to sell to the Distributor any further
Products after notification of termination has been
sent by MTI to the Distributor.
h. Purchase Price. MTI will sell to the Distributor the Products
at the prices shown in Exhibit B of this Agreement. These
prices are consistent with those given to MTI's international
distributors. MTI reserves the right to adjust prices from
time to time, but may not increase prices more than two times
per
INITIAL: ____________
____________
REVISION DATE: 12/6/96
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
7
8
year, and each such price increase shall be effective only on
delivery of 30 days prior written notice by MTI to the
Distributor.
i. Payment. The payment of the purchase price for Products
purchased by the Distributor from MTI may be made by cash,
irrevocable letter of credit, sight draft, electronic bank
transfer or other such methods as may be negotiated and
accepted by MTI. No shipments of Product will be made by MTI
until method of payment has been accepted by MTI.
j. Brochures. MTI shall, at its expense, provide Distributor
with an initial supply of MTI's current sales brochures and
descriptive materials in English, which materials include
negatives, color separations and ad slicks, as may be
reasonably requested by Distributor in connection with
fulfilling Distributor's obligations hereunder.
k. Orders. Distributor shall transmit written orders for
Products to MTI. Distributor reserves the right to cancel an
order if and when any of the following circumstances occur and
adversely affect the Distributor or its business:
(i) War;
(ii) Cancellation of Most Favored Nation Treaty and
Article 301; or
(iii) Anti-dumping duty charge.
l. Orders. MTI reserves the right to cancel any orders of the
Distributor if and when any of the following circumstances
occur and adversely affect MTI or its business:
(i) War;
(ii) Orders by the government of the United States of
America banning foreign shipments; or
(iii) Acts of God that prevent MTI from completing an
order.
MTI also reserves the right to cancel any order placed by the
Distributor or to refuse to ship or to delay the shipment
thereof if
1. Distributor:
(i) shall fail to make any payments for Products in
accordance with the terms of this Agreement or in
accordance with terms agreed to between MTI and the
Distributor, from time to time;
INITIAL: ____________
____________
REVISION DATE: 12/6/96
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
8
9
(ii) shall fail to meet the Annual Goal, or the First
180-day Goal or the Second 180-day Goal set forth as
part of this Agreement or otherwise established from
time to time;
(iii) has been notified of MTI's intent to terminate
Distributor as a distributor of MTI pursuant to this
Agreement; or
(iv) is not in good financial condition, as determined by
MTI; or
2. this Agreement shall have terminated pursuant to the
provisions hereof.
m. Shipments. MTI shall ship the Products or cause the Products
to be shipped as ordered by Distributor upon MTI's acceptance
of Distributor's order and payment terms. MTI will not be
responsible for delays caused by shortage of materials,
strikes, shortage of shipping facilities, acts of God, or
other causes not within the reasonable control of MTI.
4. TRAINING:
a. MTI shall provide initial training in the use of the Products
to Distributor except as specified below. MTI shall be
responsible for paying all expenses, salaries, travel and
other costs incurred by MTI's employees in connection with
providing such training. Distributor shall be responsible for
the following expenses :
(i) Local transportation
(ii) Room and board (under special circumstances)
(iii) Any expenses related to the training which occurred
in the Territory.
Following the completion of the initial training and upon
reasonable request of Distributor, MTI shall make its
personnel or consultants available at locations to be selected
by MTI for the purpose of providing additional training in the
use of the Products upon reasonable request of Distributor.
MTI shall, at its expense, supply to Distributor a reasonable
number of MTI's current operator manuals, service bulletins
and other materials for use in connection with the use of the
Products.
5. WARRANTIES:
a. Exclusive Warranties. MTI shall provide Distributor with the
manufacturer's warranty applicable for the Products. Such
warranty generally provides that
INITIAL: ____________
____________
REVISION DATE: 12/6/96
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
9
10
the equipment shall be in good working order for a period of
one (1) year from the date the Product is first placed in
service provided that the end of the Warranty period shall not
be later than eighteen (18) months from the date of shipment
of such Product to the Distributor or the Distributor's
customer by MTI (The "Warranty Period").
b. Warranty Repairs. It will be the responsibility of the
Distributor to effect repairs to the Products during the
Warranty Period.
c. Parts Warranty Claims. All warranty claims must be submitted
by the Distributor to MTI for approval. During the Warranty
Period, MTI will replace defective parts on a case by case
basis at no charge to Distributor with an agreed to freight
allowance.
d. Sale of Replacement Parts. Nothing contained herein shall be
deemed to prohibit Distributor from selling replacement parts
for the Products within the Territory, provided that subject
parts are purchased from MTI.
e. Other. Distributor further acknowledges that said warranty is
effective only if the Products are used with
CarbonClean/MotorVac cleaning solutions listed in Exhibit A
attached hereto. Distributor acknowledges that no Warranties
are created by this Agreement and, with respect to the
Products, MTI hereby disclaims all implied warranties of
merchantability and fitness for use for a particular purpose.
6. INDEPENDENT CONTRACTOR:
This Agreement does not create the relationship of employer and
employee, partnership or agency between MTI and Distributor.
Distributor, in connection with all of its obligations hereunder,
shall be an independent contractor of MTI and under no circumstances
is Distributor to be considered to be the employee, partner or agent
of MTI. Distributor is not granted any right by this Agreement to
create any obligation or responsibility, on behalf of or in the name
of MTI. Distributor covenants that it is and will remain in
compliance with all federal, state and local laws and regulations
applicable to its business including, without limitation, all labor
regulations, and foreign, and United States federal and state tax
requirements.
7. MODIFICATIONS AND IMPROVEMENTS:
Upon making or discovering any improvements to the Product,
Distributor shall:
INITIAL: ____________
____________
REVISION DATE: 12/6/96
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
10
11
a. provide MTI with all details of such improvements;
b. acknowledge that such improvements and the right to obtain any
patent, trademark, copyright or other similar protection
belong exclusively to MTI; and
c. provide such assistance to MTI as MTI may reasonably require
to obtain patents, copyrights or other similar protection.
8. TERMINATION:
This Agreement may be terminated for any of the following reasons:
a. Expiration. After the expiration of the term of this
Agreement, in accordance with Section 2 hereof.
b. Goals. In the event that Distributor fails to provide the
required Annual Goals in accordance with Section 1(b(iv)
hereof or fails to purchase the required First 180-day Goal or
Second 180-day Goal amounts at any time, MTI may terminate
this Agreement, at its sole discretion, by providing the
Distributor with thirty (30) days advance written notice of
its intent to terminate this Agreement.
c. Default. If, during the term of this Agreement, Distributor
defaults in the performance of any of its other obligations
under this Agreement, or any of the representations or
warranties made by Distributor are determined to be untrue,
MTI may give Distributor notice of default and if Distributor
fails to cure such default within thirty (30) days (or if such
default cannot be cured within thirty (30) days, no diligent
effort has been made to cure such default), this Agreement
shall be deemed terminated as of the end of such ninety (90)
day period without any further action on the part of MTI .
Distributor will then accept no further orders for the
Products from the Territory and MTI shall have no further
obligations to Distributor hereunder.
d. Insolvency. This Agreement will automatically terminate if
either party should become bankrupt, insolvent, or cease to do
business, or make an assignment for the benefit of creditors.
e. Competition This Agreement shall automatically terminate in
the event that the Distributor breaches any of the covenants
against competition contained in Sections 3.e. and 3.f.(i)
hereof;
INITIAL: ____________
____________
REVISION DATE: 12/6/96
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
11
12
f. Sales Outside the Territory. In the event that the
Distributor breaches the sales covenants contained in Section
3.g.(ii) hereto, then MTI may terminate this Agreement in
accordance with the notice provisions contained in Section
3.g.(ii) hereof.
g. No Waivers. The failure of MTI to terminate this Agreement
pursuant to any of the subparagraphs in this Section
shall not be considered to be a waiver by MTI of its right to
terminate this Agreement in the future pursuant to this
section for such default or any similar default.
h. Repurchase. In the event of termination of this Agreement by
either party for any reason, MTI may at its option repurchase
from Distributor at the net price paid by the Distributor to
MTI, less a 25% restocking charge and actual freight, duties
and taxes on the shipment thereof to the Distributor, any MTI
Products at the Distributor's place of business or in the
possession of the Distributor. On demand and at the tender of
the repurchase price and related cost, shipping and handling
expenses and charges incurred by the Distributor, Distributor
shall deliver such Products to MTI. The payment shall be by
negotiable instrument.
9. MISCELLANEOUS:
a. Modification-Waiver. No cancellation, modification,
amendment, deletion, addition, or other change in this
Agreement or any provision hereof, or waiver of any right or
remedy herein provided, shall be effective for any purpose
unless specifically set forth in a writing signed by the party
to be bound thereby. No waiver of any right or remedy in
respect of any occurrence or event shall be deemed nor shall
constitute a continuing waiver or a waiver of any similar
occurrence or event on any other occasion.
b. Final Agreement. This Agreement shall be deemed for all
purposes to have been made in California. This Agreement
supersedes and terminates all prior or contemporaneous other
agreements, oral or written, between the parties hereto with
respect to the subject matter hereof and the transactions
contemplated hereby and discharges any liability of MTI or any
affiliated or predecessor corporation in respect of any such
prior agreements, and, together with the Exhibits hereto,
contains the entire agreement of the parties with respect to
the subject matter hereof.
INITIAL: ____________
____________
REVISION DATE: 12/6/96
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
12
13
c. Controlling Law. This Agreement and the performance of the
obligations imposed upon the parties hereunder shall be
governed by and construed in accordance with the laws of the
State of California, to the exclusion of all other laws. The
parties each
(i) confer sole and exclusive jurisdiction upon, and
agree that the proper venue of any such action shall
be in, the courts located in Orange County,
California, in connection with all disputes arising
under or related to this Agreement, and
(ii) waive any and all objections that they may have with
respect to jurisdiction of, or venue in, such court.
d. Successors and Assigns. The provisions of this Agreement
shall be binding upon and insure to the benefit of MTI and
Distributor and their respective successors and permitted
assigns. Distributor may not assign this Agreement (by
operation of law or otherwise) without the prior written
consent of MTI. MTI may assign this Agreement to its
subsidiaries or parent company or to any related company upon
30 days advance written notice provided by MTI to the
Distributor.
e. Confidentiality. The parties mutually agree that any
confidential information furnished to the other, so labeled or
described shall remain confidential and not be made available
to any other party, without written permission from the party
furnishing said information.
f. Notices. Any notice required or permitted hereunder shall be
given by mailing the same in a sealed envelope, postage paid
and sent via registered mail addressed as follows:
MTI: MOTORVAC TECHNOLOGIES, INC.
0000 X. Xxxxxxx Xxx
Xxxxx Xxx, Xxxxxxxxxx, XXX 00000
Distributor: CHINA MOTOR-VEHICLE SAFETY APPRAISAL
AND INSPECTION CENTER (CMVSAIC)
00 Xxxx Xxxx Xxx Xxxxx Xxxxxx
Xxxxxxx, Xxxxx
Attention: Xx. Xxxx Huande, President
INITIAL: ____________
____________
REVISION DATE: 12/6/96
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
13
14
Either party may change its address for notices hereunder by
written notice to the other party.
g. Limitation of Liability. MTI's liability to Distributor
hereunder with respect to any order, MTI's performance
thereof, or the Products sold hereunder shall not exceed the
purchase price paid by Distributor for the Products. In no
event shall MTI be liable to Distributor for special,
incidental or consequential damages.
h. Extraordinary Circumstances. Except for any payment
obligations of either party hereunder, neither MTI nor
Distributor shall be liable for any delay or failure to
perform on account of any cause beyond such party's reasonable
control, including, but not limited to, work stoppages, work
slow-downs, strikes or other industrial disputes; fire,
explosions, floods, earthquakes or other acts of God; riots or
civil disturbances, war or other acts of civil or military
authorities; and delays caused by suppliers or material
shortages.
i. Changes to Products. The Distributor hereby agrees and
acknowledges the Company may, at its sole discretion, withdraw
or replace or add products to Exhibit A or B attached hereto
at any time. The distributor waives any right or notice on
such a change.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
MotorVac Technologies, Inc., China Motor-Vehicle Safety Appraisal
a Delaware corporation and Inspection Center (CMVSAIC)
By: s/ Xxx X. Xxxxxx By: s/ Xxxx Xxxx De
------------------------------ -------------------------------
Its: President Its: General Manager
----------------------------- ------------------------------
Date: 1/6/97 Date: 1/6/97
---------------------------- -----------------------------
INITIAL: ____________
____________
REVISION DATE: 12/6/96
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
14
15
EXHIBIT A
PRODUCTS
SUMMARY
PART # BRAND NAME
------ ----------
ECS-300e ECS-300e Fuel System Cleaning Machine for Gasoline
Includes: 200-3000 Basic Adaptor Kit
200-3009 Euro/Asia Adaptor Kit
200-3006 U.S. Ford Adaptor Kit
200-3008 U.S. GM Adaptor Kit
User Guide
16" x 15" x 38" (82 lbs.)
40.6cm x 38.1cm x 96.5cm (37.2 kg)
IDT-4000i Fuel System Cleaning Machine for Diesel
Includes: 200-3040 Adaptor Kit
User & Service Guide
23 1/4" x 18" x 39 1/2" (98 lbs.)
59.0cm x 45.7cm x 100.3cm (44.5 kg)
400-0010 Fuel System Cleaner for Diesel
(12) 16 oz. Cans
1 case = 12" x 10" x 8" (15 lbs.)
30.5cm x 25.4cm x 20.3cm (6.8 kg)
400-0020 Fuel System Cleaner for Gasoline
(12) 8oz. Bottles
1 case = 9" x 7" x 6" (7 lbs.)
22.8cm x 17.8cm x 15.2cm (3.2 kg)
INITIAL: ____________
____________
REVISION DATE: 12/6/96
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
15
16
EXHIBIT A
PRODUCTS
EQUIPMENT AND SOLVENT
PART # DESCRIPTION
------ -----------
400-0030 Intake Cleaning Detergent - (12) 8oz. Bottles
1 case = 9" x 7" x 6" (7 lbs.)
22.8cm x 17.8cm x 15.2cm (3.2 kg)
200-6000 Intake Cleaning Kit - (12 kits per case)
(1 kit includes 8 oz. Bottle & Sprayer)
1 case = 17" x 17" x 11" (15 lbs.)
43.2cm x 43.2cm x 27.9cm (6.8 kg)
050-0073 Filter for ECS-300e
($12.00/filter) (case of 12)
050-0075 Filter (Spin On) for ECS-300i
(case of 12)
050-1909 Filter for IDT-4000i
($19.95/filter) (case of 12)
INITIAL: ____________
____________
REVISION DATE: 12/6/96
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
16
17
EXHIBIT A
PRODUCTS
CARBONCLEAN REPLACEMENT PARTS
SERIES 300
PART # DESCRIPTION
------ -----------
010-0005B XOLOX SHIELD
010-0006B TANK CAP
010-0009B TANK RESERVOIR
010-0017B ECS 300i OVERLAY
010-0019B ECS HANDLE
010-0020B ECS AXLE
010-0021B ECS WHEEL
010-0022B ECS BASE LEG
010-0024B ECS HOSE BRACKET
010-0025B ECS CORD BRACKET
020-0010B BUZZER
020-0030B EXTERNAL WIRING HARNESS
020-0035B 5 AMP CIRCUIT BREAKER
020-0037B 10 AMP CIRCUIT BREAKER
020-0038B 15 AMP CIRCUIT BREAKER
020-0040B INTERNAL WIRING HARNESS
020-0063B ELEC. LAMP AMBER
020-0067B ELEC. LAMP WHITE
020-0073B ELEC. LAMP GREEN
020-0083B ELEC. LAMP RED
020-0090B RELAY 8 TRIM, EAR MOUNT
020-0100B ONOFF & PS/LEAK SWITCH
020-0110B PURGE SWITCH, 1/2 MT
020-0120B START SWITCH, 1/2 MT
020-0150B TIMER 60 MIN 3/8 W/NUT
020-0151B TIMER FACE PLATE
020-0152B TIMER KNOB BLACK
020-0374B STRAIN RELIEF 1/2 MT
030-0002B X.XXXX 1/4 X 1/8 FPT NI
030-0005B MALE ELBOW 1/4 X 1/4 MPT
030-0006B MALE ELBOW 1/4 X 1/8 MPT
030-0013B HEX NIPPLE 1/4 P NI
030-0015B MALE ELBOW 5/16 X 1/8 MPT NY
030-0016B X. XXXX 5/16 X 1/8 MPT NY
030-0017B X. XXXX 5/16 X 1/4 MPT NY
030-0020B X. XXXX 3/8 X 1/4 MPT NAB NI
INITIAL: ____________
____________
REVISION DATE: 12/6/96
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
17
18
PART # DESCRIPTION
------ -----------
030-0021B ECS F CONN 5/16 X 1/8 FPT NI
030-0022B X. XXXX 5/16T X 1/4 P NI
030-0023B X. XXXX 5/16T X 1/4 P NI
030-0024B M. ELBOW 5/16T X 1/8 NI
030-0025B X. XXXX 3/8T X 1/4P NI
030-0026B ECS X. XXXX 1/4 XXXX X 1/8 NI
030-0030B X. XXXX 3/8 X 1/4 FPT NI
030-0031B ELBOW 1/4 MPT X 1/4 FPT NI
030-0050B X. XXXX 3/8 X 1/8 MPT NI
030-0090B X-000 XXXXXXXX XXXXX 0 XXX 0/0 XXX
000-0000X XXX XXXXXXXX XXXXX, 0 XXX 0/0
030-0100B X-000 XXXXXXXX XXXXX-0 XXX 1/8
030-0105B ECS JUNCTION XXXXX-0 XXX 0/0
000-0000X XXXX ELBOW 3/8 X 1/4 MPT NI
030-0131B FEMALE ELBOW 3/8 X 1/4 MPT NI
030-0140B MALE ELBOW 3/8 X 1/8 MPT NI
030-0150B MALE ELBOW 5/16 X 1/4 MPT NI
030-0160B X. XXXX 5/16 X 1/8 MPT NI
030-0189B X. XXXX 1/4 FPT X MPT NI
030-0192B COMP ALIGN NUT 5/16
030-0205B P-200 CROSS 1/8 FPT NI
030-0206B CROSS 1/4 FPT NI
030-0208B X. XXXX 3/8 X 1/4 MPT NI
030-0209B TEE 3/8 NT X 1/4 MPT X 3/8 (NY)(USED WITH VACUUM SWITCH)
030-0210B UNION 1/8 MPT X 1/4 MPT (NY)
030-0211B X. XXXX 90 3/8 X 1/4 FPT NY
040-0401B XOLOX PUMP MOUNT NUT
040-0500B ECS GRAB HANDLE LOCKWASHER
040-0502B ECS "E' CLIP FOR AXLE
040-0503B ECS AXLE SPACER
040-0505B ECS GRAB HANDLE NUT
040-0506B ECS LEG CAP
040-0507B ECS AXLE BUSHING NY
040-0508B ECS VAC HOSE SNAP BUSHING
040-0509B ECS GRAB HANDLE BOLT
040-5326B 3/32 X 4 NYLON CABLE TIE
050-0010B PSI GAUGE
050-0011B BAR GAUGE
050-0012B ECS VACUUM GAUGE
050-0013B ECS BAR VACUUM GAUGE
050-0008B VACUUM SWITCH 1/4 MPT
INITIAL: ____________
____________
REVISION DATE: 12/6/96
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
18
19
PART # DESCRIPTION
------ -----------
050-0015B 3 WAY SOLENOID 3/32
050-0017B PRESSURE SWITCH 1/8
050-0021B STAINLESS CK VALUE
050-0052B REG NEEDLE VALVE
050-0065B CONTROL VALVE
050-0074B FILTER, INLINE
050-0075B FILTER, SPIN-ON
050-0076B FILTER & BASE 1/4 FPT
050-0088B RELIEF VALVE 105 PSI
060-0440B HOSE CLAMP
060-0450B HOSE CLAMP
060-1000B 1/4 MALE TUBE ADAPTOR
060-1100B 5/16 MALE TUBE ADAPTOR
060-1200B 3/8 MALE TUBE ADAPTOR
060-1300B 1/4 FEMALE ADAPTOR (Open-end hose)
060-1400B 5/16 FEMALE ADAPTOR (Open-end hose)
060-1500B 3/8 FEMALE ADAPTOR (Open-end hose)
060-1600B 12 MM BANJO
060-1700B 90 TUBE 5/16 MPT FUEL INLET ADAPTOR
060-1800B 90 TUBE 3/8 MPT FUEL INLET ADAPTOR
060-1900B 12 MM BANJO BOLT
060-1901B 12 MM WASHER
060-1902B 12 MM CAP NUT
060-2000B 5/16 LOOP MALE ADAPTOR
060-2100B 3/8 PLUG COLLAR
060-2101B 3/8 CARB PLUG ADAPTOR
060-2200B 5/16 PLUG COLLAR
060-2201B 5/16 CARB PLUG ADAPTOR
060-2300B 14 MM FEMALE
060-2400B 1C MM BANJO
060-2401B 8 MM BANJO
060-2402B 14 MM BANJO
060-2501B FQD LOOP ADAPTOR
060-2502B TEE
060-2600B 16 MM FEMALE
060-2720B 10 MM BANJO BOLT
060-2800B 1/4 MALE CONNECTOR (Ford,GM,Chrysler,Jeep)
060-2900B 5/16 MALE NYLON (Ford,Lincoln,Mercury)
060-3000B 1/8 MPT ADAPTOR (Ford,Lincoln,Mercury)
060-3100B TBI & PFI INLET (GM)
060-3105B FEMALE SIDE OF 3100 (GM)
INITIAL: ____________
____________
REVISION DATE: 12/6/96
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
19
20
PART # DESCRIPTION
------ -----------
060-2700B 14 MM X 16 MM MALE UNION
060-2710B 8 MM BANJO BOLT
060-2711B 8 MM WASHER (Set of 3)
060-3200B 1/4 MPT ADAPTOR (Ford,Lincoln,Mercury)
060-3300B TBI & PFI OUTLET (GM)
060-3304B TBI & PFI USED W/1700 (GM)
060-3305B FEMALE SIDE OF 3300 (GM) (Replaces 060-4000)
060-3500B 3/8 MALE ADAPTOR (Ford,Lincoln,Mercury)
060-3505B 3/8 FEMALE ADAPTOR (Ford,Lincoln,Mercury)
060-3508B XXXXXXX VALVE (Ford,Lincoln,Mercury)
060-3600B 1/2 MALE ADAPTOR (Ford,Lincoln,Mercury)
060-3605B 1/2 FEMALE ADAPTOR (Ford,Lincoln,Mercury)
060-3700B XXXXXXX VALVE (GM,Chrysler,Jeep)
060-3800B VOLVO ADAPTOR
060-3900B 5/16 FQD (Ford,Lincoln,Mercury)
060-3901B 3/8 FQD (Ford,Lincoln,Mercury)
060-3902B 1/4 FQD (Ford,Lincoln,Mercury)
060-4100B HYUNDAI ADAPTOR
060-4200B 5/16 MALE METAL (GM,Chrysler,Jeep)
060-4205B 5/16 FQD (GM,Chrysler,Jeep)
060-4300B 3/8 MALE CONNECTOR(Ford,GM,Chrysler,Jeep)
060-4305B 3/8 FQD (GM,Chrysler,Jeep)
060-4405B 1/4 FQD (GM,Chrysler,Jeep)
070-0080B 1/4 NYLON TUBE
070-0085B 5/16 NYLON TUBE
070-0086B 3/8 NYLON TUBE
070-0100B HOSE VACUUM
080-0230B 1/4 FPT FQD NI
080-3301B O-RING VITON USED w/3304
080-3302B SM. O-RING VITON Used w/3300,3304
080-3402B LG. O-RING VITON Used w/3100,3500,4100
080-3501B SMALL CLIP & TETHER (Ford,Lincoln,Mercury)
080-3601B LARGE CLIP & TETHER (Ford,Lincoln,Mercury)
080-3602B O-RING VITON Used w/3600
080-3701B VITON SEAL,3700
080-3903B 5/16 RETAINER (Ford,Lincoln,Mercury)
080-3904B 3/8 RETAINER (Ford,Lincoln,Mercury)
080-3905B 1/4 RETAINER (Ford,Lincoln,Mercury)
080-4206B 5/16 RETAINER (GM,Chrysler,Jeep)
080-4306B 3/8 RETAINER (GM,Chrysler,Jeep)
080-4408B 1/4 RETAINER (GM,Chrysler,Jeep)
INITIAL: ____________
____________
REVISION DATE: 12/6/96
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
20
21
PART # DESCRIPTION
------ -----------
100-0090B ECS INTERNATIONAL MANUAL
100-0300B CHINESE OVERLAY
100-0104B FUEL INJECTOR PULSER IT100 (MQ)
100-4047B SPANNER NUT
100-4048B SPANNER WRENCH
100-5001B ICS TUBING (30")
200-0083B P-200 RETURN REGULATOR ASSEMBLY
200-0093B TEE ASSEMBLY
200-0200B IN-LINE FILTER ASSEMBLY
200-0203B FILTER & TANK 5/16" ASSEMBLY
200-0204B XXXXXXX FILTER & TANK 3/8" ASSEMBLY
200-0280B P-200 VACUUM SWITCH ASSEMBLY
200-0300B ECS/P-200 RETURN HOSE ASSEMBLY
200-0400B ECS/P-200 OUTPUT HOSE ASSEMBLY
200-0704B XXXXXXX PUMP 5/16" ASSEMBLY
(With plumbing fittings)
200-0705B XXXXXXX PUMP 3/8" ASSEMBLY
(With plumbing fittings)
200-0706B XOLOX PUMP ASSEMBLY
(With plumbing fittings)
200-1002B ECS BAR GAUGE ASSEMBLY
200-1004B ECS BAR VACUUM GAUGE ASSEMBLY
200-1008B ECS 2-WAY ASSEMBLY
200-1010B ECS 5-WAY ASSEMBLY
200-1011B ECS OUTPUT REGULATOR ASSEMBLY
200-1012B ECS RETURN REGULATOR ASSEMBLY
200-1013B ECS CONTROL VALVE ASSEMBLY
200-1014B ECS TEE ASSEMBLY
200-1175B FUEL QD TOOL KIT
200-3000B BASIC ADAPTOR KIT
200-3006B FORD ADAPTOR KIT
200-3008B GM ADAPTOR KIT
200-3009B ASIAN/EURO ADAPTOR KIT
200-4007B TIMER ASSEMBLY
200-4008B FILTER & BASE 3/8" ASSEMBLY
200-4009B FILTER & BASE 5/16" ASSEMBLY
200-5000B SOLENOID REPAIR KIT
300-3000B BASIC ORGANIZER BAG (GREEN)
300-3006B FORD ORGANIZER BAG (RED)
300-3008B GM ORGANIZER BAG (BLUE)
300-3009B ASIAN/EURO ORGANIZER BAG (ORANGE)
INITIAL: ____________
____________
REVISION DATE: 12/6/96
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
21
22
EXHIBIT A
IDT 4000I REPLACEMENT PARTS
PART # DESCRIPTION
------ -----------
010-0034B TANK CAP
010-0026B WHEEL
010-0037B LEG
010-0040B FOOT GLIDE
010-0461B LOWER SENDING UNIT ADAPTOR
020-0049B ALARM HORN
020-4045B LOWER SENDING UNIT
020-0043B ELECTRICAL HARNESS, LOWER UNIT
020-0045B ELECTRICAL HARNESS, INTERNAL MAIN
020-0046B ELECTRICAL HARNESS, EXT. BATTERY
020-0047B ELECTRICAL HARNESS, EXT. SHUTDOWN
020-0091B RELAY
050-0018B PRESSURE SWITCH
050-0044B HYDRAULIC PUMP 12v (Diesel)
050-0086B FILTER ELEMENT REPLACEMENTS (20)
060-0590B FQD (Supply Tank)
060-0592B MQD (Supply Tank)
080-0230B FQD (Hose End)
100-0200B CHINESE OVERLAY
200-1471B OUTPUT HOSE ASSEMBLY
200-1472B RETURN HOSE ASSEMBLY
200-1960B UNIVERSAL ADAPTOR KIT
200-4003B OUTPUT SOLENOID ASSEMBLY
200-4004B PUMP ASSEMBLY
200-4031B ELECTRONIC HEAD ASSEMBLY
200-4032B FILTER ASSEMBLY
200-4038B PRESSURE SWITCH ASSEMBLY
INITIAL: ____________
____________
REVISION DATE: 12/6/96
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
22
23
EXHIBIT B
PRICING
EFFECTIVE JANUARY 1, 1996
Home Office:
0000 X. Xxxxxxx Xxx
Xxxxx Xxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
INITIAL: ____________
____________
REVISION DATE: 12/6/96
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
23
24
EXHIBIT B
PRICING
F.O.B. WAREHOUSE
PART # DESCRIPTION COST
------ ----------- ----
400-0010 Fuel System Cleaner for Diesel - (12) 16 oz. Cans 77.00
1 case = 12" x 10" x 8" (15 lbs.)
30.5cm x 25.4cm x 20.3cm (6.8 kg)
400-0020 Fuel System Cleaner for Gasoline - (12) 8 oz. Bottles 50.00
1 case = 9" x 7" x 6" (7 lbs.)
22.8cm x 17.8cm x 15.2cm (3.2 kg)
400-0030 Intake Cleaning Detergent - (12) 8 oz. Bottles 53.00
1 case = 9" x 7" x 6" (7 lbs.)
22.8cm x 17.8cm x 15.2cm (3.2 kg)
200-6000 Intake Cleaning Kit - (12 kits per case) 360.00
(1 kit includes 8 oz. Bottle & Sprayer)
1 case = 17" x 17" x 11" (15 lbs.)
43.2cm x 43.2cm x 27.9cm (6.8 kg)
ECS-300e ECS-300e Fuel System Cleaning Machine for Gasoline 1,695.00
Includes:
200-3000 Basic Adaptor Kit
200-3009 Euro/Asia Adaptor Kit
200-3006 U.S. Ford Adaptor Kit
200-3008 U.S. GM Adaptor Kit
User Guide
16" x 15" x 38" (82 lbs.)
40.6cm x 38.1cm x 96.5cm (37.2 kg)
IDT-4000i Fuel System Cleaning Machine for Diesel 1,650.00
Includes:
200-3040 Adaptor Kit
User & Service Guide
23 1/4" x 18" x 39 1/2" (98 lbs.)
59.0cm x 45.7cm x 100.3cm (44.5 kg)
000 XXXX X 00-Xxxxxx Xxxx (Gasoline) 2,950.00
400 DRUM D 55-Gallon Drum (Diesel) 2,050.00
INITIAL: ____________
____________
REVISION DATE: 12/6/96
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
24
25
EXHIBIT B
CARBONCLEAN REPLACEMENT PARTS PRICING
SERIES 300
PART # DESCRIPTION PRICE
------ ----------- -----
010-0005B XOLOX SHIELD 15.65
010-0006B TANK CAP 7.75
010-0009B TANK RESERVOIR 105.00
010-0017B ECS 300i OVERLAY 28.25
010-0019B ECS HANDLE 45.00
010-0020B ECS AXLE 23.70
010-0021B ECS WHEEL 12.55
010-0022B ECS BASE LEG 14.60
010-0024B ECS HOSE BRACKET 11.80
010-0025B ECS CORD BRACKET 14.05
020-0010B BUZZER 18.00
020-0030B EXTERNAL WIRING HARNESS 25.00
020-0035B 5 AMP CIRCUIT BREAKER 7.05
020-0037B 10 AMP CIRCUIT BREAKER 7.05
020-0038B 15 AMP CIRCUIT BREAKER 7.05
020-0040B INTERNAL WIRING HARNESS 60.00
020-0063B ELEC. LAMP AMBER 4.75
020-0067B ELEC. LAMP WHITE 4.75
020-0073B ELEC. LAMP GREEN 4.75
020-0083B ELEC. LAMP RED 4.75
020-0090B RELAY 8 TRIM, EAR MOUNT 18.65
020-0100B ONOFF & PS/LEAK SWITCH 4.20
020-0110B PURGE SWITCH, 1/2 MT 6.30
020-0120B START SWITCH, 1/2 MT 11.55
020-0150B TIMER 60 MIN 3/8 W/NUT 26.80
020-0151B TIMER FACE PLATE 3.05
020-0152B TIMER KNOB BLACK 1.75
020-0374B STRAIN RELIEF 1/2 MT 0.25
030-0002B X.XXXX 1/4 X 1/8 FPT NI 2.18
030-0004B P-200 FM UNION 5/16 X 1/4 NT (NY) 6.55
030-0005B MALE ELBOW 1/4 X 1/4 MPT 2.50
030-0006B MALE ELBOW 1/4 X 1/8 MPT 2.18
030-0013B HEX NIPPLE 1/4 P NI 1.45
030-0015B MALE ELBOW 5/16 X 1/8 MPT NY 5.25
030-0016B X. XXXX 5/16 X 1/8 MPT NY 2.55
030-0017B X. XXXX 5/16 X 1/4 MPT NY 2.65
INITIAL: ____________
____________
REVISION DATE: 12/6/96
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
25
26
PART # DESCRIPTION PRICE
------ ----------- -----
030-0020B X. XXXX 3/8 X 1/4 MPT NAB NI 2.33
030-0021B ECS F CONN 5/16 X 1/8 FPT NI 2.40
030-0022B X. XXXX 5/16T X 1/4 P NI 3.30
030-0023B X. XXXX 5/16T X 1/4 P NI 2.35
030-0024B M. ELBOW 5/16T X 1/8 NI 2.75
030-0025B X. XXXX 3/8T X 1/4P NI 2.90
030-0026B ECS X. XXXX 1/4 XXXX X 1/8 NI 2.20
030-0030B X. XXXX 3/8 X 1/4 FPT NI 2.89
030-0031B ELBOW 1/4 MPT X 1/4 FPT NI 2.26
030-0050B X. XXXX 3/8 X 1/8 MPT NI 2.56
030-0095B ECS JUNCTION BLOCK, 2 WAY 1/4 6.25
030-0105B ECS JUNCTION BLOCK-5 WAY 1/4 8.25
030-0130B MALE ELBOW 3/8 X 1/4 MPT NI 3.10
030-0131B FEMALE ELBOW 3/8 X 1/4 MPT NI 4.39
030-0140B MALE ELBOW 3/8 X 1/8 MPT NI 2.91
030-0150B MALE ELBOW 5/16 X 1/4 MPT NI 2.88
030-0160B X. XXXX 5/16 X 1/8 MPT NI 2.09
030-0189B X. XXXX 1/4 FPT X MPT NI 1.95
030-0192B COMP ALIGN NUT 5/16 0.97
030-0206B CROSS 1/4 FPT NI 6.31
030-0208B X. XXXX 3/8 X 1/4 MPT NI 3.96
030-0209B TEE 3/8 NT X 1/4 MPT X 3/8 (NY) 7.70
USED WITH VACUUM SWITCH
030-0210B UNION 1/8 MPT X 1/4 MPT (NY) 1.06
030-0211B X. XXXX 90 3/8 X 1/4 FPT NY 6.12
040-0401B XOLOX PUMP MOUNT NUT 0.05
040-0500B ECS GRAB HANDLE LOCKWASHER 0.05
040-0502B ECS "E' CLIP FOR AXLE 0.10
040-0503B ECS AXLE SPACER 0.45
040-0505B ECS GRAB HANDLE NUT 0.05
040-0506B ECS LEG CAP 0.20
040-0507B ECS AXLE BUSHING NY 0.15
040-0508B ECS VAC HOSE SNAP BUSHING 0.10
040-0509B ECS GRAB HANDLE BOLT 0.10
040-5326B 3/32 X 4 NYLON CABLE TIE 0.05
050-0008B VACUUM SWITCH 1/4 MPT 61.75
050-0010B PSI GAUGE 34.75
050-0011B BAR GAUGE 37.45
050-0012B ECS VACUUM GAUGE 37.45
050-0013B ECS BAR VACUUM GAUGE 38.75
050-0015B 3 WAY SOLENOID 3/32 68.52
INITIAL: ____________
____________
REVISION DATE: 12/6/96
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
26
27
PART # DESCRIPTION PRICE
------ ----------- -----
050-0017B PRESSURE SWITCH 1/8 46.75
050-0021B STAINLESS CK VALUE 78.63
050-0052B REG NEEDLE VALVE 50.00
050-0065B CONTROL VALVE 45.00
050-0074B FILTER, INLINE 14.95
050-0075B FILTER, SPIN-ON 15.95
050-0076B FILTER & BASE 1/4 FPT 56.90
050-0088B RELIEF VALVE 105 PSI 74.48
060-0440B HOSE CLAMP 1.40
060-0450B HOSE CLAMP 1.50
060-1000B 1/4 MALE TUBE ADAPTOR 9.24
060-1100B 5/16 MALE TUBE ADAPTOR 9.94
060-1200B 3/8 MALE TUBE ADAPTOR 10.64
060-1300B 1/4 FEMALE ADAPTOR (Open-end hose) 7.21
060-1400B 5/16 FEMALE ADAPTOR (Open-end hose) 7.42
060-1500B 3/8 FEMALE ADAPTOR (Open-end hose) 7.63
060-1600B 12 MM BANJO 21.70
060-1700B 90 TUBE 5/16 MPT FUEL INLET ADAPTOR 16.10
060-1800B 90 TUBE 3/8 MPT FUEL INLET ADAPTOR 15.61
060-1900B 12 MM BANJO BOLT 8.00
060-1901B 12 MM WASHER 0.42
060-1902B 12 MM CAP NUT 4.00
060-2000B 5/16 LOOP MALE ADAPTOR 7.07
060-2100B 3/8 PLUG COLLAR 3.57
060-2101B 3/8 CARB PLUG ADAPTOR 9.31
060-2200B 5/16 PLUG COLLAR 2.38
060-2201B 5/16 CARB PLUG ADAPTOR 9.31
060-2300B 14 MM FEMALE 13.58
060-2400B 1C MM BANJO 16.80
060-2401B 8 MM BANJO 16.24
060-2402B 14 MM BANJO 22.82
060-2501B FQD LOOP ADAPTOR 37.00
060-2502B TEE 40.80
060-2600B 16 MM FEMALE 14.98
060-2700B 14 MM X 16 MM MALE UNION 13.30
060-2710B 8 MM BANJO BOLT 10.60
060-2711B 8 MM WASHER (Set of 3) 0.28
060-2720B 10 MM BANJO BOLT 11.90
060-2800B 1/4 MALE CONNECTOR (Ford,GM,Chrysler,Jeep) 19.67
060-2900B 5/16 MALE NYLON (Ford,Lincoln,Mercury) 19.67
060-3000B 1/8 MPT ADAPTOR (Ford,Lincoln,Mercury) 9.87
INITIAL: ____________
____________
REVISION DATE: 12/6/96
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
27
28
PART # DESCRIPTION PRICE
------ ----------- -----
060-3100B TBI & PFI INLET (GM) 21.00
060-3105B FEMALE SIDE OF 3100 (GM) 19.32
060-3200B 1/4 MPT ADAPTOR (Ford,Lincoln,Mercury) 9.87
060-3300B TBI & PFI OUTLET (GM) 22.86
060-3304B TBI & PFI USED W/1700 (GM) 9.95
060-3305B FEMALE SIDE OF 3300 (GM) (Replaces 060-4000) 19.32
060-3500B 3/8 MALE ADAPTOR (Ford,Lincoln,Mercury) 34.26
060-3505B 3/8 FEMALE ADAPTOR (Ford,Lincoln,Mercury) 19.74
060-3508B XXXXXXX VALVE (Ford,Lincoln,Mercury) 13.68
060-3600B 1/2 MALE ADAPTOR (Ford,Lincoln,Mercury) 34.56
060-3605B 1/2 FEMALE ADAPTOR (Ford,Lincoln,Mercury) 20.72
060-3700B XXXXXXX VALVE (GM,Chrysler,Jeep) 17.92
060-3800B VOLVO ADAPTOR 16.80
060-3900B 5/16 FQD (Ford,Lincoln,Mercury) 18.62
060-3901B 3/8 FQD (Ford,Lincoln,Mercury) 14.91
060-3902B 1/4 FQD (Ford,Lincoln,Mercury) 14.70
060-4100B HYUNDAI ADAPTOR 34.93
060-4200B 5/16 MALE METAL (GM,Chrysler,Jeep) 19.67
060-4205B 5/16 FQD (GM,Chrysler,Jeep) 19.10
060-4300B 3/8 MALE CONNECTOR(Ford,GM,Chrysler,Jeep) 19.67
060-4305B 3/8 FQD (GM,Chrysler,Jeep) 14.70
060-4405B 1/4 FQD (GM,Chrysler,Jeep) 19.67
070-0080B 1/4 NYLON TUBE 0.82ft
070-0085B 5/16 NYLON TUBE 1.18ft
070-0086B 3/8 NYLON TUBE 1.56ft
070-0100B HOSE VACUUM 0.75ft
080-0230B 1/4 FPT FQD NI 12.65
080-3301B O-RING VITON USED w/3304 0.55
080-3302B SM. O-RING VITON Used w/3300,3304 0.55
080-3402B LG. O-RING VITON Used w/3100,3500,4100 0.50
080-3501B SMALL CLIP & TETHER (Ford,Lincoln,Mercury) 4.00
080-3601B LARGE CLIP & TETHER (Ford,Lincoln,Mercury) 4.00
080-3602B O-RING VITON Used w/3600 0.60
080-3701B VITON SEAL,3700 4.25
080-3903B 5/16 RETAINER (Ford,Lincoln,Mercury) 0.30
080-3904B 3/8 RETAINER (Ford,Lincoln,Mercury) 0.30
080-3905B 1/4 RETAINER (Ford,Lincoln,Mercury) 0.40
080-4206B 5/16 RETAINER (GM,Chrysler,Jeep) 0.75
080-4306B 3/8 RETAINER (GM,Chrysler,Jeep) 0.80
080-4408B 1/4 RETAINER (GM,Chrysler,Jeep) 0.70
100-0090B ECS INTERNATIONAL MANUAL
INITIAL: ____________
____________
REVISION DATE: 12/6/96
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
28
29
PART # DESCRIPTION PRICE
------ ----------- -----
100-0300B CHINESE OVERLAY 28.00
100-0104B FUEL INJECTOR PULSER IT100 (MQ) 144.00
100-4047B SPANNER NUT 5.00
100-4048B SPANNER WRENCH 12.00
100-5001B ICS TUBING (30") 0.75
200-0093B TEE ASSEMBLY 16.35
200-0200B IN-LINE FILTER ASSEMBLY 14.95
200-0203B FILTER & TANK 5/16" ASSEMBLY 150.00
200-0204B XXXXXXX FILTER & TANK 3/8" ASSEMBLY 160.00
200-0704B XXXXXXX PUMP 5/16" ASSEMBLY
(With plumbing fittings) 215.00
200-0705B XXXXXXX PUMP 3/8" ASSEMBLY
(With plumbing fittings) 215.00
200-0706B XOLOX PUMP ASSEMBLY
(With plumbing fittings) 215.00
200-1002B ECS BAR GAUGE ASSEMBLY 39.95
200-1004B ECS BAR VACUUM GAUGE ASSEMBLY
200-1008B ECS 2-WAY ASSEMBLY 9.20
200-1010B ECS 5-WAY ASSEMBLY 198.50
200-1011B ECS OUTPUT REGULATOR ASSEMBLY 256.00
200-1012B ECS RETURN REGULATOR ASSEMBLY 53.00
200-1013B ECS CONTROL VALVE ASSEMBLY 50.00
200-1014B ECS TEE ASSEMBLY 20.45
200-1175B FUEL QD TOOL KIT 19.95
200-3000B BASIC ADAPTOR KIT 325.00
200-3006B FORD ADAPTOR KIT 315.00
200-3008B GM ADAPTOR KIT 197.00
200-3009B ASIAN/EURO ADAPTOR KIT 263.00
200-4007B TIMER ASSEMBLY 31.60
200-4008B FILTER & BASE 3/8" ASSEMBLY 59.55
200-4009B FILTER & BASE 5/16" ASSEMBLY 58.25
200-5000B SOLENOID REPAIR KIT 35.00
300-3000B BASIC ORGANIZER BAG (GREEN) 22.95
300-3006B FORD ORGANIZER BAG (RED) 22.95
300-3008B GM ORGANIZER BAG (BLUE) 22.95
300-3009B ASIAN/EURO ORGANIZER BAG (ORANGE) 22.95
INITIAL: ____________
____________
REVISION DATE: 12/6/96
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
29
30
EXHIBIT B
IDT 4000I REPLACEMENT PARTS PRICING
PART # DESCRIPTION PRICE
------ ----------- -----
010-0034B TANK CAP 15.00
010-0026B WHEEL 12.50
010-0037B LEG 25.00
010-0040B FOOT GLIDE 3.75
010-0461B LOWER SENDING UNIT ADAPTOR 12.50
020-0049B ALARM HORN 22.50
020-4045B LOWER SENDING UNIT 81.25
020-0043B ELECTRICAL HARNESS, LOWER UNIT 12.50
020-0045B ELECTRICAL HARNESS, INTERNAL MAIN 87.50
020-0046B ELECTRICAL HARNESS, EXT. BATTERY 25.00
020-0047B ELECTRICAL HARNESS, EXT. SHUTDOWN 37.50
020-0091B RELAY 18.95
050-0018B PRESSURE SWITCH 50.00
050-0044B HYDRAULIC PUMP 12v (Diesel) 121.25
050-0086B FILTER ELEMENT REPLACEMENTS (20) 125.25
060-0590B FQD (Supply Tank) 24.96
060-0592B MQD (Supply Tank) 17.19
080-0230B FQD (Hose End) 12.65
100-0200B CHINESE OVERLAY 28.00
200-1471B OUTPUT HOSE ASSEMBLY 45.50
200-1472B RETURN HOSE ASSEMBLY 45.50
200-1960B UNIVERSAL ADAPTOR KIT 368.30
200-4003B OUTPUT SOLENOID ASSEMBLY 54.70
200-4004B PUMP ASSEMBLY 201.80
200-4031B ELECTRONIC HEAD ASSEMBLY 676.81
200-4032B FILTER ASSEMBLY 151.56
200-4038B PRESSURE SWITCH ASSEMBLY 49.70
INITIAL: ____________
____________
REVISION DATE: 12/6/96
THIS AGREEMENT IS INVALID UNLESS ALL PAGES ARE INITIALED BY THE COMPANY AND THE
DISTRIBUTOR AND EXHIBITS A AND B ARE ATTACHED
30
