AGENCY CONTRACT
---------------
1. PARTIES. This contract is executed this 19th day of May, 2000, between
EUROTECH LTD., 0000 x0xx Xxxxxx X.X., Xxxxxxxxxx, D.C.. herein called
"principal," and MCPHEE ENVIRONMENTAL SUPPLY of 00000 X. Xxxx Xxxxx Xxxx,
Xxxxxxx, Xxxxxxx, herein called "agent."
2. SUBJECT MATTER. The principal is engaged in the development and manufacture
of certain environmentally friendly substances which are listed in Appendix A
and which are herein called "products" The principal has agreed to appoint the
agent as its sole agent in the states of Arizona, New Mexico, Colorado, Texas
and southern Nevada, collectively herein called "territory." Additionally, agent
shall have the right to sell to accounts outside of its territory until such
time as a distributor is appointed in that state and agent shall thereafter
retain the right to sell to its previously named accounts so long as said
accounts are not inactive for a period of six months. Agent must provide
principal notice of active accounts outside of its territory.
3. APPOINTMENT OF AGENT. The principal hereby appoints McPhee Environmental
Supply, Inc. for the term of three (3) years from the date hereof, but
determinable as hereinafter provided, the sole agent of the principal in the
territory for the selling and distribution of principal's products listed in
Appendix A.
4. PRINCIPAL TO SUPPLY PRODUCTS AT CERTAIN PRICES. The principal shall sell to
the agent and supply him with the products during the continuance of the term in
such quantities as he shall from time to time require and shall ship and consign
the same to the agent at prices which shall not be greater than those at the
time fixed by the principal as the wholesale prices of the products, and which
shall not be greater than the lowest prices allowed by the principal to his
selling agents in other states. Nor shall the principal grant any selling agent
in other states any condition or other benefit which would have the effect of
granting such agent more favorable terms than agent.
5. PRINCIPAL NOT TO SELL TO OTHERS. The principal shall not at any time during
the term, without the previous consent in writing of the agent, sell or supply
to any other person in the territory any of the products or appoint any other
agent to sell the same in the State. This paragraph does not apply to sales to
named accounts.
6. MODE OF PAYMENT. On delivery of each consignment of any of the products in
pursuance or an order for the same, the agent shall pay the principal for the
quantity so delivered at the price hereinbefore mentioned on such terms as are
agreeable to the parties at that time.
7. AGENT TO SELL. The agent shall, during the continuance of the term, sell and
supply the products in the territory at such prices as he shall see fit;
provided, however, that principal may set a minimum price below which agent may
not sell. In making such sales agent shall exclusively use a form of sales
agreement approved by principal. The agent shall use his best endeavors to
introduce the products to public notice and patronage and to bring the seine
into general use within the territory.
8. AGENT'S PROFIT. The difference between the prices at which the product shall
be sold and invoiced as aforesaid by the principal to the agent and the prices
received by him from his customers shall be his profit in full and he shall have
no obligations therefrom.
9. EXPENSES, LOSSES, AND DAMAGES, HOW BORNE. The agent shall bear and pay all
expenses, losses, and damages of and attending the carriage of the products
after they shall have been delivered by the principal at the agents place of
business, or such other location as the agent my direct, or to the carrier
appointed to receive the same, and all losses, damages, debts and liabilities
incurred by the agent in and by the sale of the products, and all costs and
expenses of selling the same, and every other expense relating or incidental
thereto, save and excepting advertising, as hereinafter provided, and save and
excepting costs, damages, or expenses arising from any action or proceeding
brought against the agent on account of or in respect to the title of the
principal to the products and the right to sell an advertise the same on his
behalf, from all such costs, damages, and expenses the principal shall at all
times save harmless and indemnify the agent.
10. ADVERTISING. All such expenses as shall be incurred by the agent for
advertising the product according to the direction of the principal shall from
time to time be deducted and allowed in the settlement of accounts between the
parties. All other orders for advertising the product shall be mutually agreed
upon in writing between the parties hereto, and the expenses thereof shall be
borne between them on the agreed upon basis in the settlement of accounts
between the parties.
11. RENEWAL AND TERMINATION. On May 19, 2003 (the first renewal date) and on May
19th of each year thereafter that this Contract is in effect, this Contract
shall automatically be renewed for an additional year. Provided, however, that
either party may terminate this Contract by giving written notice of termination
not less than ninety days before any renewal date. This Contract may also be
terminated thirty days after execution by both parties with a written consent of
termination. In addition, this Contract may be unilaterally terminated for cause
by either party upon thirty days written notice to the other party. For purposes
of this provision, cause shall be limited to circumstances where either party
fails for six months to perform its obligations under this Contract after
written notice and demand by the other party.
12. ACCOUNTING AND SETTLEMENT UPON TERMINATION. Within thirty days of
termination of this Contract, each party shall account to the other for all of
its existing rights and obligations under the Contract. Settlement on these
accountings shall be within sixty days of termination.
13. ENTIRE AGREEMENT. This contract constitutes the entire agreement between the
parties. No modification or amendment of this contract shall be effective unless
in writing and signed by both parties. This contract replaces any and all prior
agreements between the parties.
14. ASSIGNMENT. Neither the principal nor the agent shall assign or sell any
interest in this contract without otter party's prior written consent.
15. NOTICE. All notices required or permitted under this contract shall be
deemed delivered when delivered in person or by United States mail, postage
prepaid, addressed to the appropriate party at the address shown for that party
in this contract.
16. SEVERABILITY. If any portion of this contract shall be held to be invalid or
unenforceable for any reason, the remaining provisions shall continue to be
valid and enforceable. If a court finds that any provision of this contract is
invalid or unenforceable, but by limiting such provision, it would become valid
and enforceable, then such provision shall be deemed to be written, construed,
and enforced as so limited.
17. WAIVER. The failure of either party to enforce any provision of this
contract shall not be construed as a waiver or limitation of that party's right
to subsequently enforce and compel strict compliance with every other provision.
18. GOVERNING LAW. This contract shall be construed in accordance with the laws
of the State of Arizona.
Dated this 19th day of May, 2000.
/s/ signature /s/ signature
----------------------- --------------
McPhee Environmental Supply Eurotech Ltd.
APPENDIX A
1. Non-Isocyanate Ployurethane (HNIPU
2. FIRESIL.
3. Highly Absorbent Mineral Material for Oil Spill Removal (Sorbtech)
4. Water Sealant
MCPHEE ENVIRONMENTAL SUPPLY
00000 Xxxxx Xxxx Xxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
May 19, 2000
DEMAND PURCHASE ORDER
TO: EUROTECH, LTD.
0000 00xx Xxxxxx X.X.
Xxxxxxxxxx, X.X.
Quantity I Description Price
-------- ----------- -----
Sorbtech* $5,000,000.00
NHIPU $3,000,000.00
FIRESIL $1,000,000.00
Wood Pres $1,000,000.00
---------------
$ 10,000,000.00
*Sorbtech - 4,000,000 lbs @ $1.25
1. Purchaser shall have the absolute right to specify quantities and dates
of delivery.
2. This order represents purchaser's estimate of its best efforts and is
effective for sixteen months.
3. Purchaser only agrees to order such actual quantities of the various
products at purchaser determines to be reasonably marketable within its
authorized territory.
4. Where no unit price is specified herein, purchaser reserves the right
or acceptance.
5. Purchaser reserves the right to cancel any portion of this purchase
order.
Purchasing Agent /s/ signature
--------------------------
