EXHIBIT 10.27
FUTURE ELECTRONICS INCORPORATED
WORLDWIDE
AUTHORIZED DISTRIBUTOR
MARKET PRICE
AGREEMENT
AUTHORIZED DISTRIBUTOR MARKET PRICE AGREEMENT
TABLE OF CONTENTS
SUBJECT PAGE
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1. APPOINTMENT................................................... 1
2. RESPONSIBILITIES OF FUTURE.................................... 1
3. RESPONSIBILITIES OF SUPPLIER.................................. 2
4. ORDERS, DELIVERY, RESCHEDULING, CANCELLATION.................. 3
5. PRICES........................................................ 4
6. TERMS OF PAYMENT.............................................. 5
7. RETURN OF PRODUCT............................................. 5
8. PRODUCT CHANGES............................................... 6
9. WARRANTY, COMPLIANCE WITH LAWS................................ 7
10. INDEMNIFICATION............................................... 7
11. TERM AND TERMINATION.......................................... 8
12. COOPERATIVE ADVERTISING....................................... 9
13. WAIVER........................................................ 9
14. NOTICES....................................................... 9
15. TRADEMARKS, TRADE NAMES....................................... 9
16. CONFIDENTIAL INFORMATION...................................... 9
17. SPECIAL PURCHASES............................................. 10
18. INVALIDITY OF PROVISIONS...................................... 10
19. CREDITS....................................................... 10
20. CONSENT NOT UNREASONABLY WITHHELD............................. 10
21. FORCE MAJEURE................................................. 10
22. RELATIONSHIP OF PARTIES....................................... 10
23. GENERAL....................................................... 11
APPENDICES
SCHEDULE "A" - FUTURE ELECTRONICS INC. - CANADA
SCHEDULE "B" - FUTURE ELECTRONICS CORP. - UNITED STATES
SCHEDULE "C" - FUTURE ELECTRONICS LIMITED - GERMANY
SCHEDULE "D" - FUTURE ELECTRONICS LIMITED - UNITED KINGDOM
SCHEDULE "E" - FUTURE ELECTRONICS LIMITED - SINGAPORE
FUTURE ELECTRONICS INCORPORATED
WORLDWIDE
AUTHORIZED DISTRIBUTOR
MARKET PRICE
AGREEMENT
Agreement entered into as of the 1st day of July, 1993, by and between SIPEX
CORPORATION a corporation having its principal place of business at 00 Xxxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx, X.X.X. (SUPPLIER) and FUTURE ELECTRONICS
INCORPORATED, a corporation having its principal place of business at 000 Xxxxx
Xxxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx, Xxxxxx X0X 0X0 (FUTURE).
In consideration of the mutual undertakings and agreements set forth in this
Agreement and for other good and valuable consideration, receipt of which is
hereby acknowledged, SUPPLIER and FUTURE ELECTRONICS INC. agree as follows:
1. APPOINTMENT
SUPPLIER appoints FUTURE to serve during the Term (as defined in paragraph 11
(a) of this Agreement) as a Worldwide Authorized Distributor of the Products,
from the specific FUTURE locations described in SCHEDULE(s) A, B, C and/or D
hereto attached and FUTURE accepts such appointment. The appointment of
FUTURE is on a non-exclusive basis.
(a) DEFINITION OF "PRODUCTS". The term "Products" shall mean all Products
offered for sale by the SUPPLIER generally, as set forth and described
in the SUPPLIERS then current published Distributor Price List.
Products may be added to the Distributor Price List or deleted
therefrom by SUPPLIER upon thirty (30) calendar days prior written
notice to FUTURE. Additional Products may be added to the Distributor
Price List, but not approved for distributor stocking, by mutual
agreement between the parties.
(b) DEFINITION OF "TERRITORY". The term "Territory" shall mean specifically
the geographic area served by the locations described in Schedule(s) A,
B, C and/or D hereto attached.
2. RESPONSIBILITIES OF FUTURE
FUTURE shall use its reasonable best efforts, consistent with prudent business
practice, and shall devote such time as may be reasonably necessary to conduct
an aggressive selling program and to promote the sale, lease or other
distribution of the Products within the specified Territory. Without limiting
the generality of the foregoing:
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SUPPLIER FUTURE
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(a) INVENTORY. FUTURE shall use its reasonable best efforts, consistent
with prudent business practice, to maintain a respresentative inventory
of Products in reasonable sufficient quantities to provide reasonably
adequate and timely delivery to customers purchasing SUPPLIER Products.
(b) SALES AND MARKETING. FUTURE shall maintain a competent and aggressive
sales force to market and sell the Products.
(c) ADVERTISING AND PROMOTION. FUTURE shall regularly advertise or
otherwise promote the sale and distribution of the Products (including
the establishment of promotional campaigns, advertising in trade
journals and the like).
(d) TRAINING PROGRAMS. FUTURE and its employees shall participate, when and
to the extent SUPPLIER deems appropriate, in such training programs as
may be offered from time to time by SUPPLIER.
(e) REPORTS. FUTURE shall send to the SUPPLIER within thirty (30) calendar
days after the end of each calendar month, a report containing:
(i) An inventory of the Products as of the end of such month;
(ii) The quantities of all Products sold and specifying Customer
Name, Product Part Number, and Resale Price.
3. RESPONSIBILITIES OF SUPPLIER
SUPPLIER shall, at its cost and expense, cooperate with and assist FUTURE in
performing its duties under this Agreement and shall utilize its reasonable best
efforts to promote the sale and distribution of the Products. Without limiting
the generality of the foregoing:
(a) TRAINING. SUPPLIER shall provide FUTURE's sales organization with what
SUPPLIER considers all necessary and appropriate Product sales
training, support and assistance.
(b) LITERATURE. SUPPLIER shall furnish FUTURE with a reasonable supply of
price lists, sales literature, books, catalogues and the like as
SUPPLIER may prepare for national distribution and shall also provide
FUTURE with such technical and sales support (including sales
forecasting and planning assistance) as may be necessary to assist
FUTURE in effectively carrying out its activities under this Agreement.
(c) ADVERTISING AND PROMOTION. SUPPLIER shall use its reasonable best
efforts to advertise the Products on a nationwide basis and shall take
all reasonable steps to inform the public that FUTURE is an AUTHORIZED
DISTRIBUTOR of the Products and to encourage customers or potential
customers for the Products to order the same from FUTURE.
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SUPPLIER FUTURE
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(d) QUALITY CONTROL. SUPPLIER shall establish and maintain such quality
control procedures, electrostatic discharge sensitivity procedures,
testing of Products and other customary programs as are necessary to
ensure that the Products, as manufactured and sold to FUTURE, are of
the highest quality and reliability.
(e) REFERRALS. SUPPLIER shall endeavour to refer customers and potential
customers within the Territory to FUTURE's "Authorized Locations" for
sale and service of quantities of the Products normally handled by
distributors.
(f) COMPLIANCE WITH LAWS. SUPPLIER shall take all necessary steps in order
to ensure that the Products, as manufactured and sold to FUTURE, are in
full compliance with all applicable laws, standards, codes and
regulations, are duly marked and labelled and are suitable for resale
or other distribution by FUTURE as contemplated hereby.
4. ORDERS, DELIVERY, RESCHEDULING, CANCELLATION
(a) ORDERS. Delivery of Products under this Agreement shall be initiated by
written or electronic purchase orders (or by telephonic orders)
confirmed in writing by FUTURE within thirty (30) calendar days. Such
orders shall describe the Products ordered and the quantities thereof,
shall request delivery dates, shall set forth prices and shall provide
shipping instructions, where appropriate. SUPPLIER shall acknowledge
each such order in writing at the earliest possible date, but in any
event within fifteen (15) calendar days following receipt thereof. In
such acceptance, SUPPLIER shall confirm the Requested Shipment Date or
specify an Alternative Shipment Date ("Acknowledged Shipment Date"). In
no event shall the delivery date be in excess of six (6) weeks after
the order is entered by FUTURE.
(b) METHOD OF SHIPPING. In the absence of specified instructions from
FUTURE, the shipping and packaging method will be in the discretion of
SUPPLIER. SUPPLIER shall, consistent with sound business practice,
select a method of shipping and packaging which is suitable for the
Product. In the event of any misdelivery by the Carrier, SUPPLIER shall
assist FUTURE in tracing the shipment and obtaining delivery of the
Products. The cost of shipping and risk of loss shall at all times be
in accordance with sub-paragraphs 5(d) and 5(f) contained herein.
(c) RESCHEDULING AND CANCELLATION. FUTURE may, prior to thirty (30)
calendar days of the Acknowledged Shipment Date and with written notice
at that time, reschedule the Acknowledged Shipment Date of, or cancel,
any order.
(d) EARLY SHIPMENTS. If any products are delivered prior to the
Acknowledged Shipment Date, FUTURE shall have the right in its
discretion to accept or reject any such delivery. If SUPPLIER is
notified in writing of FUTURE's intention to return any such delivery,
SUPPLIER shall promptly issue a Return Material Authorization.
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SUPPLIER FUTURE
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5. PRICES
The prices for Products purchased under this Agreement shall be at negotiated
market prices. Should FUTURE purchase any product at prices in SUPPLIER's
published Distributor Price List, such prices subject to change upon thirty
(30) calendar days prior written notice, the following shall apply:
(a) PRICE INCREASES. Prior to the effective date of a price increase,
FUTURE may order Products before the price increase takes effect at the
prior (i.e. lower) price. Furthermore, all Products entered by FUTURE
prior to notification of a price increase are exempt from the increase
and will be shipped and invoiced at the price in effect at the time of
order placement.
(b) PRICE DECREASES. In the event SUPPLIER decreases the price of any
Product, FUTURE shall be entitled to a credit equal to the difference
between the price paid for the Product by FUTURE (less any prior
credits granted by SUPPLIER on such Products) and the new decreased
price for the Product multiplied by the quantity of such Product in
FUTURE'S inventory on the effective date of the decrease. Similar price
adjustment, if appropriate, will also be made on all Products in
transit to FUTURE on the effective date of the price decrease. In order
to claim such credit, FUTURE shall submit to SUPPLIER, within
forty-five (45) calendar days following the effective date of such
price decrease, a report of the Products subject to the price decrease
and in FUTURE's inventory as of the effective date of the price
decrease. All Products shipped after the effective date of any price
decrease will be shipped and invoiced at the price in effect at the
time of shipment. Credits will be applied to future purchases of
SUPPLIER Product or to FUTURE's Accounts Receivable with SUPPLIER.
(c) DELTA PRICE PROTECTION. In the event SUPPLIER decreases the price of
any Product below the Market Price for product in FUTURE's inventory,
than FUTURE shall be entitled to a credit equal to the difference
between the Market Price paid for the product (less any prior credits
granted by SUPPLIER on such Products) and the new decreased price for
the product multiplied by the quantity of such product in FUTURE's
inventory on the effective date of the decrease. The balance of
paragraph 5(b) above shall apply as well.
(d) SHIP FROM STOCK AND DEBIT. In the event that it should become
necessary, and on a by exception basis only, FUTURE shall be permitted
to sell Product to customers on a meet competition basis where FUTURE's
current costs are not competitive enough for FUTURE to secure the
orders. Upon receipt of the approval from the SUPPLIER, FUTURE shall be
entitled to ship from stock a defined quantity and part number(s) to a
specific customer at or below FUTURE's cost and issue a debit to the
SUPPLIER for the difference between FUTURE's current cost of the
Product (less any prior credits granted by SUPPLIER on such Products)
and the approved new cost issued by the SUPPLIER multiplied by the
quantity of such Product shipped to the specific customer. In order to
claim such credit, FUTURE shall submit to SUPPLIER within forty-five
(45) calendar days after the sale took place, a debit note in
conjunction with FUTURE's monthly POS and Inventory Reports as
specified in Paragraph 2 (e). Credits will be applied to future
purchases of SUPPLIER Product or to FUTURE's Accounts receivable with
SUPPLIER.
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SUPPLIER FUTURE
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(e) REPRESENTATION. SUPPLIER represents and warrants that the prices and
discounts, if any, extended to FUTURE in connection with the Products
comply with all applicable laws.
(f) F.O.B. All prices are F.O.B. FUTURE's receiving facility.
(g) SALES TAXES AND OTHER CHARGES. FUTURE will pay any and all applicable
sales or use taxes pertaining to its purchase of the Products.
(h) RISK OF LOSS. FUTURE shall assume all risk of loss and pay all costs of
insurance for the Products upon SUPPLIER's delivery thereof to the
Common Carrier.
6. TERMS OF PAYMENTS
SUPPLIER will invoice FUTURE upon shipment of each order. Such invoices shall
be due and payable in full by FUTURE within thirty (30) calendar days
following date of invoice. FUTURE shall be entitled to a two (2%) percent
deduction on the net amount of payment when invoices dated the first (1st)
through the fifteenth (15th) are paid by the twenty-fifth (25th) day of the
same month, and invoices dated the sixteenth (16th) through the end of the
month are paid by the tenth (10th) day of the following month, inclusive of
any month. In the event invoices are not paid within these discount dates,
then the net thirty (30) day terms shall apply.
7. RETURN OF PRODUCT
(a) SEMI-ANNUAL ROTATION. Within forty-five (45) calendar days following
each period of six (6) consecutive months during the Term, FUTURE may
return to SUPPLIER, for credit, a quantity of Products the value of ten
percent (10%) of the net sales dollars invoiced by SUPPLIER to FUTURE
for all Products purchased by FUTURE during the previous six (6) month
period. Credit issued for such returned Products will be based upon the
price paid by FUTURE, less any prior credits granted by SUPPLIER on the
returned Product and applied against future purchases of Products from
SUPPLIER. FUTURE may make such returns from one or more stocking
location(s). The foregoing return privilege shall be subject to the
following conditions:
(i) The Products are returned in merchantable condition;
(ii) Prior to returning any Products, FUTURE obtains a Return
Material Authorization from SUPPLIER.
(b) INITIAL STOCK ORDER. Within twelve (12) months following the date of
this Agreement or the date of any New Product is added hereunder, as
the case may be, FUTURE may elect to return to SUPPLIER, for credit,
any and all of such New Products in its inventory. Such return is
subject to all of the conditions of paragraph (a), (i) and (ii) above.
(c) NEW PRODUCTS. For purposes hereof, the term "New products" shall mean
any and all Products:
(i) Ordered by FUTURE under its initial stocking order; or
(ii) Added to the Products listed on the Distributor Cost List and
ordered within thirty (30) calendar days of the date of such
addition.
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SUPPLIER FUTURE
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8. PRODUCT CHANGES
(a) DISCONTINUANCE AND OBSOLESCENCE. SUPPLIER reserves the right to
discontinue the manufacture or sale of, or otherwise render or treat as
obsolete, any or all of the Products covered by this Agreement upon at
least forty-five (45) calendar days prior written notice to FUTURE.
FUTURE may, in its discretion, within sixty (60) calendar days
following receipt of such notice, notify SUPPLIER in writing of its
intention to return any or all Products so discontinued or rendered
obsolete which remain in FUTURE's inventory and shall receive a credit
for such Products equal to the price paid by FUTURE for the same
provided that said Products are returned within forty-five (45)
calendar days of the date of SUPPLIER's Return Material Authorization.
SUPPLIER shall pay all freight and shipping charges in connection with
any such returns. Returns of Products under this paragraph (a) shall
not be counted as "stock rotation" for purposes of computing the amount
of Products returnable by FUTURE under paragraph 7 (a).
(b) FUTURE shall be granted the exclusive first right of refusal to
purchase any or all product discontinued or made obsolete as per
paragraph 8 (a) above. This includes all existing SUPPLIER inventory
(including recent distributor returns) as well as FUTURE's final
lifetime buy at quantity levels which are mutually agreeable.
(c) MODIFICATION OF PRODUCTS. SUPPLIER shall give FUTURE written notice of
all engineering modifications that will affect Products in FUTURE's
inventory if such changes materially affect form, fit, or function. If
these modifications preclude or materially limit FUTURE's inventory
from selling once the engineering modifications are implemented,
SUPPLIER will work with FUTURE to move the affected inventory through
resale or repurchase. If after the above efforts, affected Product
still remains in FUTURE's inventory, SUPPLIER agrees to replace it with
upgraded Products. SUPPLIER shall pay all freight and shipping charges
in connection with any such returns or replacements. FUTURE returns of
Product under this paragraph (b) shall not be counted as "stock
rotation" for purposes of computing the amount of Products returnable
by FUTURE under paragraph 7 (a).
(d) RETURN MATERIAL AUTHORIZATION. A Return Material Authorization shall be
issued by SUPPLIER no later than fifteen (15) calendar days of any
request for the same by FUTURE when required in connection with any
legitimate return under this Agreement.
9. WARRANTY, COMPLIANCE WITH LAWS
(a) STANDARD WARRANTY. The Products shall be covered by SUPPLIER's standard
warranty terms and provisions, provided, however, that the warranty
coverage shall be no less than the following:
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SUPPLIER FUTURE
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(i) The warranty period set forth therein shall run for one (1) year
following FUTURE's shipment of the Product to the customer;
(ii) SUPPLIER shall extend such warranty directly to the customer as if such
customer had purchased the Products directly from SUPPLIER.
(iii) SUPPLIER shall warrant the Products against defects in material and
workmanship under normal use and service, repair or replace at
SUPPLIER's cost any defective Product (or issue a credit or refund, as
the case may be, based on the purchase price paid therefor); and
(iv) SUPPLIER shall pay (or refund the amount of) all freight and shipping
charges for any defective Products returned under this paragraph.
(b) COMPLIANCE WITH LAWS. Notwithstanding anything to the contrary
contained by SUPPLIER's standard warranty terms and provisions or
elsewhere in this Agreement, SUPPLIER shall indemnify FUTURE against,
and hold it harmless from, any cost, loss, damage or liability
(including reasonable legal fees) arising from or related to the
failure of the Products, as manufactured and sold to FUTURE, to fully
comply with all applicable laws, standards, codes, specifications and
regulations or the failure of the Products to be suitable thereunder
for resale or other distribution by FUTURE as contemplated by this
Agreement. The warranty and indemnification provisions of this
Agreement shall survive the termination hereof.
10. INDEMNIFICATION
SUPPLIER will indemnify, defend and otherwise hold harmless, FUTURE,
its affiliates and customers from all cost, loss, damage or liability
arising from any proceeding (legal or equitable) or claim brought or
asserted against FUTURE, its affiliates or customers, to the extent
such proceeding or claim is based on an allegation that the Products,
or any part thereof, or their distribution or use constitute an
infringement of any United States or Canadian patent, copyright,
trademark secret or violation of any legislation now or hereafter
enacted, or like or similar claim, if FUTURE promptly notifies SUPPLIER
of any such proceeding or claim after it becomes known to FUTURE and
FUTURE provides all the assistance and cooperation to SUPPLIER that is
reasonably requested including the right of SUPPLIER to select and
instruct legal counsel for the purposes of any defence of FUTURE within
the meaning of this provision. SUPPLIER shall not be liable to FUTURE
under any provision of this paragraph to the extent that any claim is
based upon;
(i) a use for which the Product or part was not designated; or
(ii) an alteration of the Product or part by FUTURE or a third party under
FUTURE's direction and which alteration has caused the infringement
action.
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SUPPLIER FUTURE
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11. TERM AND TERMINATION
(a) TERM. The initial effective period of this Agreement is for one (1)
year commencing on the date indicated on page (1) one. At the
expiration of such initial effective period or any extended period,
this Agreement will automatically be renewed and extended indefinitely
for additional periods of one (1) year unless either SUPPLIER or FUTURE
shall give the other at least ninety (90) calendar days prior written
notice of its intention not to have the Agreement so renewed.
(b) TERMINATION FOR CONVENIENCE. Either SUPPLIER or FUTURE may at any time
terminate this Agreement with or without cause and solely for its own
convenience by giving ninety (90) calendar days prior written notice to
the other. Both SUPPLIER and FUTURE represent that they have considered
the making of expenditures in preparing to perform under this
Agreement, as well as the possible losses which might result in the
event of any termination of the Agreement. In that regard, both parties
acknowledge that neither party shall in any way be liable to the other
for any loss, expense or damage (including special, consequential, or
incidental damages) by reason of any termination of this Agreement
without cause.
(c) RETURN OF INVENTORY. In the event SUPPLIER terminates this Agreement
with or without cause or elects not to renew the same, SUPPLIER shall
repurchase from FUTURE all unsold Products from FUTURE's inventory at
the price paid by FUTURE, less any prior credits granted by SUPPLIER on
such Products. SUPPLIER shall pay all freight and shipping charges in
connection with such repurchases.
In the event FUTURE terminates this Agreement with or without cause or
elects not to renew same, SUPPLIER shall repurchase from FUTURE all
unsold Products from FUTURE's inventory at the same price as set forth
in the paragraph (c) above. FUTURE shall pay all freight and shipping
charges in connection with such purchases. In the event of any
termination, SUPPLIER shall, if requested to do so by FUTURE, honor any
open FUTURE purchase orders for customers of SUPPLIER Product then
outstanding.
Notwithstanding the foregoing, SUPPLIER shall be required to accept
only those Products which are in good merchantable condition. No
termination of this Agreement shall affect any obligation of either
party to pay amounts due to the other hereunder and all such payments
shall be made when due.
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SUPPLIER FUTURE
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12. COOPERATIVE ADVERTISING
To assist FUTURE in advertising and promoting the Products, SUPPLIER will
accrue into a special cooperative advertising fund two percent (2%) of the
net sales dollars invoiced to FUTURE in a consecutive twelve (12) month
period. Amounts in such fund shall be used by FUTURE in connection with
advertising and other promotional efforts approved by both FUTURE and
SUPPLIER. All unexpended funds for any calendar year in the SUPPLIER portion
will automatically be carried forward into the next year.
13. WAIVER
Except as otherwise herein expressly provided, the failure of SUPPLIER to
enforce at any time or for any period of time the provisions of this
Agreement shall not be construed to be a waiver of any such provisions or
the right of SUPPLIER thereafter to enforce each and every such provision.
14. NOTICES
Notices and other communications by either party under this Agreement shall
be deemed given when deposited in the mail system as certified mail, postage
prepaid, addressed as indicated on page (1) one.
15. TRADEMARKS, TRADE NAMES
This Agreement shall not create, and SUPPLIER shall have no right in, or to
the use of, any trademark, trade name, logo, service xxxx or other xxxx,
identification or name of FUTURE. FUTURE recognizes SUPPLIER's ownership of,
and right to use, certain trademarks, trade names, logos and other marks and
names and acknowledges that, except as herein set forth, FUTURE has no right
in, or to use, any thereof. Notwithstanding the foregoing, FUTURE is hereby
granted permission to refer to SUPPLIER's trademarks, trade names, logos and
other marks and names for the purposes of identifying itself to the public
as an AUTHORIZED DISTRIBUTOR of the Products and for advertising and
otherwise promoting the resale, lease or servicing of any Products purchased
under this Agreement, but subject always to SUPPLIER's right to control or
otherwise direct or instruct FUTURE with regard to the proper authorized use
thereof.
16. CONFIDENTIAL INFORMATION
SUPPLIER and FUTURE shall each receive and maintain in confidence all
proprietary information, trade secrets or other knowhow belonging to the
other (including but not limited to knowledge of manufacturing or technical
processes, financial and systems data and customer lists) provided that any
such information, secrets or knowhow is required by any law or governmental
regulation or the decree of a court having competent jurisdiction or enters
into the public domain without the act of the party obligated to maintain
such confidentiality hereunder). Without limiting the foregoing, all books,
documents, records and other material and information made known to the
parties by each other are hereby designated as Confidential. Furthermore,
SUPPLIER shall at all times retain the copyright in SUPPLIER's works
whether literary, artistic or otherwise, supplied to FUTURE.
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SUPPLIER FUTURE
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17. SPECIAL PURCHASES
SUPPLIER and FUTURE may at any time during the Term enter into separate
Agreements for the special purchase of other Products including non-standard
Products not set forth in SUPPLIER's then current Published Distributor
Price List and such Agreements shall be subject to all terms and conditions
hereof unless inconsistent with the terms of such Special Agreement or
otherwise agreed upon.
18. INVALIDITY OF PROVISIONS
In the event that any term or provision of this Agreement shall be deemed by
a court of competent jurisdiction to be overly broad in scope, duration or
area of applicability, the court considering the same shall have the power
and is hereby authorized and directed to modify such term or provision to
limit such scope, duration or area, or all of them, so that such term or
provision is no longer overly broad and to enforce the same as so limited.
Subject to the foregoing sentence, in the event any provision of this
Agreement shall be held to be invalid or unenforceable for any reason, such
invalidity or unenforceability shall attach only to such provision and shall
not affect or render invalid or unenforceable any other provision of this
Agreement.
19. CREDITS
In the event FUTURE is entitled to a credit from SUPPLIER hereunder, the
amount of such credit will be applied to the purchase of Product or FUTURE's
Accounts Receivable with SUPPLIER.
20. CONSENT NOT UNREASONABLY WITHHELD
Whenever any consent, action or authorization is requested of SUPPLIER
hereunder, such consent, action or authorization will not be unreasonably
withheld or delayed.
21. FORCE MAJEURE
Nonperformance under this Agreement shall be excused, and neither party
shall be liable for any loss, damage, penalty or expense, to the extent that
such performance is rendered impossible or delayed by fire, flood, acts of
God or the public enemy, acts of the Government, labour difficulties, riot,
inability to obtain materials or any other cause where the failure to
perform or delay is beyond the reasonable control of the nonperforming party
and without the negligence of such party.
22. RELATIONSHIP OF PARTIES
The relationship between the parties hereto shall be that of independent
contractors, each being in full control of their own business. Under no
circumstances shall either party have the right or authority to act or make
any commitment on behalf of or bind the other or represent the other as its
agent in any way.
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SUPPLIER FUTURE
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23. GENERAL
(a) ENTIRE AGREEMENT. This Agreement, including SCHEDULES A, B, C, and/or D
attached hereto, supersedes all prior communications or understandings
between FUTURE and SUPPLIER and constitutes the entire agreement between the
parties with respect to the matters covered herein. In the event of a
conflict or inconsistency between the terms of this Agreement and those of
any order, quotation, solicitation or other communication from one party to
the other, the terms of this Agreement shall be controlling.
(b) AMENDMENT. This Agreement cannot be changed, modified or amended unless
such change, modification, or amendment is in writing and executed by the
party against which the enforcement of such change, modification or
amendment is sought.
(c) GOVERNING LAW. This Agreement is made in, governed by, and shall be
construed solely in accordance with, the internal laws of the Province of
Quebec.
(d) ASSIGNMENT. Neither party shall have the right to assign this Agreement
or any rights hereunder without the prior written consent of the other
except that either party may make such an assignment to another corporation
wholly-owned by or under common control with it. For purposes hereof, the
term "assign" shall include, without limitation, a merger, sale of assets or
business, or other transfer of control by operation of law or otherwise.
(e) AUTHORITY. Both parties represent and warrant to each other that they
have the right and lawful authority to enter into this Agreement for the
purposes herein and that there are no other outstanding agreements or
obligations inconsistent with the terms and provisions hereof.
INITIAL: /s/ [ILLEGIBLE] /s/ [ILLEGIBLE]
--------------- ---------------
SUPPLIER FUTURE
-11-
IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH ABOVE, THE ATTACHED
SCHEDULE OF LOCATIONS A, B, C, D and/or E HEREBY FORM AN INTEGRAL PART OF THIS
CONTRACT AS IF FULLY HEREIN RECITED AT LENGTH.
IN WITNESS WHEREOF, the parties have set their hand and seal,
ACCEPTED THIS: AGREED THIS:
1st DAY OF July, 1993 22nd DAY OF July, 1993
DISTRIBUTOR: SUPPLIER:
FUTURE ELECTRONICS INC. SIPEX CORPORATION INC.,
/s/ XXX XXXXXX /s/ XXXXX X. XXXXXXX
----------------------------- ------------------------------
BY: XXX XXXXXX BY: XXXXX X. XXXXXXX
TITLE: VICE PRESIDENT TITLE: CHAIRMAN, CEO
SUPPLIER AND DISTRIBUTOR HEREBY AGREE THAT WHENEVER THE DISTRIBUTOR ANNOUNCES
THE OPENING OF A NEW BRANCH LOCATION FOR CANADA, SUPPLIER AGREES THAT EACH NEW
BRANCH LOCATION SHALL AUTOMATICALLY BE FRANCHISED.
SCHEDULE "A"
FUTURE ELECTRONICS INC. - CANADA
MONTREAL VANCOUVER OTTAWA
000 XXXXX XXXXXXXXX 0000 XXXXXXXX XXXX XXXXXX CENTER
POINTE CLAIRE, QUEBEC VANCOUVER, B.C. 0000 XXXXXX XXXX
X0X 0X0 X0X 4X7 XXXXXX, XXXXXXX
X0X 0X0
XXXXXXXX TORONTO WINNIPEG
0000 XXXXXXX XXXXX XXXXX 00 XX. XXXXX XXXX X.
XXXX XXXXXX
XXXXXXXX, XXXXXXX DOWNSVIEW, ONTARIO WINNIPEG, MANITOBA
T6H 4J8 M3J 1Z3 X0X 0X0
XXXXXXX XXXXXX CITY
0000 0XX XXXXXX, X. X. 0000 XXXX. XXXXXXX X.
XXXXXXX, XXXXXXX XXXXX 000
X0X 0X0 XX-XXX, XXXXXX
X0X 0X0
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SUPPLIER FUTURE
-13-
SUPPLIER AND DISTRIBUTOR HEREBY AGREE THAT WHENEVER THE DISTRIBUTOR ANNOUNCES
THE OPENING OF A NEW BRANCH LOCATION FOR THE UNITED STATES, SUPPLIER AGREES THAT
EACH NEW BRANCH LOCATION SHALL AUTOMATICALLY BE FRANCHISED.
SCHEDULE "B"
FUTURE ELECTRONICS CORP. - UNITED STATES
BOSTON WASHINGTON ATLANTA
000 XXXXXXXX XX. 0000 000XX XXX., X.X.
XXXXXXXXXX XXXX. 0000
XXXXXXXXXXX, XXXXXXX, XXXXXXXXXX XXXXX 000, XXXXXXXX
XXXXXXXXXXXXX, 00000 GEORGIA, 30071
01581
SYRACUSE, N.Y. CHICAGO FLORIDA
0000 XXXXXX XXXX 0000 XXXX XXXXX XXXX. 380 S. NORTH LAKE BLVD.
LIVERPOOL, N.Y. XXXX X, XXXXXXXXXX, XXXXX 0000
13088 ILLINOIS, 00000 XXXXXXXXX XXXXXXX, XXX
00000
XXXXXXXXXXX XXXX PORTLAND
00 XXXXX XXXX XX. 0000 XX. REDWOOD
OAKS CORP. CTR. ROADCORNELL
BETHEL, CONNECTICUT SALT LAKE CITY, UTAH1
GREENBRIER PKWY 06801 5 2 3 6 84119 PHASE III
, XXXX "X"
XXXXXXXXX, XXXXXX
00000
DENVER CALIFORNIA FLORIDA
0000 XXXXX XXXXXX 000 XXXXX XXXX XXXX
XXXXXXXXX DR. 0000 X.
XXXXX 0000 XXX XXXX, XXXXXXXXXX CLEARWATER, FLORIDA
XXXXXXXXXXXX, XX 00000 34620
00000
XXXXXXXX XXXXXXXXXXXX XXXXXXXXX, X.X.
0000 XXXXXXXX 000 XXXXXXXXXX XXXX 000 XXXXX XXXX
XXXXXXX XXXXX XXXXX X000 1ST FLOOR
SUITE "G" MOUNT LAUREL, ROCHESTER, N.Y.
COLUMBIA, MD NEW JERSEY 14623
21046 08054
TEXAS NEW JERSEY MINNESOTA
0000 XXXXXX XXXXX 000 XXXXXXXXX XXXX 00000 XXXXXX XXXX XXXX
XXXXX 000 XXXXXXXXX, XXXXX 000
XXXXXXXXXX, XXXXXX NEW JERSEY, 07006E
PRAIRIE, MINNESOTA D E N
75081 00000
XXXXXXX XXXX XXXXXX, X.X. XXXXX XXXXXXXX
00000 XXXXXXXXXXX 000 XXXXX XXXXXXX 0000 XXXXXXXXX XXXXX
XXXXX 000 XXXXXXXXX, XXX XXXX SUITE 812
LIVONIA, MICHIGAN 11788 XXXXXXXXX, X.X.
00000 28209
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SUPPLIER FUTURE
-14-
SUPPLIER AND DISTRIBUTOR HEREBY AGREE THAT WHENEVER THE DISTRIBUTOR ANNOUNCES
THE OPENING OF A NEW BRANCH LOCATION FOR THE UNITED STATES, SUPPLIER AGREES THAT
EACH NEW BRANCH LOCATION SHALL AUTOMATICALLY BE FRANCHISED.
SCHEDULE "B" (CONT'D)
FUTURE ELECTRONICS CORP. - UNITED STATES
ST. LOUIS PHOENIX SAN XXXXX
XXXXXXXXX EXCHANGE BLDG. 0000 X. XXXXXXXXXX XX. 0000 XXXXXX XXXX
0000 X. XXXXX XXXX XXXXX 000 XXXXX 000
XX. XXXXX, XXXXXXXX PHOENIX, ARIZONA XXX XXXXX, XXXXX
00000 85034 92123
CHATSWORTH IRVINE HUNTSVILLE
0000 XXXXXXX XXXXXX 0000 XXXXXXXX XXX. 0000 XXXXXXXXX XXXXX
XXXXXXXXXX, XXXXXXXXXX IRVINE, CALIFORNIA SUITE 145
91311 92714 XXXXXXXXXX, XXXXXXX
00000
MILWAUKEE HOUSTON RALEIGH
CROSSROADS CORP. CENTER 00000 XXXXXXXX XXX. 0000 XXXXXXX XXXXX
00000 XXXXXXXXXX XXXXXX XXXXX 000 XXXXX X000
SUITE 200 HOUSTON, TEXAS RALEIGH, NORTH CAROLINA
XXXXXXXX, XXXXXXXXX 00000 27609
53186
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SUPPLIER FUTURE
-15-
SUPPLIER AND DISTRIBUTOR HEREBY AGREE THAT WHENEVER THE DISTRIBUTOR ANNOUNCES
THE OPENING OF A NEW BRANCH LOCATION FOR GERMANY, SUPPLIER AGREES THAT EACH NEW
BRANCH LOCATION SHALL AUTOMATICALLY BE FRANCHISED.
SCHEDULE OF LOCATIONS
FUTURE ELECTRONICS DEUTSCHLAND GMBH - GERMANY
MUNICH
Xxxxxxxxx Xxxxxxx 00
0000 Xxxxxxxxxxxx
Xxxxxx, Xxxx Xxxxxxx
DORTMUND
Xxxxxxxx 216
4620 Castrip-Rauxel
Dortmund, West Germany
FRANKFURT
Xxxxxxxxx Xxx. 00
0000 Xxx
Xxxxxxxxx, Xxxx Xxxxxxx
HAMBERG
Xxxxxxxxx Xxx. 00-00
0000 Xxxxxxx 54
West Germany
STUTTGART
Xxxxxxxx-Xxxx Xxx. 0
0000 Xxxxxxx-Xxxxxxxxxx
Xxxxxxxxx, Xxxx Xxxxxxx
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SUPPLIER FUTURE
-16-
SUPPLIER AND DISTRIBUTOR HEREBY AGREE THAT WHENEVER THE DISTRIBUTOR ANNOUNCES
THE OPENING OF A NEW BRANCH LOCATION FOR THE UNITED KINGDOM SUPPLIER AGREES THAT
EACH NEW BRANCH LOCATION SHALL AUTOMATICALLY BE FRANCHISED.
SCHEDULE OF LOCATIONS
FUTURE ELECTRONICS LIMITED - UNITED KINGDOM
Xxxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxx
XX0 0XX, Xxxxxxx
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--------------- ---------------
SUPPLIER FUTURE
-17-
SUPPLIER AND DISTRIBUTOR HEREBY AGREE THAT WHENEVER THE DISTRIBUTOR ANNOUNCES
THE OPENING OF A NEW BRANCH LOCATION FOR SINGAPORE, SUPPLIER AGREES THAT EACH
NEW BRANCH LOCATION SHALL AUTOMATICALLY BE FRANCHISED.
SCHEDULE "E"
FUTURE ELECTRONICS LIMITED - SINGAPORE
450 / 000 Xxxxxxxxx Xxxx
#00-00 Xxxxxxxx Xxxxx
Xxxxxxxxx 0000
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SUPPLIER FUTURE
-18-
