AGREEMENT FOR AUTHORIZED SALES REPRESENTATIVES
Exhibit
10.15
AGREEMENT
FOR
AUTHORIZED SALES
REPRESENTATIVES
This
agreement made this 19th day of September 2003, by and between Pioneer
Transformers LTD (“PT”) in Xxxxxx, Xxxxxx Xxxxxx, having its principal place of
business at 000 xxxxxx Xxxxxxx, Xxxxxx, Xxxxxx, Xxxxxx, and it’s Sales
Representative,
AESCO
Associates LTD
The post
office address of which is:
00 Xxxxx
Xxx
Xxxxxxxxx,
X.X.
X0X
0X0
(Hereinafter
called the “Sales Representative”).
In
consideration of the covenants and conditions herein contained, PT and the Sales
Representative mutually undertake and agree as follows:
ARTICLE 1 –
DEFINITIONS
As used
herein:
1.1 The
term “The Territory” shall mean:
The
Province of New Brunswick, Nova Scotia, Newfoundland and Xxxxxx Xxxxxx Island
The term “The Market” shall mean:
All
electrical generating and electrical distribution utilities, industrials and
electrical distributors.
Product
excluded: Liquid Filled Network Transformers
1.2 The
term “PT” shall mean Pioneer Transformers LTD
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1.3
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The
term “sales credit” shall mean the value of billed sales acknowledged by
PT to have been procured by the Sales Representative pursuant to the terms
and conditions contained in this Agreement, less any sales taxes, duty,
brokerage, freight, cost of bid bonds or performance
bonds.
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ARTICLE 2 –
APPOINTMENT
AESCO
Associates LTD is hereby appointed an authorized Sales Representative for
PT and is authorized to solicit orders for PT products within the Territory
under the terms and conditions herein described. It is understood
that this appointment shall be exclusive to both parties for the Territory and
Markets as previously described.
ARTICLE 3 –
ORDERS
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3.1
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Orders
for PT products which have been placed with the Sales Representative shall
be promptly forwarded to PT in Granby, Quebec with a copy to Mississauga,
Ontario for review. Such orders shall not be binding on PT
until accepted by PT in writing or by the issue by PT of an official order
acknowledgment.
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3.2
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PT
reserves the right to reject any order for any reason which it deems
sufficient, including but not limited to, such reasons as failure to
conform to PT’s standard terms and conditions of sale, unrealistic
specified delivery dates and unapproved credit of the
purchaser.
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3.3.
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The
Sales Representative shall be excluded from entering orders in its own
name to fill customer requirements.
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3.4
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PT
shall not be liable for any loss or damage caused by late delivery or
failure to otherwise perform under those orders which it has accepted
where such delay or non-performance is due to labor disputes, strikes,
lockouts, inability to obtain materials, fire, acts of God or the public
enemy, accidents, governmental restrictions or appropriation, or any other
cause beyond the reasonable control of PT, unless otherwise provided by
the terms and conditions that have been quoted and accepted by
PT.
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ARTICLE 4 –
COMMISSIONS
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4.1
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PT
shall compute and pay commissions on the value of sales credits earned by
the Sales Representative in accordance with the rates and conditions set
forth in Exhibit A annexed hereto and made a part
hereof.
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4.2
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Sales
credit for sales of PT products and commissions payable thereon shall be
calculated at the end of each month. Commissions shall be paid
monthly, with commission checks being mailed to the Sales Representative’s
business address shown on the front page hereof, on or about the fifteenth
day of the month immediately following the month in which the sales
credits are earned and customer invoices paid. If the
commission earned during any given month is less than $100.00, it will be
held until a minimum amount of $100.00 is reached. Hold backs
against commissions payable to the Sales Representative will be made for
any overdue unpaid PT invoices.
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4.3
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Commissions
paid will be net billed sales less taxes, duty, brokerage, freight, cost
of bid bonds or performance bonds.
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ARTICLE 5 – MARKETING
ASSISTANCE
5.1 PT
shall furnish the Sales Representative with:
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5.1.1
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Reasonable
quantities of bulletins and such promotional aids as catalogs, circulars
and technical information, and other publications which PT may have
available for distribution in connection with the sale of PT
products. There shall be no charge for the material furnished
pursuant to this article 5.1.1. The Sales Representative’s use
of the aforementioned materials shall be subject to the terms, conditions
and limitations of this Agreement.
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5.1.2
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Quotations,
proposals, customer visits, trade show participation, seminar programs or
special advice as may from time to time be requested by the Sales
Representative for the purpose of satisfying customer needs and government
requirements.
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ARTICLE 6 – SALES
EFFORT
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6.1
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The
Sales Representative shall use its best efforts to promote the sale and
use of, and to secure orders for PT products within the Territory and
Market, so as to create the largest volume of profitable business for PT
commensurate with the opportunities therefore. The Sales
Representative shall promote the goodwill and name of PT, and do
everything within its capabilities to further the interest of PT, its name
and PT products including participation in trade shows, seminar programs
and all sales activities undertaken by PT. It shall endeavor to
provide PT with timely feedback on all major tenders. It shall
assist PT in furnishing or obtaining, on request, information as to credit
standing of purchasers or prospective purchasers of PT
products.
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6.2
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The
Sales Representative shall faithfully observe and comply with PT standard
policies and procedures where applicable, when soliciting orders for PT
products or otherwise handling PT business under this
Agreement.
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ARTICLE 7 – COMPETITIVE
CLAUSE
During
the term of this Agreement, the Sales Representative shall not directly or
indirectly handle, deal or become interested in the manufacture, marketing or
selling of products which are similar in kind, character and/or use to PT
products. The Sales Representative shall not directly or indirectly,
provide any competitor of PT with PT product bulletins, special advices, PT
products or other similar information and material which may be of competitive
value.
ARTICLE 8 – PROPERTY OF
PT
Any
property of PT received by the Sales Representative shall be and remain the
property of PT and, upon request, shall be returned in as good condition as when
received, ordinary wear and tear excepted. All records or papers of
any kind relating to PT’s business shall be and remains the property of PT and
shall be surrendered to PT upon demand or termination of this
Agreement.
ARTICLE 9 – LIMITATION OF
POWER
The Sales
Representative’s authority to act as a representative of PT is strictly limited
to those powers expressly conferred herein. The Sales Representative
shall have no authority nor shall it hold itself out as having such to make
contracts in the name of or binding on PT, pledge PT credit or to extend credit
in its name. Furthermore, the Sales Representative shall not use the
initials “PT” or PT’s registered trade names or registered trade marks unless
expressly approved in writing.
ARTICLE 10 –
SEVERABILITY
Should
any of the provisions contained herein contravene or be invalid under the laws
of Canada and or the province or other jurisdiction where it is to be performed,
the validity of the remaining portions or provisions shall not be affected
thereby.
ARTICLE 11 –
GOVERNING
This
Agreement shall be construed in and according to the laws of the Province of
Quebec, Canada.
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ARTICLE 12 –
DURATION
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12.1
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This
Agreement shall become effective on the date first above written and shall
continue thereafter in full force and
effect.
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12.2
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Either
party may terminate this Agreement at will without cause by giving the
other party three (3) month written notice of its intention to
terminate.
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12.3
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In
the event of a termination of this Agreement, commissions in accordance
with Exhibit A will be paid on all orders shipped after the
termination date. Any quotations for PT products that have not
been ordered prior to the termination date will not be honored by PT and
no commission shall be owing or payable with respect
thereto.
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12.4
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Nothing
in article 12.3 above shall be deemed to entitle the Sales Representative
to sales credit other than that to which it would be entitled under
Article 4 hereof.
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12.5
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If
at any time hereafter, either of the parties hereto shall fail to perform
to the terms, covenants and conditions hereof at the time and in the
manner herein provided, then the other party may forthwith cancel and
terminate this Agreement by giving the other party written notice of its
election to so cancel and terminate this Agreement and such cancellation
and termination shall become effective upon the mailing or delivery of
such notice, whichever occurs the earliest. This right to
cancel and terminate shall he in addition to any other remedies available
hereunder or at law.
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ARTICLE 13 –
NOTICES
Any
notice required under this Agreement shall be given in writing addressed to the
respective party at the address indicated on the front page hereof, or at such
other address as the respective party may, from time to time, hereafter
designate in writing.
ARTICLE 14 – CONTRACT
ADMINISTRATION
This
Agreement shall be administered on behalf of PT by its Marketing & Sales
Department in Mississauga. All questions concerning this Agreement or
PT policy and procedure should be directed to the said Department at 000 Xxxxxxx
Xxxx, Xxxxxx Xxxxxx, Xxxxxx X0X 0X0. Attention: Xxxxxxx Xxxxxx, V.P.
Operation’s.
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ARTICLE 15 – ENTIRE
AGREEMENT
This
Agreement constitutes the only agreement between the parties and supersedes all
previous communications, representations or agreements, whether oral or written,
with respect to the subject matter hereof. No modification of or
amendment to this Agreement shall be binding upon the parties hereto unless in
writing and duly executed by both parties.
In
Witness Whereof, the parties have executed this Agreement in duplicate on the
dates indicated.
| Sales Agency | Principal | |||
| AESCO Associates LTD | Pioneer Transformers LTD | |||
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By: /s/
Xxxxx Xxxxxxx
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By:
/s/ Xxxxxxx Xxxxxx
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Date: September
23, 2003
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Date: September
30, 2003
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EXHIBIT
A
Pioneer Transformers LTD.
Representative Commission Scale.
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INDIVIDUAL ORDER VALUE
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COMMISSION RATE *
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Up
to $200,000
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5%
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$200,001
to $500,000
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$10,000
plus
4.0% on the amount over $200,000
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$500,001
to $1,000,000
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$22,000
plus
3% on the amount over $500,000
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$1,000,001
and more
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$37,000
plus
2% on the amount over $1,000,000
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On long
term contracts, the commission rate for the monthly shipments is based on the
total annual dollar value shipped.
1) If
to obtain an order it becomes necessary for PT to make a reduction in price that
would otherwise apply, or to make some concession involving extra cost, PT may,
prior to acceptance of such an order, request of the Representative that the
commission payable thereon be negotiated to reflect the special circumstances
involved with the order. In such cases, the commission rate specified above
shall not apply.
2) For
the purpose of determining the size of any order, any proposal to one customer
for similar types of material with a common closing date that results in one or
more purchase orders to facilitate accounting and/or shipments to different
locations are considered to be one total order for the aggregate value of the
different parts.
3) Orders
with different closing dates but grouped together by the Customer at time of
purchase in order to obtain a value or volume discount will be treated as one
order for the total value of the order.
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