Exhibit 10.2
Humitech, Inc. International Distributor Agreement dated October 1, 2001 with
Xxxxx & Xxxxx
HUMITECH, INC.
INTERNATIONAL DISTRIBUTOR AGREEMENT
This Agreement made on this date of October 1, 2001, by and between HUMITECH,
Inc., having its principal place of business at 00000 Xxxxxx Xxxxxxx, Xxxxx 000,
Xxxxxxx, XX, 00000 ("HUMITECH") herein, and Xxxxx & Xxxxx, having its principal
place of business at X-0000 Xxxx, Xxxxxxxxxxxx Xxxxxxxxxxxxxxxxx 00, Xxxxxx,
Xxxxxxx ("Distributor") herein, individually a "Party" and collectively the
"Parties" herein, mutually agree as follows:
1. RELATIONSHIP
HUMITECH INC. grants and the Distributor accepts:
1.1. The right to purchase HUMITECH Inc.'s Commercial Products
brand name labeled as "HUMITECH" to include Model HT-100,
Model HT-200 at the price and terms outlined in the most
current published HUMITECH INC. Distributor price pages a
current copy attached as Exhibit "A".
1.2 The right to stock, display, promote and aggressively sell the
Products to customers who are within the distributor's normal
marketing area. Subject to existing agreements as shown in
attachment "Exhibit B".
2. DISTRIBUTOR DUTIES AND OBLIGATIONS
The Distributor shall:
2.1. Arrange for HUMITECH training for Distributor owners, sales
managers, sales staff, sales associates and technical staff to
occur within 90 days of signing this Agreement.
2.2. Develop and implement a proactive business plan, which
Distributor and HUMITECH Inc. will agree upon. This plan will
involve exposing the opportunity to the extensive client base
of Distributor.
2.3. Sign up sub-distributors and manufacturers representatives to
sell Products, using HUMITECH approved agreements.
2.4. Actively promote the Products to potential customers through
periodic mailings, promotions or other accepted marketing
practices.
2.5. Represent and sell Airsopure air-filtration and purification
products in your territory.
2.6. Assign the responsibility for the success of the Products to
at least one sales person who will be the specialist and
champion for these products.
2.7. Maintain a reasonable inventory of the Products including
replacement filters, to facilitate customer satisfaction.
2.8. Not sell products for shipment INTO the United States or
designated territory without prior approval of HUMITECH.
2.9. Comply with all federal, state, and local laws, regulations,
statues, etc., affecting the performance of business and this
Agreement.
2.10. Follow up all leads to the disposition phase. This includes
any and all leads referred by HUMITECH International Group,
Inc.
2.11. Keep copies of lead dispositions for review by HUMITECH Inc.
3. HUMITECH, INC. DUTIES AND RESPONSIBILITIES
HUMITECH, INC. shall:
3.1. Support the distributor efforts through various marketing
initiatives, Product brochures, Product trend and technology
correspondence, in-house training and other efforts deemed
beneficial to the growth of the distributor business.
3.2. Furnish reasonable quantities of brochures and other support
and marketing materials at cost.
3.3. Provide technical and sales training and field sales support
as required.
3.4. Maintain reasonable levels of standard Product stock to
facilitate prompt deliveries.
3.5. Keep abreast of market and Product trends and inform the
distributor of new opportunities.
3.6. Notify Distributor of policy, pricing and other changes or
practices that may affect business, markets and the customer,
etc., sixty (60) days prior to the change, whenever practical.
3.7. Comply with all applicable federal, state and local laws,
regulations, statute, etc., affecting the performance of
business and this Agreement.
4. COST AND EXPENSES
Each party shall be solely responsible for all costs and expenses
incurred by it in performing its duties under this Agreement,
including, but not limited to, salaries, employee commissions,
advertisements, promotions, travel, delays, etc., unless otherwise
stated and agreed to by all parties involved.
5. PATENTS AND TRADEMARKS
Distributor agrees not to contest the validity of any licenses,
patents, trademarks and/or rights thereto now or hereafter used or
claimed by HUMITECH, INC. and to notify HUMITECH INC. promptly of any
infringement thereof by others whenever such acts come to the attention
of the Distributor. Distributor agrees that all information concerning
the products and marketing tools of HUMITECH are the Confidential
Information of HUMITECH and they agree to treat them as Confidential
Information and used only for sales/marketing purposes. Distributor
also agrees to disclose Confidential Information only to those
employees, agents and sales contacts reasonably requiring same and only
for the above described purpose. The Distributor will apprise such
persons of their duty to protect such Confidential Information to the
same extent the Distributor is bound hereunder.
6. INDEMNIFICATION
Distributor shall defend, indemnify and hold harmless HUMITECH, INC.,
its representatives, agents and employees from and against all claims,
damages, losses and expenses arising out of the Distributor's sale or
use of the Products.
7. SALES TERRITORY
7.1. The Distributor may market the Products within the
geographical area considered to be the Distributor's normal
marketing area, ("Sales Territory") including branch
operations, unless otherwise indicated as an appendix or note
to this Agreement.
7.2. The exclusive Sales Territory is AUSTRIA.
7.3 The Distributor understands and accepts that other channels of
distribution including the Internet or catalogues may be
utilized by HUMITECH International Group, Inc. for the sale of
Products within the same Sales Territory, The sales territory
will be the exclusive territories of the Distributor, HUMITECH
may engage additional distributors for this Territory only as
sub-distributors under the direction of Distributor.
7.4 HUMITECH, Inc. may expand Distributor's Sales Territory based
on area potentials, previous agreements, marketing policy, and
the effectiveness of current distributors. The Distributor
will not participate in the sales efforts of other channels of
distribution, or receive commission or payments of any kind
from sales to or by other channels of distribution.
7.5 The Distributor may NOT sell HUMITECH Products through the
Internet, and may not use catalogues or direct sales efforts
outside of the Sales Territory. The sub-distributors set up by
Distributor may not sell HUMITECH Products through Internet
web sites, within sub distributor territory, nor use
catalogues or direct sales, outside their sub-territory.
8. PERFORMANCE EXPECTATIONS
8.1. A three year goal for net purchases of these Products,
expected of and agreed to by the Distributor, is as follows,
the Parties agree that the goals are for the sales territory,
the Parties further agree that these goals are subject to
adjustment if surrounding or similar territories are selling
more than the goals herein (on a per-capita basis) and/or
other distribution channels have exceeded the goals. The
Parties agree that any increase in goals is due to the
territory granted to the Distributor. If the Parties do not
agree on adjusted goals, then the Parties agree to an average
of the three (3) goals decided by (1) a HUMITECH distributor
chosen by mutual agreement and (2) one each of HUMITECH
distributors chosen by each Party. Further, these revised
goals may be different for each separate sub-sales territory,
and/or each product group (consumer or commercial) and/or by
individual product.
SEE EXHIBIT A
12 months ended
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Purchases of $300,000 October 31, 2002
Purchases of $400,000 October 31, 2003
Purchases of $500,000 October 31, 2004
8.2 The Distributor understands and accepts that if these agreed
upon goals or revised goals and/or sub goals by sub-sales
territory are not achieved, and it is determined by HUMITECH
at its sole discretion that the Distributor has not
implemented the actions required to achieve these goals, the
following actions may be taken:
a) This Agreement as to the non-performing Sales
Territory may be terminated by HUMITECH International
Group, Inc. (see 9.2, c.).
b) This Agreement will continue and additional
distributors or distribution channels may be
established within the Sales Territory.
c) Taking any action or failure to take any action
allowed under this Agreement does not restrict
HUMITECH from taking or not taking any action in the
future. It is not required for the three years to
conclude in order to invoke this paragraph.
9. TERM AND TERMINATION
9.1. This Agreement shall be binding for a period of three years
from the date of execution and shall automatically renew and
extend for consecutive one year terms if notification to the
contrary is not given thirty (30) days before the anniversary
date.
9.2. This Agreement may be terminated or modified as follows:
a) Prior to the end of the three-year period by either
party without cause, and without time to cure, upon
ninety (90) days written notice to the other party.
b) Immediately by HUMITECH, INC. upon written notice to
Distributor in the event Distributor is adjudicated
as bankrupt, becomes insolvent or makes an assignment
for the benefit of creditors or if a principal owner
is convicted of a felony that would adversely reflect
on HUMITECH.
c) By either party upon sixty (60) days written notice
if the other party is in material breach of any of
the terms of this Agreement or any joint business
plans or Distributor's failure to reach agreed upon
market penetration goals measured by annual purchases
of HUMITECH, INC. products.
d) In the event of termination of this Agreement by
either party, HUMITECH, INC. shall have the option to
repurchase all Products purchased hereunder of
current design, unused and in saleable condition,
which are in Distributor's inventory at the time of
termination. If the termination is by HUMITECH, INC.,
HUMITECH, INC. shall pay the original purchase price
as substantiated by the invoice or, if an invoice is
unavailable, the published price prevailing at the
time of manufacture. If the termination is by the
Distributor, a handling charge of fifteen percent
(15%) shall be deducted from the purchase price.
e) Upon termination, Distributor shall return all books
and records of HUMITECH, Inc. to Dallas, TX
headquarters via prepaid freight.
10. ADDITIONAL PROVISIONS
10.1. CHANGES IN DESIGN. HUMITECH INC. may make reasonable changes
of any kind without notice and deliver revised designs or
models of the Products against any order accepted by HUMITECH,
INC. HUMITECH INC. will not be responsible to the Distributor
in any way for any inventory in the Distributor's possession
of prior models of the Product or manufactured under prior
design or specifications.
10.2. FORCE MAJEURE. HUMITECH, INC., and Distributor shall not be
liable for any delay in the delivery or sale of any Products
if such delay is due to any cause beyond the reasonable
control of HUMITECH, INC. or Distributor. In the event of any
such delay, the dates for performance by HUMITECH, INC. or
Distributor shall be extended for a period equal to the time
lost by reason of such delay.
10.3. DISTRIBUTOR NOT AGENT. Distributor is an independent
contractor and shall not be considered in any respect an agent
or representative of HUMITECH, INC. and the Distributor shall
not represent or hold out itself or its agents or
representatives as the agents or representatives of HUMITECH,
INC., nor shall it allow others to do so.
10.4. ASSIGNABILITY. This Agreement may not be assigned or otherwise
transferred by the Distributor without prior written consent
by HUMITECH, INC. Any purported attempt to assign or transfer
this Agreement without HUMITECH, Inc.'s prior written consent
shall be null and void and shall, at HUMITECH, Inc.'s option
immediately terminate this Agreement.
10.5. CONFIDENTIALITY. The Parties agree to concurrently enter into
a binding Confidentiality Agreement.
10.6. CHANCRE IN CONTROL. Transfer of a controlling interest in
Distributor to a party not in control at the time of execution
of this Agreement shall be deemed an assignment without
HUMITECH International Group, Inc.'s consent.
10.7. USE OF TRADE NAME. The Distributor shall not use in it's
corporate, firm or individual name, or allow to be used by
others in their corporate, firm or individual names, insofar
as the Distributor has any power to prevent such use, the
words HUMITECH, Inc., Airsopure, and/or any other name, logo
or trademark adopted by HUMITECH, INC. for products or service
or any words or names or combinations of words or names
closely resembling any of them, without HUMITECH permission,
which is hereby given. HUMITECH reserves the right to request
that the words HUMITECH be removed from the Distributor's
trade name at its sole discretion.
10.8. WARRANTY. The warranty for the Products is set forth in the
Product Literature and Installation, Operation and Maintenance
manuals.
THE WARRANTY SET FORTH IN THE PRODUCT LITERATURE AND
INSTALLATION, OPERATION AND MAINTENANCE MANUALS CONSTITUTES
THE ENTIRE WARRANTY OF HUMITECH INTERNATIONAL GROUP, INC. WITH
RESPECT TO THE PRODUCTS SOLD HEREUNDER AND IS IN LIEU OF ALL
OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY
WARRANTY AGAINST INFRINGEMENT, ALL OF WHICH ARE HEREBY
EXPRESSLY DISCLAIMED. DISTRIBUTOR SHALL NOT CHARGE HUMITECH
INTERNATIONAL GROUP, INC. FOR ANY WARRANTY LABOR.
10.9. DISCLAIMERS. IN NO EVENT SHALL HUMITECH INTERNATIONAL GROUP,
INC. BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES RESULTING FROM ANY PERFORMANCE OR
FAILURE TO PERFORM UNDER THIS AGREEMENT, OR ANY PURCHASE ORDER
ISSUED HEREUNDER, OR THE USE OR PERFORMANCE OF THE PRODUCTS
SOLD HEREUNDER, WHETHER DUE TO BREACH OF CONTRACT, BREACH OF
WARRANTY, NEGLIGENCE OR OTHERWISE.
10.10. NOTICES. Any notice required or permitted hereunder shall be
sufficient if sent by first-class mail, postage prepaid to the
other party at the address specified herein, except that any
notice of termination or other pertinent responsibilities, may
be by certified mail, return receipt requested. Either party
may designate a new address for the purposes of notice by
certified mail, return receipt requested.
10.11. GOVERNING LAW. This Agreement shall be construed and the
relations between the parties determined in accordance with
the laws of the State of Texas in the County of Dallas.
10.12. ENTIRE AGREEMENT. This Agreement contains the entire agreement
between the parties and supersedes all prior agreements,
representations, promises and understandings, whether written
or oral, which have been made in connection with the subject
matter hereof. Any terms and conditions on any purchase order
or other document issued by the Distributor shall be
inapplicable to any sale of Products pursuant to this
Agreement.
10.13. BINDING EFFECT. This Agreement shall be binding upon, inure to
the benefit of, and be enforceable by and against the parties
hereto and their respective heirs, successors, personal
representatives, legal representatives and assigns.
10.14. CAPTIONS. The headings used in this Agreement are for
illustrative purposes only, the wording in the paragraphs will
control.
10.15. ARBITRATION. The Parties agree to submit any disputes arising
from this Agreement to binding Arbitration in lieu of other
legal means of resolutions. The Parties agree that the
Arbitration will be held in Dallas, Texas under the control of
the American Arbitration Association or equivalent, if not
available.
10.16. ACCEPTED BY: (DISTRIBUTOR) ON DATE FIRST WRITTEN ABOVE.
XXXXX & XXXXX XX
Xxxxxxx Xxxxx, CEO Address for notice:
X-0000 Xxxx, Xxxxxxxxxxxxxxxxx Xxxxxxxxxxxxxxxxxxx 00, Xxxxxx, XXXXXXX
Xxxxxxx Xxxxx Chairman
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Print or Type Name Title
/s/ Xxxxxxx Xxxxx October 10, '02
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Signature Date
Additional notice to:
APPROVED BY: HUMITECH, INC. ON DATE FIRST WRITTEN ABOVE.
HUMITECH INC.
X.X. Comu, Chairman
Address for notice: 00000 Xxxxxx Xxxx, Xxxxx 000, Xxxxxxx, XX, 00000 XXX
X.X. Comu CEO
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Print or Type Name Title
/s/ X. X. Comu 10/1/01
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Signature Date
