IASG Distributor Agreement
This agreement made this Second day of April 2008 Xxxxxx Marine, Inc.
("company," "MMI") a wholly owned subsidiary of Xxxxxx International Holdings,
Inc. (a Colorado Corporation), located at 000 X. Xxxxxx Xxxxxx Xxx., Xxx
Xxxxxxxxxx, XX 00000 and. ("International Aviation Services Group Distributor")
located at Houston, Texas.
I. Duties, Scope of Agreement and Relationship of the parties.
1. MMI appoints International Aviation Services Group (Houston, Texas
based company) as:
a. Exclusive Distributor of the company's boats/products
("Products") solely for the country of Colombia, excluding the
other countries and territories in South America, in
accordance with the terms of this agreement.
2. Distributor agrees to consult with the Company during the term of this
agreement. All parties understand that Distributor has many other
business interest and will devote as much time as in its discretion as
necessary to perform its duties under this agreement. In addition,
company understands that distributor's efforts on behalf of its other
interests are the sole and separate property of distributor. MIH
hereby agrees to enter into agreement with International Aviation
Services Group to sell boats/watercrafts produced by the company on
the terms of this agreement.
3. The services rendered by the distributor to the company pursuant to
this agreement shall be as an independent contractor, and this
agreement does not make the distributor the employee or legal
representative of the company for any purpose whatsoever, including
without limitation, participation in any benefits or privileges given
or extended by the Company to its employees. No right or authority is
granted to distributor to assume or to create any obligation or
responsibility, express or implied, on behalf of the Company, except
as may be set forth herein. The company shall not withhold, for the
distributor, any federal or state taxes, if applicable, from the
amounts to be paid to distributor here under and the distributor
agrees that he will pay all taxes, if applicable, due on such amounts.
II. Sales
1. Xxxxxx Marine, Inc. will sell its standard products (12', 15', and 21'
watercrafts), described in Exhibit A, to International Aviation
Services Group for any sale orders received either by the distributor
or from any other sources from the country of Colombia X.X.
x. Xxxxxx Marine, Inc. will sell its non-standard custom-made
Products to International Aviation Services Group in accordance
with this agreement.
2. The distributor will inform the company of any sale orders in writing.
a. The distributor will inform the company of any requests or
other issues concerning the sales of the company products in
writing.
b. The distributor will inform the company of any progress of the
sales, payment, or any other type of transactions relating to the
sale of the company products from initiation to delivery in
writing.
3. Xxxxxx Marine, Inc. will sell its Products to the Distributor in
Colombia S.A. in accordance with the pricing Schedule in Exhibit B.
a. The terms of the sale price of the company's Products are as
follows:
i. The pricing schedule in Exhibit B is the price based on
standard Product of the Company.
ii. The pricing schedule in Exhibit B is valid for the year
2008.
iii. From January 1st, 2009, the price schedule in Exhibit B
will incur an additional three percent compounded (3%) per
calendar year.
iv. This pricing schedule in Exhibit B does not include
freight (shipping) costs, training costs, port charges,
custom duties and/or any unforeseen cost incurred per
watercraft.
v. The cost of any accessories, not included in the standard
Product in Exhibit A, desired by the customer will be
accumulated on top of the pricing schedule in Exhibit B.
b. Changes in the price schedule due to uncertainties.
i. If the price changes during the course of a given year
due to economic and/or other factors, the company will
notify International Aviation Services Group in writing
thirty (30) days in advance of the price increase in the
price schedule in Exhibit B.
ii. The purchase order placed with the company by the
Distributor before the date of the written notification of
the price increase in the price schedule in Exhibit B, the
price increase will only affect the Distributor for any
future orders and does not have any affect with the order
price prior to the written notification.
c. Orders placed by the Distributor with the company to produce
non-standard custom-made Products will not depend in any way,
shape or form with the price schedule in Exhibit B.
i. The price for any non-standard custom-made purchase
orders will be treated on a case-by-case basis.
ii. The price for any non-standard custom-made Product will
be agreed in writing between the company and International
Aviation Services Group.
iii. The payment for any non-standard custom-made Product,
the price agreed between the company and International
Aviation Services Group, will be paid to the company
according to the payment terms of this agreement. (See
Section III - "Payment")
Following to be inserted in Exhibit B - Exhibit B to contain
Product prices for standard Products.
Exhibit B: The Parties shall come to agreement on any escalation,
if any, provided that a request for escalation is supported by
documentation evidencing the requirement for a cost increase.
Notwithstanding this, Product prices shall not escalate beyond 3%
per annum under normal economic conditions.
4. The manufacturing of the boat will not commence until the initial
payment of the boat is disbursed to the company. (See Section III
"Payment")
5. Firm intent of a sale order refers to the following:
a. A written document from the distributor to the company for an
order of any of the company's products.
6. If the distributor places an order for the company's products which
will be sold to countries other than Colombia S.A., the
company will treat that purchase order on a case by case basis:
a. Company does not guarantee the acceptance of the order due to
economic or political conditions and/or existing dealers in the
area.
b. If the order is accepted by the company, the terms of this
agreement will apply to that purchased order placed by the
distributor.
III. Payment
1. International Aviation Services Group (distributor) will disburse the
payment for the boat(s) according to the following schedule:
a. 30% of the agreed (between the distributor and company) sale
price will be paid to the company at the time of the boat order.
b. 20% of the agreed sale price will be paid to the company at
the completion of the hull and deck.
c. 20% of the agreed sale price will be paid to the company at
the completion of the assembly of the boat.
d. The remaining 30% of the agreed sale price will be paid to the
company before the shipment of the boat to the desired location.
2. The payment will be transacted by wire transfer only.
3. The manufacturing of the boat will not commence until the initial
payment of 30% of the agreed sale price is disbursed to the company.
4. The company will not ship the boat until the final payment of 30% of
the agreed sale price is disbursed to the company.
5. International Aviation Services Group and Xxxxxx Marine, Inc. shall
agree to a production and delivery schedule prior to any specific
sales orders and any liquidated damages demanded by customer for
delays shall be borne by the company.
IV. Terms
1. The distributor can only inform or propose on sales matters to
management of the company. Company management's decision cannot be
questioned.
2. This agreement will be effective five years after the date of this
signed agreement between Xxxxxx Marine, Inc. and International
Aviation Services Group upon;
a. In order to maintain "exclusivity," the distributor will place
purchase orders of any two (2) standard products in one year from
the date of this agreement and sequential years thereafter.
b. Sale of multiple units by distributor during the 5 year term
of this agreement totaling 10 units or more releases the
distributor of the above requirement.
i. If the distributor fails to maintain the "exclusivity,"
due to the conditions mentioned above, the distributor can
request a reinstatement of the "exclusivity" after the
distributor places purchase orders for any two (2) standard
products with the company the following year.
ii. The company will not guarantee the distributor the
exclusivity reinstatement.
c. International Aviation Services Group will be given an option
to extend their distributor license agreement for an additional
five years after the expiration of this agreement.
i. The company will not guarantee the distributor the
extension for the distributor license agreement after the
expiration of this agreement.
ii. The distributor will have to request the extension for
the distributor license three months (3) prior to the
expiration date of the signed agreement.
d. The company has the right to deny or delay any purchase orders
from the distributor.
i. Depending on the production capabilities of the company,
the Distributor will not be guaranteed acceptance of all or
any purchase orders.
4. The company will comply with all necessary export licensing
regulations regarding sales and export.
5. If the company decides to expand its list of standard Products, in
addition to the list in Exhibit B, in the future, the company will
inform the distributor in writing the standard equipments and price(s)
relating to the new standard Product(s) of the company.
a. The price of the new product introduced to the distributor by
the company will take effect five (5) days after informing the
distributor in writing.
b. Any purchase order placed before the company's introduction to
the distributor on the new product will be treated as a
non-standard custom-made Product. (See Section (II)(3)(c))
7. The distributor is welcome to visit, verify and/or confirm the
company's production at the company's facility at distributor's
expenses.
V. Communication with the customer
1. The distributor will establish relations with the customer and will
deal directly with them with respect to sales.
2. Xxxxxx Marine, Inc. will have no direct interference with the customer
with respect to sales and marketing in Colombia S.A..
3. The distributor will be responsible to arrange all necessary plans for
the customer to visit the company's facility at the
distributor's or the customer's expense.
VI. Marketing
1. Expenditures
a. Expenditures for advertisement in the distributor's local
newspaper, magazines, and other publications will be borne at the
distributor's expense.
b. The expenditures for the distributor's website will be borne
at the distributor's expense.
c. Any travel expenditures, such as airline tickets,
accommodation, gasoline, and meals will be borne at the
distributor's expense unless agreed upon by both partys.
d. Any boat shows that the distributor intends to attend or does
attend, on behalf of the company's products, will be borne at
the distributor's expense.
2. The company will provide assistance to the distributor with regards to
marketing tools (such as brochures, animations, etc.) in order to
assist the distributor with sales.
3. The company will link its website to the distributor's website and
vice versa if agreed in writing by both parties.
4. The company will not provide the distributor with a demonstration boat
a. If the distributor requires a boat to demonstrate, the
distributor will have to purchase a boat from the company with
the same terms and conditions mentioned above. (see "Sales" and
"Terms")
VII. Termination
1. This agreement shall continue in effect until terminated by the
parties:
a. Either party may terminate at any time if the other party
shall fail to fulfill any material obligation under this
agreement and shall not have cured the breach within 20 days
after having received notice there of;
b. Either party can give one month notice to terminate this
contract in writing;
c. If the distributor does not fulfill the performance criteria
mentioned in the "terms" section of this agreement, the agreement
will terminate immediately.
2. Termination or expiration of this agreement shall not extinguish any
rights of compensation that shall accrue prior to the termination.
3. Misbehavior with the customer (including government official,
organization employees) and/or company official will terminate this
agreement immediately.
VIII. Confidential Information
1. Confidential Information shall be treated in accordance with the
Non-Disclosure Agreement signed between the parties dated April 2,
2008 in Exhibit C.
IX Miscellaneous
1. Expense on Mailing of letters is negligible and will not be considered
for reimbursement.
2. Modification: This Agreement may be modified or amended only in
writing signed by both the Company and the Distributor.
3. Governing law: The laws of California will govern the validity,
construction, and performance of this Agreement. Any legal proceeding
related to this Agreement will be brought in an appropriate California
court, and both the Company and Distributor hereby consent to the
exclusive jurisdiction of that court for this purpose.
4. Construction: Wherever possible, each provision of this Agreement will
be interpreted so that it is valid under the applicable law. If any
provision of this Agreement is to any extent invalid under the
applicable law; that provision will still be effective to the extent
it remains valid. The remainder of this Agreement also will continue
to be valid, and the entire Agreement will continue to be valid in
other jurisdictions.
5. Waivers: No failure or delay by either the company or Distributor in
exercising any right or remedy under this Agreement will waive any
provision of the Agreement, nor will any single or partial exercise by
either the company or Distributor of any right or remedy under this
Agreement preclude either of them from otherwise or further exercising
these rights or remedies, or any other rights or remedies granted by
any law or any related document.
6. Captions: The headings in this Agreement are for convenience only and
do not affect this Agreement's interpretation.
7. Entire Agreement: This Agreement supersedes all previous and
contemporaneous oral negotiations, commitments, writings, and
understandings between the parties concerning the matters in this
Agreement.
6. Notices: All notices, requests and other communications hereunder must
be in writing and will be deemed to have been duly given if delivered
personally, by facsimile transmission or scanned documents by email,
by international commercial courier or mailed (first class postage
prepaid) to the other Party at the following addresses or facsimile
numbers: In the case of Xxxxxx Marine, Inc., please send to:
Xxxxxx Xxxxxx
President
Xxxxxx Marine, Inc.
000 X. Xxxxxx Xxxxxx Xxx,
Xxx Xxxxxxxxxx, XX 00000
In the case of International Aviation Services Group, please
send to:
Xxxxx X. Xxxxxxx
CEO/President
International Aviation Services Group (IASG) (Mailing Address)
X.X. Xxx 00000
Xxxxxxx, Xxxxx 00000
International Aviation Services Group (IASG)
00000 Xxx Xxxx Xxxxx X
Xxxxxxx, Xxxxx 00000
Nothing else is implied or expressed.
------------------- ---------- --------------------- -------
Xxxxx X. Xxxxxxx Date Xxxxxx Xxxxxx / President Date
CEO/President Xxxxxx Marine, Inc.
International Aviation Services Group (a wholly owned subsidiary of
Xxxxxx International Holdings, Inc.)
------------------- --------
Xxxxxxx Xxx Xxxxxx / Date
Chief Financial Officer
Xxxxxx Marine, Inc.
(a wholly owned subsidiary of
Xxxxxx International Holdings, Inc.)
