SALES REPRESENTATION AGREEMENT
RESTRICTED AGENT
AGREEMENT, made this day of [Date agreement made]
BETWEEN:
UV SYSTEMS TECHNOLOGY INC.
with offices at:
0000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0
(hereinafter referred to as "The Company"),
AND: [Name of representative]
with offices at:
[Address of representative]
(hereinafter referred to as "The Representative"):
1. The Company hereby appoints The Representative as its restricted agent
to sell in the Territory and in the Markets set forth in and limited by Exhibit
A, the products set forth in Exhibit C (referred to as the "Product" or the
"Products"), and such other products as The Company may designate in writing to
The Representative. The Representative hereby accepts such appointment and
agrees to exert its best efforts in selling and promoting the sale of the
Products to customers or potential customers in the Territory.
2. It is understood that The Representative is appointed as a restricted
agent and as herein described. It is agreed that The Company at its sole option
and discretion, can exercise the right on giving due notice to The
Representative, to terminate this agreement and to appoint an exclusive
manufacturing and/or distributing and/or marketing and/or sales licensee for the
territory, and/or appoint other representatives or agents in the territory. The
Representative agrees it has no rights to obstruct or take recourse against The
Company
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under such appointments, and it is understood and agreed that The Company has no
obligations to The Representative in the event such appointments are made, save
as to the payment of due commissions as further defined in this agreement. The
Company undertakes to refer The Representative to any appointed licensee, but
makes no commitment as to any continuance of The Representative's appointment
with respect to the licensee. Where The Company exercises its right to appoint
additional representatives or agents in the territory, it is agreed that The
Representative shall be protected and compensated at the rate of up to, but not
exceeding one-third of the due commission on the sale for all sales not
initiated by The Representative within a 100-mile radius of The Representative's
home office. Similar provisions shall apply in favour of The Representative for
sales initiated by The Representative in other areas of the territory covered by
The Company's appointed representatives. Where protected areas overlap, the
dividing line in the areas shall be the mid distance between the respective home
offices.
3. The Company shall pay to The Representative as its entire compensation
for its services under this Agreement a sales commission, as set forth in
Exhibit C of the net proceeds of sales for the Products sold to the Customer
Accounts during each calendar year during the term of this Agreement. The term
"net proceeds of sales" means the gross amount actually paid by the Customer
Accounts to The Company for the Products shipped to or delivered in the
Territory less all discounts, rebates, returns or allowances, claims, shipping
charges, taxes, duties and any other normal expenses incurred by The Company in
the shipment or attributable to the shipment of the Products sold hereunder. The
commission shall be paid within thirty (30) days after receipt of payment. No
order shall be final and binding until accepted by The Company and such
acceptance communicated to The Representative.
4. This Agreement shall be in effect for the period of one (1) year from
[Beginning date], to [Ending date], and then year to year thereafter, provided,
however, that The Company or The Representative may terminate this Agreement at
any time upon the giving of thirty (30) days prior written notice by The Company
or ninety (90) days prior written notice by The Representative to the other
party hereto. This agreement shall be renewed each year unless either The
Company or The Representative give thirty (30) days prior written notice by The
Company or ninety (90) days prior written notice by The Representative of
termination of the agreement. In the event of such termination, The Company
shall continue to pay The Representative commissions at the rate herein provided
on all orders on the books of The Company for the Products obtained and secured
by The Representative and accepted by The Company prior to the effective date of
termination of this Agreement.
5. The Company shall have the right to reject orders for the Product or the
Products written by The Representative should The Company reasonably believe
that such customer
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is not creditworthy or should the selling price be less than The Company's list
price for the Product or the Products at the time the order is placed. It shall
be within the sole discretion of The Company to determine prices and terms of
payment with respect to the Products.
6. The Company shall be responsible for billing customers whose orders are
accepted and to whom the Products are delivered under the provisions of this
Agreement. All payments for the Products shall be made directly to The Company
unless The Company otherwise instructs The Representative in writing. Any
payment received by The Representative shall be held for The Company, and The
Representative shall transmit the amount thereof to The Company. The
Representative agrees to reasonably assist The Company at The Company's expense
in making collections of all delinquent accounts on which The Representative
will be entitled to receive commission payments. Nothing contained in this
Agreement shall be construed to obligate The Representative to guarantee payment
for the Products or to institute any action or collection process.
7. The Representative shall at no time be deemed a purchaser of the
Products or have any right, title or interest in the Products or the proceeds
derive from the sale of the Products except for The Representative's right to
receive its sales commission.
8. The Representative shall at its own expense, employ sales personnel and
provide technical and sales service and other employees as may be necessary to
properly perform its functions pursuant to this Agreement, and all such sales
and technical personnel and other employees shall be the employees of The
Representative. No such sales person or employee of The Representative shall be
deemed, expressly or by implication, to be an employee of The Company for any
purpose, including without limitation, for the purpose of any tax or charge
levied or imposed by any federal or state law with respect to employment,
salaries, wages, or remuneration or employment, or otherwise, or for any
purpose whatsoever.
9. All salaries and expenses for the operation of The Representative's
office and activity as an independent agent, including, but not limited to,
office rent, heat, light, telephone, telegrams, travel, supplies, stenographic
and clerical assistance, salesmen, technical representatives, licenses, taxes,
fees, automobiles, insurance, and the like, shall be borne by The Representative
and The Representative shall be solely responsible for the payment of the same.
10. The Company shall furnish The Representative with sufficient quantities
of sales literature, samples, laboratory support and other selling tools as
necessary in The Company's reasonable judgement for The Representative to
function as a sales agent under this Agreement, and shall reasonably cooperate
with The Representative to function as a sales agent under this Agreement, and
shall reasonably cooperate with The Representative in
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performance of The Representative's services under this Agreement.
11. The Representative shall not use The Company's name or trademark, Ultra
Guard-TM- and/or "the blue wavy lines", in public literature, except (i) in
connection with the sale of the Products; (ii) in literature which The Company
may furnish The Representative; or (iii) as The Company may otherwise approve in
writing. Upon termination of this Agreement, The Representative shall have no
further right to use The Company's name or trademarks in any literature or in
any other manner or form. The Representative shall not make any claims,
warranties or agreements, either express or authorized in writing by The Company
so to do. The Representative further agrees to comply with the rules and
instructions of The Company related in the offering for sale of the Products and
to make such reports to The Company as may be requested by The Company from time
to time.
12. It is agreed that The Representative is an independent sales agent,
and, except as provided in this Agreement, The Company shall exercise no control
over the conduct of The Representative's business, and The Company shall not be
responsible for any act or omission on the part of The Representative or its
employees in the conduct of such business.
13. Each party agrees to act at all times in a manner that will uphold the
good name and reputation of the other party. During the term of this Agreement,
The Representative agrees that it will not represent or offer for sale to the
Customer Accounts any product of any other manufacturer which competes with the
Products without the express written consent of The Company.
14. Upon the termination of this Agreement, all samples, technical and
engineering information and other information and data furnished by The Company
to The Representative shall be returned by The Representative to The Company.
15. During the term of this Agreement and for a period of three (3) years
following the termination of this Agreement, The Company and The Representative
agrees that it will treat as confidential and not divulge or make use of any
trade secrets or other confidential information belonging to the other party
hereto, including but not limited to the prices charged for The Company's
products, sales agreements negotiated, sales agreements about to be consummated,
The Company's processes, patented know-how or inventions or other confidential
information developed during the period of this Agreement. The Representative
shall sign Company's "non-disclosure agreement." The Company and The
Representative shall cause its employees and agents to be bound by this
agreement of confidentiality.
16. Performance by The Company and The Representative under this Agreement
of obligations shall be excused for the duration of any of the following: (a)
act of God; (b) war;
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(c) riot; (d) explosion; (e) flood; (f) lock-out; (g) strike; (h) injunction;
(i) government action; (j) inability to obtain or use fuel, power, raw materials
or materials in intermediate or finished form, labor, containers, or
transportation facilities; (k) accident; (l) breakage of machinery or apparatus;
or (m) national emergency, or any other occurrence not within its control, which
either prevents the shipment or acceptance of a shipment of the Products.
17. This Agreement terminates and supersedes all prior agreements of any
kind, if any, between The Company and The Representative.
18. This Agreement shall be interpreted and governed by the laws of the
Province of British Columbia, Canada.
19. The failure of either party to enforce at any time, or for any period
of time, any provision of this Agreement shall not be construed as a waiver of
such provision or of the right of such party thereafter to enforce this
Agreement or any provision thereof.
20. This Agreement contains the entire understanding of the parties and is
the only agreement between the parties respecting the matters set forth in this
Agreement, and any representations, promises or conditions in connection with
this Agreement not incorporated in this Agreement shall not be binding on either
party.
21. The Representative shall not assign its rights nor delegate the
performance of its duties pursuant to this Agreement without the prior written
consent of The Company.
22. This Agreement may be executed in counterparts, each of which
constitute the entire Agreement between the parties.
23. The Company shall save The Representative harmless from and against
liability, loss, costs, expenses and damages caused by the use of the Products
(1) resulting in personal injury or property damage to any person, (2) resulting
in infringement of any patent rights or other rights of third parties or (3)
resulting in any violation of municipal, state, provincial, or federal law or
regulation governing the Products, which result from the distribution of the
Products pursuant to this Agreement; provided, however, that this indemnity
shall not be applicable if such liability, loss, cost, expense or damage is
caused, in whole or part, by the negligence, misrepresentation or misconduct of
The Representative or a breach of The Representative's obligation under this
Agreement.
24. Except as provided below, any controversy or claims arising out of or
relating to this Agreement or the breach thereof, may at the option of either
party be settled in accordance with the then existing rules of the Canadian
Arbitration Association, such
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arbitration to be conducted in Vancouver, British Columbia, Canada, and,
judgment upon the award may be entered in any court having jurisdiction. Except
for the arbitration proceedings under the immediately preceding sentence, the
parties consent and agree that exclusive jurisdiction for commencement of any
suit or action under this Agreement shall lie in the provincial courts serving
British Columbia, Canada, provided, however, that the parties' agreement with
respect to the exclusive jurisdiction of the courts serving British Columbia
shall not apply to situations involving third party lawsuits.
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IN WITNESS WHEREOF, the parties hereto have signed this Agreement on the
day and year first above written.
THE COMPANY:
UV SYSTEMS TECHNOLOGY INC.
BY Xxxx X. Xxxxx
------------------------------
TITLE Executive Vice President
THE REPRESENTATIVE:
[NAME OF REP IN CAPS]
BY [Name of signing officer]
------------------------------
TITLE [Title of signing officer]
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EXHIBIT A
TERRITORY AND MARKETS
[Territory]
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EXHIBIT B
PRODUCTS
TYPE: Low-pressure, high-intensity, high-efficiency ultraviolet source, water
and wastewater treatment systems.
DESCRIPTION: Includes any and all equipment supplied wherein the method of
disinfection incorporates an Ultra Guard-TM- AC-type, high-intensity,
high-efficiency ultraviolet germicidal lamp/lamps. The Company reserves the
right to supply systems or products wherein the equipment will be powered by
medium-pressure, high-intensity UV lamps.
TYPE: Low-pressure, low-intensity ultraviolet source, water and wastewater
treatment systems.
DESCRIPTION: Includes any and all equipment supplied wherein the method of
disinfection incorporates low-pressure, low-intensity UV lamps of the G36T5L or
G64T5L type. The Company reserves the right to supply lamps as manufactured by
others.
Products to be supplied will include the following items, but will not
necessarily be restricted to products manufactured by The Company.
Ultraviolet sterilizers;
Ultraviolet disinfection systems;
Ultraviolet lamp controllers;
Ultraviolet lamps;
Related equipment.
The Representative's responsibility is to introduce and market The
Company's products within its identified territory. The relationship will be
that of manufacturer and manufacturer's agent/representative.
The Company will undertake to submit offers, bids and pricing to clients
identified by The Representative on a direct basis.
The Company will supply at no cost to The Representative, all sales
materials, brochures, and catalogues to assist in marketing efforts within the
defined territory.
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EXHIBIT C
COMMISSION SCHEDULE
The commission schedule will cover the complete range of products
manufactured by The Company and broken out into three specific product
ranges defined as Item 1, Item 2, and Item 3 below.
Item 1: High-intensity, high-efficiency ultraviolet disinfection systems.
Item 2: Low-intensity ultraviolet disinfection systems.
Item 3: All replacement ultraviolet lamps.
REF. ITEM 1:
The commissions payable on products supplied under this item will be as
follows, and are cumulative and not specific:
Can $0-100 thousand. . . . . . . . . . . . . . .10%
Can $100-300 thousand. . . . . . . . . . . . . .7.5%
Can $300-500 thousand. . . . . . . . . . . . . . 5%
Can $500 thousand and over . . . . . . . . . . . 3%
REF. ITEM 2:
The commissions payable on products supplied under this item will be as
follows:
Regardless of value. . . . . . . . . . . . . . .15%
REF. ITEM 3:
The commission payable on all ultraviolet lamps, low-intensity,
low-pressure, medium-pressure, high-intensity, high-intensity,
high-efficiency supplied under this item will be as follows:
Regardless of Value. . . . . . . . . . . . . . .10%
There will be no accumulative totals; each project or order will be
considered a stand-alone item.
