SALES REPRESENTATIVE AGREEMENT
Parties:
CONSOLIDATED COATINGS CORPORATION
A Canadian corporation,
Hereinafter referred to as "CCC",
And
SEREFEX CORPORATION
A Delaware Corporation, USA
Hereinafter referred to as "SEREFEX"
Effective Date: JANUARY 20, 2003
In consideration of the mutual covenants and agreements contained in this
agreement, the parties agree as follows:
1. APPOINTMENT OF REPRESENTATIVE. CCC hereby appoints as its representative
within the territory, as set out in Schedule B attached, for the promotion and
solicitation of orders for the products described below, and Serefex accepts
such appointment upon terms and conditions contained in the agreement.
2. PRODUCTS COVERED AND SALES TERRITORY.
2.1 Serefex is authorized to solicit orders for CCC products and for such
other products as CCC may hereafter authorized in writing (collectively, the
"products").
3. TERM. The term of this agreement shall commence on the date hereof and
shall continue for a period of one (1) year from the date hereof (the initial
term), with automatic renewal for a maximum of four (4) successive one-year
periods in the absence of written notice of termination given by either party to
the other not less that thirty (30) days prior to the end of the initial term
and any anniversary date thereof. Notwithstanding the above provisions, either
party as provided in Section 9 may terminate the agreement at any time.
4. CERTAIN DUTIES OF SEREFEX.
4.1 Serefex agrees to comply with all rules, regulations, price lists,
policies and restriction issued or adopted by CCC in connection with the
products, as modified from time to time.
4.2 Serefex agrees to devote its best efforts to the performance of its
duties including, but not limited to, the solicitation of orders, servicing of
accounts, assistance in collection of accounts receivable, and performance of
such services as may be reasonably directed by CCC.
4.3 During the term of this agreement, Serefex shall not, without the prior
written consent of CCC, directly or indirectly engage in any capacity in the
sale of products that compete with one or more products.
4.4 Representative shall indemnify and hold CCC harmless from and against
any claim, loss, liability or expense (including attorney's fees) arising out of
or in connection with any acts or omissions of representative. This provision
shall survive any expiration or termination of this agreement.
4.5 CCC shall indemnify and hold Serefex harmless from and against any
claim, loss, liability or expense (including attorney's fees) arising out of or
in connection with any acts or omissions of CCC. This provision shall survive
any expiration or termination of this agreement.
5. ORDERS. Serefex may solicit orders for products under the following
terms and conditions:
A. Serefex shall not quote any product prices to customers except in
conformity with current price lists provided by CCC. Prices of the products
shall be subject to change by CCC.
B. Orders for products shall not be binding upon CCC until accepted by CCC
in writing at its home office. All quotations for sales by Serefex to customers
must be made expressly subject to the approval of CCC.
C. Unless otherwise agreed by the parties in writing, CCC shall have
primary responsibility for billing and collecting its own accounts, on such
terms and conditions, as CCC shall determine. Serefex shall, upon request
assist CCC in collecting outstanding accounts and in obtaining information
relating to customers or potential customers.
D. All terms and conditions of any sale shall be determined solely by CCC
at its home office. Serefex shall have no authority to offer or agree to any
terms of sale to customers except with the prior written authorization and
agreement of CCC made at its home office.
E. CCC may, at its discretion, (1) decline to accept any such order
solicited by Serefex (2) cancel or terminate any such order, and (3) discontinue
the manufacture or sale of any one or more products at any time or allocate
products during periods of shortages, in each case without incurring any
liability or obligation to Serefex under this agreement, including liability for
commissions.
F. CCC shall have no liability to Serefex or its customers for delays in
manufacture, shipments or installation of products.
6. COMPENSATION.
6.1 CCC shall pay Serefex the compensation and commissions set forth in
Schedule "A" attached hereto and by this reference made a part hereof.
6.2 Any commissions accrued in accordance with this agreement and Schedule
"A" are subject to limitations imposed by law, and commissions shall not be
payable on any sales of products to a customer until and unless the customer
shall have paid CCC all amounts due and owing with respect to such sales. No
commissions shall in any event be payable with respect to orders canceled by CCC
or its customers. No commissions shall in any event be payable with respect to
any payments to CCC by customers for products if such payments are received by
CCC more than 3 years after notice of termination of this agreement is given by
either CCC or Serefex.
6.3 No commissions shall be paid if Serefex is in violation of any provision
of this agreement, until and unless such violations are cured to the
satisfaction of CCC.
7. INDEPENDENT CONTRACTOR. In carrying out its duties pursuant to this
agreement, Serefex shall have the status of an independent contractor and not an
employee of CCC. Serefex shall have no authority to bind CCC to any obligation
or to make any representations on behalf of CCC.
8. MODIFICATIONS. CCC shall have the right, in its sole discretion from
time to time, to change its products, sales prices and other terms, conditions
and provisions relating to orders for products.
9. TERMINATION. Notwithstanding any other provisions hereof, CCC or
representative may terminate this agreement at any time with or without cause
upon Ninety (90) days written notice to the other party. The termination of
this agreement as provided above shall not prejudice any other remedy to which
either party may be entitled under this agreement, at law or in equity.
10. PROTECTION OF TRADE SECRETS. Serefex agrees that all files, records,
documents, promotional material, specifications, books, customer lists,
equipment, merchandise and similar items relating to the business activities of
CCC shall remain the exclusive property of CCC and Serefex agrees to deliver
such items and copies thereof, including all records of Serefex relating to the
products, to CCC upon termination of the agreement for any reason whatsoever.
During the term of this agreement and at all times thereafter covenants that it
will not, except as authorized in writing by CCC, disclose to any person or
entity any knowledge or information which he acquired while employed by CCC
regarding:
A. Any price lists, customer records, sales and distribution techniques,
trade secrets and other confidential information of CCC pertaining to its
business activities;
B. Any lists of CCC's customers, suppliers, employees or any other
documents or materials from which lists of any or all of such customers,
suppliers, or employees could be derived; or
C. Any information derived by Serefex during its employment by CCC
relating to the needs and requirements of CCC's customers.
For purposes of this section, the "customers" and "suppliers" of CCC shall
include any such customers and suppliers during the term of this agreement or,
if longer, during the two-year period preceding the termination of this
agreement.
11. PRODUCT LIABILITY INSURANCE. CCC represents and warrants to Serefex
that it is currently maintaining a products liability policy in an amount of not
less that One Million Dollars ($1,000,000.00) United States Currency, and hereby
agrees to name Serefex as an additional insured.
12. COMPLIANCE WITH APPLICABLE LAW. CCC represents and warrants to Serefex
that its current product line to be sold in Canada and the USA complies with all
applicable federal, state and local laws, including all environmental laws.
13. MISCELLANEOUS PROVISIONS.
13.1 All notices and other communications hereunder shall be deemed to have
been duly given if they are in writing and have been delivered personally or
have been deposited in the mail for delivery by certified mail, return receipt
requested, or by regular first class mail, postage prepaid. Notice to Serefex
shall be sent to the Florida Regional Office, the same address as their
commission payments are to be sent, being; 1100 xxxxx Xxxxx Xxxxxx, #000,
Xxxxxx, Xxxxxxx, 00000, XXX. Either party may change the address to which
notices to such party are to be sent by giving written notice of such change to
the other party in accordance with the provisions of this section.
13.2 This agreement supersedes any previous written or oral understandings
or agreements between CCC and Serefex and is the only agreement between the
parties currently in effect.
13.3 This agreement constitutes a personal contract that may not be
transferred or assigned by Serefex without prior written consent of CCC.
13.4 This agreement shall be interpreted and enforced in accordance with the
laws of the Province of B.C.
13.5 The failure of CCC to insist upon strict performance of any covenant or
condition of this agreement or to exercise any right hereunder shall not be
construed as a waiver or relinquishment for the future of any such covenant,
condition or right.
13.6 Either party may amend this agreement, as long as both parties agree to
said changes in writing.
IN WITNESS WHEREOF, the parties have executed this agreement on the date first
written above.
"CCC" CONSOLIDATED COATINGS CORPORATION
/s/ Consolidated Coatings
Witness ________________________ By ___________________________________
Date ___________________________ Date __________________________________
"Serefex" SEREFEX CORPORATION
/s/ Xxxxx Xxxx
Witness ________________________ By ___________________________________
Date ___________________________ Date
__________________________________
SCHEDULE A - COMPENSATION
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The commission schedule payout for Serefex per Section 6.1 of this agreement
shall be as follows:
I. Sales of Rhinohide brand products and related stucco products shall be
paid on a percentage of Gross Profit to "CCC". The commission payout schedule
shall be based on the following annual gross sales by Serefex Corporation:
A. $0 - 500,000 = Five Percent (5%)
500,001-1,000, 000 = Seven Percent (7%)
C. 1,000, 001-2,000, 000 = Ten Percent (10%)
D. 2,000, 001 - 5, 000,000 = Fifteen Percent (15%)
A. 5,000,001 Plus = Seventeen Percent (17%)
II. Sales of Pacific Sailor, Magna Paint and Deckote products shall be paid
on a percentage of total Gross Sales by Serefex Corporation in a calendar year.
The commission payout schedule for Serefex Corporation, shall be as follows:
A. $0 - 1,000, 000 = Five Percent (5%)
B. 1,000, 001-3,000,000 = Six Percent (6%)
C. 3,000,001-6,00,000 = Seven Percent (7%)
D. 6,000,001 - 10,000,000 = Eight Percent (8%)
E. 10,000,001 -20,000,000 = Nine Percent (9%)
F. 20,000,001 Plus = Ten Percent (10%)
SCHEDULE B - EXCLUSIVE TERRITORY FOR THE SEREFEX CORPORATION
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It is agreed per Section 1 of this agreement that Serefex Corporation has the
exclusive following territories.
1. Entire State of Florida, USA
2. Additional outside business that Serefex Corporation notifies "CCC"
in writing and registers as a Serefex Customer to be counted towards
Serefex's Commission schedule.
It is further agreed that if Serefex Corporation does not produce a minimum of
$250,000 in Gross Sales with 6 months from the effective date of this agreement,
then at the sole discretion of "CCC", the State ofFlorida exclusivity can be
terminated.
