EXHIBIT 10.11
[Xxxxx Complett letterhead]
Dated: 2/nd/ October, 1989
Distributorship Agreement
between
Xxxxx Complett S.p.A., an Italian Company having its headquarters in Milan, Xxx
Xxxxxx, 00, represented by its Managing Director, Xx. Xxxxxxx Xxxxx (hereinafter
"Xxxxx Complett"), on one side
and
XXXXXXXX INDUSTRIES, INC., a United States Company having its headquarters in
Xxxxxxxxx, XX 00000 - 000 Xxxx 0/xx/ Xxxxxx - X.X. Xxx 00000 X.X.X., represented
by its Managing Director, Xx. Xxx Xxxxxxxx (hereinafter the "Distributor"), on
the other side
whereas
Xxxxx Complett manufacturer of Linking and Special Sewing Machines;
- Distributor intends to obtain the exclusive distributorship of the Products
for United States (hereinafter the "Territory") and Xxxxx Complett intends
to grant such exclusive distributorship, now, therefore, the following is
agreed and stipulated:
1. Appointment of Distributor - Xxxxx Complett hereby appoints the Distributor
as the exclusive distributor in the Territory for the machines listed in
Attachment "A" hereto (hereinafter the "Products").
2. Exclusivity
a. The Distributor agrees that it shall not offer for sale, sell either
directly or indirectly in the Territory, other new products competing
with the Products.
b. The Distributor agrees not to offer for sale, sell or deliver any of
the Products destined for export outside of the Territory to any
person, firm or company without Xxxxx Complett's prior written
consent.
x. Xxxxx Complett shall sell and deliver the Products to the Distributor
on an exclusive basis and, therefore, Xxxxx Complett will not offer
for sale or deliver the Products to any other person, firm or company
in the Territory for use within the Territory.
3. Prices - Discounts - Terms of Payment - Sales prices to customers of the
Products and of the spare parts shall be those indicated in Attachment "B"
hereto, which also shows discounts to Distributors. Xxxxx Complett shall
have the right to change the list prices and discounts at its
own discretion giving 15 days prior written notice to the Distributor.
Payment by Distributors shall be made as follows:
Machines: Direct remittance at 30 days from date of invoice. Ex Works
Spare parts: Direct remittance at 30 days from date of invoice.
The Distributor shall be free to fix such resale prices for the Products as
it deems suitable, provided that such prices are not fixed so high that
they might jeopardize the sale of the Products, in Xxxxx Complett's
opinion. In all cases, Xxxxx Complett shall be informed in advance of the
sale prices quoted by the Distributor.
4. Distributor's Obligations - The Distributor agrees to provide satisfactory
sales and service facilities in the Territory and without limiting the
generality of its obligations it agrees to do its best to:
a. Engage and maintain a sufficient number of competent sales personnel
and provide a customer relations organization adequate to take
advantage of the sales and services in the potential channels of
distribution in the Territory.
b. Provide satisfactory facilities and equipment for warehousing and
transportation and distribution of the Products in the Territory.
c. Have at all times stock of the Products and spare parts in the
Territory adequate to meet the normal needs of its customers.
d. Adequately perform the accepted service obligations including, without
limitation, installation service, after-sale inspection and
maintenance service.
e. Promptly notify Xxxxx Complett of all complaints or claims regarding
the Products.
f. Not disclose any technical and commercial information regarding the
Products, industrial secrets, etc., either during the Agreement or
after its dissolution.
5. Xxxxx Complett's Obligation - Xxxxx Complett agrees to do its best to
support the activities of the Distributor and to help with the introduction
of the Products. Xxxxx Complett agrees to make available samples and
literature free of charge in quantities adequate for the needs of the
Territory.
6. Delivery - Xxxxx Complett shall use its best efforts to meet delivery dates
agreed upon from time to time.
Xxxxx Complett shall not be liable for any delay due to any strike, either
local or national, or for any reason beyond its control.
2
7. Xxxxx Complett's liability - Xxxxx Complett guarantees that the Products
and spare parts are suitable to the use for which they are destined and
that they are free of all flaws and defects.
In all cases, Xxxxx Complett's liability for flaws and defects in the
Products and spare parts is limited to the net price paid by the
Distributor for the Products as indicated in Attachment "B" hereto.
8. Trademark and Patents - The Distributor undertakes not to tamper with
or alter the trademarks affixed to the Products, spare parts or their
packaging. The Distributor shall have the right to add its own
trademarks to the Products, spare parts and their packaging.
In the event that the Distributor becomes aware of any infringement of
Xxxxx Complett's trademark or patents, it shall promptly notify Xxxxx
Complett thereof and shall cooperate with Xxxxx Complett in enforcing,
judicially or otherwise, Xxxxx Complett's ownership rights on such
trademarks or patents.
9. Assignment - Sub-distributorships - The Distributor shall not transfer this
Agreement to any other person, firm or company.
However, the Distributor can appoint sub-distributors at its exclusive
liability.
10. Duration - This agreement shall be effective from the date of its
stipulation until December 31/st/, 1990.
It shall be automatically renewed, from year to year, unless written notice
of dissolution is given by either part by registered letter three months
prior to the initial extended expiration date.
11. Accelerated dissolution - In spite of that set forth in point 10 above,
Xxxxx Complett shall have the right to dissolve this agreement without
prior notice in the following cases:
a. Distributor's bankruptcy or insolvency or admission to a composition
or controlled management procedure, or the worsening of its financial
situation.
b. Change in Distributor's ownership or control.
c. Breach by Distributor of any of its obligations set forth herein,
which are not of minor importance.
12. Governing Law - This Agreement shall be governed by Italian Law.
XXXXXXXX INDUSTRIES, INC. XXXXX COMPLETT
By: /s/ Xxxxxx Xxxxxxxx By: /s/ Xxxxxxx Xxxxx
-------------------------- --------------------------------
Xxxxxx Xxxxxxxx Xxxxxxx Xxxxx
3
ATTACHMENT "A"
Sock Toe Closing Machine Mod 220
Sock Turning Device "AUTOREVERSE"
4
ATTACHMENT "B"
Discount of distributor
Machines: 20%
Spare parts: 20%
In case of acting as our Agent, direct invoice from Xxxxx Complett to the
customer, Xxxxx Complett will pay the following commission:
Machines: 20%
Spare parts: 20%
5
