DISTRIBUTION AGREEMENT
BETWEEN
DUNLOP LIMITED, PRECISION RUBBER
AND
HAWKER PACIFIC, INC.
NOVEMBER 1, 1996
DISTRIBUTION AGREEMENT
This Distribution Agreement ("Agreement") is made and effective as of this
1st day of November 1996 by and between:
DUNLOP LIMITED, PRECISION RUBBER, a Company existing and organized under
the laws of England and having a place of business at Xxxxx Road Shepshed,
Loughborough, Leicester, LEIZ 9EQ, England, hereinafter referred to as
"Precision Rubber",
represented by Xxxxxx Xxxxxxx, Managing Director
and
HAWKER PACIFIC, INC., a Company existing and organized under the laws of
the State of California and having a place of business at 00000 Xxxxxxx
Xxx, Xxx Xxxxxx, XX 00000 - USA, hereinafter referred to as "Hawker",
represented by Xxxxx X. XXXXXX, President and Chief Executive Officer,
herein collectively referred to as the "Parties" or individually as a
"Party".
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DISTRIBUTION AGREEMENT
CONTENTS
THE PARTIES
page
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CONTENTS
WITNESSETH
1. SUBJECT AND SCOPE 5
2. PRECISION RUBBER'S OBLIGATIONS
2.1 Technical and Logistics Support 5
3. HAWKER'S OBLIGATIONS
3.1 Technical and Logistics Support 5
4. PRODUCT
4.1 Manufacture and Distribution 6
4.2 Price Catalogues 6
4.3 Special Pricing 6
5. CONDITIONS OF DELIVERY, INVOICES AND PAYMENT 6
6. WARRANTIES 7
6.1 Precision Rubber Vendor Standard Warranty 7
7. TERM OF AGREEMENT AND TERMINATION 7
8. NOTICES 8
9. SURVIVORSHIP 8
10. ASSIGNMENT 8
11. MISCELLANEOUS 9
12. ENTIRE AGREEMENT 10
ATTACHMENT 1 PRODUCTS BY PART NUMBER 11
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WITNESSETH
WHEREAS, Precision Rubber, is an Original Equipment Manufacturer (OEM) and
seller of certain products,
WHEREAS, Hawker heretofore provided distribution for such products,
WHEREAS, in connection with the sale of Hawker, the Parties wish to enter into
this Agreement providing for the continuation of such distribution services upon
the terms and conditions contained herein,
NOW THEREFORE, in consideration of the mutual convenants contained herein, the
Parties agree as follows:
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1 SUBJECT AND SCOPE
Precision Rubber hereby appoints Hawker as a source for the distribution
and sale of Precision Rubber manufactured products as delineated in
Attachment 1 (hereinafter referred to as "Product" or "Products").
Hawker's rights pursuant to this Article 1 shall be solely limited to the
territories of North, Central and South America, including the Caribbean
(hereinafter referred to as the "Territory").
2 PRECISION RUBBER'S OBLIGATIONS
2.1 TECHNICAL AND LOGISTICS SUPPORT
In order to give Hawker all required qualifications for support of the
Product, Precision Rubber agrees to provide the following, where
applicable, to Hawker:
A. Documentation (Free of Charge)
- Service Bulletins, Service Newsletters and technical instructions
- General procedures
- Material Specification Data Sheets (MSDS)
- Price lists
- Life limiting, handling and storage characteristics
B. Technical Support (Free of Charge)
Precision Rubber shall provide technical support to Hawker by way of
promptly answering technical queries raised by Hawker relating to
manufacture, application, use and storage as well as material
characteristics of the Product in order that Hawker will be in good
position to meet its commitments to its customers. Precision Rubber's
answers shall include technical opinions and servicing solutions and
procedures.
3 HAWKER'S OBLIGATIONS
3.1 TECHNICAL AND LOGISTICS SUPPORT
Hawker shall use all technical information given by Precision Rubber
for the sole purpose of providing assistance to customers in resolving
technical problems, and shall not use such data (such as drawings,
etc.) for any other purpose without Precision Rubber's written
permission. Similarly, Hawker shall not publish this technical
information nor disclose it to third parties.
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All such information and data (including but not limited to, any and
all copies and reproductions thereof in whole or in part) shall remain
the property of Precision Rubber and shall be promptly returned to
Precision Rubber at the expiration of this Agreement.
4 PRODUCT
4.1 MANUFACTURE AND DISTRIBUTION
The manufacture of Products is the responsibility of Precision Rubber
while the distribution of same in the Territory is the responsibility
of Hawker.
Hawker shall utilize published lead times as noted in Precision
Rubber's current year price list for provisioning of said Product.
4.2 PRICE CATALOGUES
Precision Rubber will provide Hawker annually with at least one (1)
printed copy of all revised issues of the list price catalogues for
the Product. Precision Rubber agrees that the list pricing set forth
in the Catalogues shall come into effect on the 1st of January
following issuance of the catalogues and shall be effective through 31
December of the same year.
4.3 SPECIAL PRICING
In the event the Parties identify circumstances and market pressures
that necessitate special pricing, then the Parties shall jointly agree
to such special pricing.
5 CONDITIONS OF DELIVERY, INVOICES AND PAYMENT
Prices charged Hawker by Precision Rubber are to be those existing on
order date. All other delivery conditions shall be as indicated in
the standard Product catalogues concerned.
Invoices by Precision Rubber to Hawker shall be in UK Pounds.
Payment terms shall be net thirty (30) days from receipt of the
material.
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6 WARRANTIES
6.1 PRECISION RUBBER VENDOR STANDARD WARRANTY
Precision Rubber warrants all materials supplied to be:
In compliance with applicable regulations and with approved drawings,
as well as with specifications and test procedures included in the
order.
Free from defects in material, workmanship and operation, and from
faults inherent in design and manufacture.
In no event shall Precision Rubber be liable for incidental or
consequential losses or damages. The warranties of merchantability and
fitness for a particular use or purpose, and all other warranties,
express or implied, are disclaimed.
The warranty does not apply to failures caused by the improper use,
handling, installation, operation or maintenance.
Unauthorized altering, tampering or modification of a piece of said
Product are considered as improper use.
No defective Product is to be returned to Precision Rubber except with
the written consent of one of Precision Rubber's authorized
representatives.
The return of Product will be made in accordance with Precision Rubber
shipping instructions.
7 TERM OF AGREEMENT AND TERMINATION
This Agreement shall become effective as of November 1, 1996 and shall
remain in effect for a period of ten (10) years. It is to be automatically
renewed thereafter for subsequent one (1)-year periods unless either Party
provides the other Party with a six (6) month prior written notice not to
renew.
However, this Agreement may be terminated immediately:
a) by either Party upon written notice to the other Party if:
1) The other party commits a material breach under this Agreement,
and fails to remedy such material breach in a reasonable amount
of time after receipt of written notice thereof or
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2) a receiver is appointed for the whole or any substantial part of
the other Party's assets, or
3) the other Party enters into liquidation whether voluntary or
compulsory.
8 NOTICES
8.1 Notices under this Agreement shall be addressed to the respective
Parties as follows:
1. The President and Chief Executive Officer
HAWKER PACIFIC, INC.
00000 Xxxxxxx Xxx
Xxx Xxxxxx, XX 00000-XXX
2. The Managing Director
DUNLOP LIMITED
PRECISION RUBBER DIVISION
Xxxxx Road
Shepshed, Loughborough
Leicester LE12 9EO England
8.2 All communication under this agreement shall be given in writing
either by personal delivery, by mail or by electronic transmission.
The effective date for any such communication shall be deemed to be
the date on which it is received by the addressee, unless later
effectivity is specified therein.
9 SURVIVORSHIP
9.1 In the event of termination or expiration of this Agreement, the
rights and obligations of the Parties up to the date of such
termination or expiration shall be honored by the Parties unless
otherwise mutually agreed, and appropriate settlement of accounts
shall be made.
10 ASSIGNMENT
Hawker shall not assign any rights or obligations arising under this
Agreement without the prior written consent of Precision Rubber and/or its
successors. However, in the event that Hawker may be sold (whether by stock
or asset sale or merger), this Agreement shall be assigned and transferred
in its entirety to the Buyer of Hawker without the need for Precision
Rubber's prior written consent and shall remain fully enforceable
thereafter. Precision
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Rubber shall not assign any rights or obligations arising under this
Agreement without the prior written consent of Hawker and/or its
successors. However, in the event that Precision Rubber may be sold
(whether by stock or asset sale or merger), this Agreement shall be
assigned and transferred in its entirety to the Buyer of Precision Rubber
without the need for Hawker's prior written consent and shall remain fully
enforceable thereafter.
11 MISCELLANEOUS
11.1 Hawker shall maintain the Precision Rubber identity in all its
dealings with respect to the Product.
11.2 Hawker shall be solely responsible under its own contracts with its
customers for the services provided and the charges incurred for
stated services except as agreed under Article 4 hereto.
11.3 The relationship between Precision Rubber and Hawker under this
Agreement shall be as stated in this Agreement. Hawker, its
employees, agents, subsidiaries and affiliates are not to be
construed as being the legal representatives of Precision Rubber for
any purpose whatsoever and have no right or authority to endeavor or
create, in writing or in any other ways, any obligation of any kind,
expressed or implied, in the name of or on the behalf of Precision
Rubber.
11.4 The rights herein granted and this Agreement are for the benefit of
the Parties hereto and not for the benefit of any third person, firm
or corporation, and nothing contained herein shall be construed to
create any right of any third parties under, as a result of, or in
connection with, this Agreement.
11.5 The term "Precision Rubber" throughout this Agreement includes, and
this Agreement shall be binding upon, all subsidiaries, affiliates
and other entities owned or controlled by Precision Rubber and/or
its parent.
12 ENTIRE AGREEMENT
This Agreement is the entire Agreement of the Parties and shall supersede
any previously executed agreements or oral understandings between the
Parties which relate to the subject matter of this Agreement.
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In WITNESS WHEREOF, the Parties have executed this Agreement by their duly
authorized representatives on the date indicated.
For:
DUNLOP LIMITED, PRECISION RUBBER HAWKER PACIFIC, INC.
/s/ XXXXXX XXXXXXX /s/ XXXXX X. XXXXXX
---------------------------- ----------------------------
Xxxxxx XXXXXXX Xxxxx X. XXXXXX
Managing Director President and CEO
Date: 1 November 1996 Date: 1 November 1996
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ATTACHMENT 1
PRODUCTS
by
PART NUMBER
ARM689 ARM812 LK88077 PRO150-218
ARM690 ARM813 LK88078 PRO150-219
ARM692 ARM815 LK88085 PRO150-222
ARM693 ARM822 LK88086 PRO150-223
ARM694 ARM835 LK88103-7 PRO150-237
ARM696 ARM840 LK88110-7 PRO150-238
ARM697 ARM845 LK88110-501 PRO150-256
ARM698 ARM847 LK88110-502 PRO150-258
ARM699 ARM853 LK88110-503
ARM709 ARM854 LK88110-504 WX1156A
ARM714 ARM855 LK88111-501 WX1206
ARM715 ARM856 LK88121 WX1322
ARM716 ARM858 LK88122 WX1406
ARM717 ARM868 LK88123 WX1675
ARM718 ARM869 LK88124 WX1713
ARM719 ARM872 LK88125 WX1738
ARM720 ARM873 S700S0577A WX1757
ARM722 ARM874 S700S0701 WX1771
ARM767 ARM875 WX1806
ARM769 ARM876 PRO120-4 WX1832
ARM770 ARM877 PRO120-5 WX1833
ARM772 ARM879 PRO120-6 WX1950
ARM773 ARM880 PRO130-018 WX2004
ARM774 ARM891 PRO130-243 WX2092
ARM775 ARM892 PRO130-250 WX2118
ARM776 ARM913 PRO140-5 WX2119
ARM777 ARM965 PRO140-6 WX2004
ARM779 ARM966 PRO140-8 WX2092
ARM780 PRO140-16 WX2118
ARM783 LK88047 PRO150-010 WX2119
ARM792 LK88048 PRO150-012 WX2175
ARM793 LK88049 PRO150-028 WX2201
ARM794 LK88050 PRO150-110 WX2398
ARM796 LK88072 PRO150-134 WX2420
ARM797 LK88075 PRO150-149 WX2590
ARM801 LK88076 PRO150-213 WX2595
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