EXHIBIT 10.23
CARNEGIE INTERNATIONAL CORPORATION
TILLER INTERNATIONAL
DISTRIBUTOR AGREEMENT
This Agreement is made as of this 8th day of December, 1998 by and between
Carnegie International Corporation, hereinafter referred to as Supplier, and
Tiller International Corporation, a Company registered in Monte Carlo, Monaco
hereinafter referred to as Distributor.
In consideration of the surrender of the put options previously owned by Tiller
First Wall Investments, Ltd., Eastby, Ltd., Xxxxxxxx, Ltd., Timana, Ltd., and
Tigan Capital Holdings, Ltd., which Distributor caused to be surrendered, the
puts having a face value at maturity of $5,000,000, and the mutual agreements
and promises contained in this Agreement, the receipt and sufficiency of which
are hereby acknowledged, Distributor and Supplier agree as follows:
1. APPOINTMENT OF DISTRIBUTOR:
Supplier hereby appoints and designates the Distributor as the
authorized Distributor of the XXXXX(TM) Software in the Russian and
English language, hereinafter referred to as "Software" and authorizes
Distributor to market and sell Software, according to the terms and
conditions of this Agreement. Supplier agrees to sell to Distributor,
Software for resale in the former Soviet Union, Poland, Hungary, Czech
Republic and other countries of the Eastern Block.
2. THE DISTRIBUTOR AGREES:
A. To use its best efforts to promote, market and distribute the
Software of Supplier in a manner reflecting credit on the
parties to this Agreement.
B. To provide customers with currently available catalogs and
promotional literature in reasonable quantities as deemed
appropriate by Distributor.
C. To provide and/or coordinate technical support for and
training in the proper use of the Software, for those
customers requesting same, through seminars and other programs
as deemed appropriate by Distributor.
3. SUPPLIER AGREES:
A. To support the Distributor in its effort to promote the sale
of the Software.
B. To provide reasonable technical and/or sales training
assistance for the Distributor's Customers at the
Distributor's request and expense.
C. To support the Distributor by providing it, upon request, with
all reasonable quantities of literature, catalogs,
advertisements, circulars, etc. at cost plus 10%.
D. To provide 1,000 copies of the XXXXX(TM) software in the
Russian and English language.
4. ADDITIONAL TERMS AND CONDITIONS:
A. Order Entry. All orders shall be placed using the standard
Purchase Order forms of Supplier
B. Pricing/Discounts: Distributor's cost for each item of the
Software shall be Supplier's current list price as published
from time to time. Supplier shall have the right to change its
prices upon sixty (60) days written notice to Distributor.
Prices are exclusive of taxes. In the event of a decrease in
price, Supplier will issue a credit to Distributor for the
difference between the original and new lower price on
products currently in Distributor's stock. In the event of a
price increase, orders placed prior to effective date will be
invoiced at the old prices. Volume discount and/or rebate
programs may be included herein or accepted under separate
agreement or schedule.
C. Stock Balancing. Distributor may request one (1) return
authorization in each calendar quarter without a restocking
charge, for slow moving inventory. Distributor may return one
(1) consolidated shipment from each distribution location,
freight prepaid, for stock adjustment.
D. Freight. FOB. Equipment will be shipped to Distributor's
specified delivery point FOB Origin for drop ship orders,
freight prepaid and added to the invoice provided a copy of
the actual freight invoice is included for all shipments other
than U.P.S. FOB destination freight prepaid and allowed for
stock shipments. Title and risk of loss for Equipment shall
pass to Distributor, upon delivery. Supplier will pack
Software purchased hereunder for transport in accordance with
commercial standards and deliver Software to a carrier of the
mode of transportation selected by Distributor unless
otherwise agreed upon by the parties. If any unauthorized
freight carrier routing occurs which results in an increase to
the net cost of freight to the Distributor, the difference is
subject to xxxx back and will be deducted from the next
available invoice. All Bills of Lading shall indicate total
piece count. All shipments marked "SAID TO CONTAIN" are
subject to refusal and all charges applicable are Supplier's
responsibility. Supplier will assist in asserting any claim
against the invoiced carrier for loss, damage or
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destruction of Software. Freight classifications must be
provided for all products upon acceptance of this Agreement.
E. Packaging/Weights. Unless instructed otherwise by Distributor,
Supplier shall, for orders placed hereunder: (1) ship to the
destination designated in the order in accordance with
specific shipping instructions; (2) see that all subordinate
documents bear Distributor's order number; (3) enclose a
packing memorandum with each shipment and when more than one
package is shipped, identify the one containing the memorandum
and sequentially number all cartons, i.e., 1 of 4, 2 of 4,
etc.; (4) xxxx Distributor's order number on all packages and
shipping papers; and (5) render separate invoices for each
shipment or order.
F. Relationship of Parties. This Agreement does not in any way
create the relationship of joint venture, partner, or
principal land agent between Carnegie International
Corporation and Tiller International and neither shall have
the power or ability to pledge the credit of the other, nor to
bind the other, nor to contract in the name of or create a
liability against the other in any ways for any purpose.
G. Infringement. The Supplier will indemnify, defend, and
otherwise hold harmless the Distributor, its affiliates, and
its customers from all cost, loss, damage, or liability
arising from any proceeding or claim brought or asserted
against Distributor, its affiliates, or its customers for any
claim that the use of any Products in accordance with this
agreement infringes a third party's patent, copyright, trade
secret and/or other proprietary right. If claim for
infringement occurs and Distributor's use of a product or any
part thereof in accordance with this agreement is enjoined as
a result thereof, or in the supplier's opinion is likely to
occur, the Supplier shall have the right, at its option and
expense; to (1) produce the right for Distributor to continue
using such product(s) so that it becomes non-infringing, or
(2) require the return to the Supplier all products to which
such claim(s) for infringement relate. In the event of any
such return of products, the Supplier agrees to grant
Distributor credit for such returned products, based on the
price paid.
Supplier shall have no obligation or liability to Distributor
for any claim and/or injunction for infringement based upon
(1) the combination, operating or use of any product(s) with
equipment, data, or software not supplier by Supplier, (2)
alteration or modification of any product(s) not authorized or
performed by Supplier, or which are made or authorized by
Supplier in compliance with Distributor's or end user's
designs, specifications or instructions.
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H. Warranty. Standard policy to be included with current price
schedule provided initially and periodically hereafter.
Optional policies or programs as available.
I. Trademarks. Products and licensed materials purchased under
this Agreement may bear trade names, trademarks, logos or to
symbols of Supplier. Supplier hereby grants to Distributor
permission to use such symbols in Distributor's marketing and
advertising of Supplier's products, provided such use conforms
to standards and guidelines relating thereto which Supplier
may furnish from time to time. Use of trademarks and symbols
by Distributor may be subject too pre-publication or pre-use
review and approval by Supplier. If, in Supplier's judgment,
any use by Distributor is deemed detrimental to Supplier or is
deemed undesirable, Supplier may withdraw permission without
liability as result thereof.
J. Force Majeure. Neither party shall be responsible for delays
or failures in performance resulting from acts of God, labor
strikes, acts of war or civil disruption, government
regulations imposed after the fact, public utility failures,
or natural disasters.
K. Termination. The Distributorship hereby created may be
terminated only by an agreement in writing duly signed by the
parties hereto.
L. Governing Law. This Agreement shall be governed by the laws of
the State of Maryland.
SUPPLIER
Carnegie International Corporation
BY: /s/ Xxxxxx Xxxxxx
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(Authorized Signature)
Name: Xxxxxx Xxxxxx
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Title: President
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Date: 12/8/98
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Attest:
/s/ Xxxxx Xxxxx
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TILLER INTERNATIONAL
By: /s/ Xxxxxxx X. Xxxxxxxx
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(Authorized Signature)
Name: Xxxxxxx X. Xxxxxxxx
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Title: Chairman
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Date: 12/8/98
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Attest:
_______________________________
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