July 2, 1997
Xx. Xxxxxx Xxx
President
Hi Quality International (U.S.A.) Inc.
000 Xxxxxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
SALE OF XXXXXXX RADIO-BRANDED "AS IS" PRODUCTS
Dear Xx. Xxx:
This letter will confirm the agreement, effective as of the date of this letter
agreement, between Xxxxxxx Radio Corp. ("Xxxxxxx") and Hi Quality International
(U.S.A.) Inc. ("Purchaser"), whereby Xxxxxxx, directly or through an affiliate,
shall sell "AS IS" products exclusively to Purchaser, for refurbishment and re-
sale by Purchaser in accordance with the terms of this letter agreement. Xxxxxxx
agrees to offer for sale, and Xxxxxxxxx agrees to purchase "AS IS" Xxxxxxx Radio
branded consumer electronics products from Xxxxxxx, which products are returned
to Xxxxxxx by its customers in the United States and are available for re-sale
"AS IS" ("the merchandise"). Purchaser agrees that it shall refurbish or repair
such merchandise in accordance with the terms and conditions set forth on
Exhibit A annexed hereto, which terms and conditions are incorporated herein as
if fully set forth. Xxxxxxx agrees that Purchaser shall have the right to re-
sell such refurbished Xxxxxxx Radio branded products in accordance with the
terms of this letter agreement.
Pricing and Payment Terms. Purchaser agrees that it shall purchase the
merchandise F.O.B. Xxxxxxx'x warehouse. Purchaser shall pay cash in advance for
all merchandise, and issue a purchase order to Xxxxxxx within five (5) days of
notification and presentation of available inventory. Purchaser shall provide
Xxxxxxx with a commercial master revolving letter of credit in the amount of
US$500,000, which permits drawdowns upon shipments of merchandise, with a bank
that maintains a correspondent relationship with Xxxxxxx'x bank. Such letter of
credit shall contain "Evergreen Provisions" which provide that if payment does
not occur or upon a default under this agreement, Xxxxxxx shall have the right
to draw upon the letter of credit. Upon request by Xxxxxxx, Xxxxxxxxx agrees to
supply Xxxxxxx with any and all documents required for drawdowns against the
letter of credit in the form and within the time period required by Xxxxxxx.
Term and Termination. The term of this agreement shall be for a period of one
year from the date of this agreement. Either party shall have the right to
terminate this agreement effective upon thirty (30) days written notice that the
agreement is terminated.
Independent Contractor. Nothing herein contained shall be construed as
constituting Purchaser as Xxxxxxx'x agent or as authorizing Purchaser to incur
financial or other obligations in Xxxxxxx'x name.
Representations. Purchaser hereby represents and warrants that it is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, that it has the full power and authority to
execute and deliver this agreement and to perform all of its obligations
hereunder.
Disclaimer. Xxxxxxx expressly disclaims any implied warranties, including the
implied warranties of merchantability and fitness for a particular purpose.
Xxxxxxx shall have no liability or responsibility to Purchaser or any other
person and/or entity arising out of or relating to the rights granted to
Purchaser pursuant to this agreement.
Confidential Information. Each party will use any confidential non-public
information received by the other party solely for the purpose of carrying out
this agreement. Neither party will disclose any confidential information to
third parties without the express written consent of an officer of the other
party, unless compelled by law, required by applicable securities rules or
regulations or, in the written opinion of counsel such disclosure is required by
law. In such event, each party shall inform the other party as far in advance as
possible prior to making any such disclosure. Each party shall cause each of
their respective officers, directors, agents or employees to whom a disclosure
of confidential information is made or any subcontractor, to adhere to the terms
and conditions of this section as if, and to the same extent as if, he or she
were a party to this agreement. Upon expiration or termination of this
agreement, each party shall return to the other party all copies of any
confidential information of the other party in its possession or control.
No Assignment. This agreement is personal to Purchaser and may not be assigned,
transferred, sub-licensed, pledged, mortgaged or otherwise encumbered by
Purchaser in whole or in part without Xxxxxxx'x prior written consent.
No Amendment. No provision of this agreement may be changed, amended or waived,
except in a writing signed by both parties.
No Waiver. Any waiver on the part of any party of any right or interest
hereunder shall not imply the waiver of any subsequent breach or the waiver of
any other rights. No waiver by either party of a breach hereof or a default
hereunder shall be deemed a waiver by such party of a subsequent breach or
default of like or similar nature.
Severability. Should any provision of this agreement prove to be invalid or
unenforceable under existing or future law, the remaining provisions of the
agreement will remain in force in all other respects.
Entire Agreement. This agreement is the entire and sole agreement and
understanding of both parties and supersedes all other agreements,
understandings and communications, whether oral or written, regarding the
subject matter hereof.
Governing Law. All disputes between the parties concerning this agreement will
be resolved under the laws of the State of New Jersey, U.S.A., excluding the
conflicts of laws provisions thereof, and the courts of the State of New Jersey
shall have sole and exclusive jurisdiction over the parties, and venue shall lie
exclusively in Xxxxxx County.
Survival. The respective representations, indemnities, warranties, agreements,
covenants and other statements of the parties will remain in full force and
effect and shall survive any termination of this agreement.
Execution. This agreement may be executed in any number of counterparts or by
facsimile, but all counterparts and facsimiles hereof will together constitute
but one agreement. In proving this agreement, it will not be necessary to
produce or account for more than one counterpart executed by both parties.
IN WITNESS WHEREOF, this letter agreement has been executed by the duly
authorized representative of each party effective as of the date first set forth
above.
XXXXXXX RADIO CORP. HI QUALITY INTERNATIONAL
(U.S.A.) INC.
BY:/s/ Xxxxxx Xxxxxxxx BY:/s/ Xxxxxx Xxx
Name Xxxxxx Xxxxxxxx Name
Title President Title President
Xxxxxxx Radio Consumer
Products Corporation
BY: /s/ Xxxxxxxxx X. Xxxxxxxxx V.P.
Xxxxxxxxx X. Xxxxxxxxx
Vice President
Xxxxxxx Radio Corp.
