[SOLOMON TECHNOLOGIES LOGO]
DEALERSHIP AGREEMENT
This DEALERSHIP Alliance Agreement (hereafter, "this Agreement") is made and
entered into this 1st day of November, 2004 by and between Solomon Technologies,
Inc. ("STI" or "the Supplier") a Delaware, USA Corporation with principal
offices at 0000 X & X Xxxxxxxxxx Xxxxxxxxx, Xxxxxx Xxxxxxx, Xxxxxxx, 00000, XXX
and Nautique Propulsion Systems ("NPS" or "the DEALERSHIP") 000 Xxxxxxxxxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxx, Xxxx Xxxxx, XXX 0000. The Dealership acknowledges and
agrees that all provisions of this Agreement apply entirely to all Dealership
officers, directors, employees, agents, representatives and Nautique Propulsion
Systems.
WHEREAS:
(a) The Supplier agrees to provide products and/or services to
Dealership (as enumerated in Schedule "A" and subsequent amendments
thereto) according to the terms and conditions and the pricing of
products/services outlined in Schedule "B" and will provide service
support and expertise with the installation and use of the
aforementioned products and/or services as detailed in the Agreement;
and
(b) Dealership agrees to support and promote STI throughout
Dealership's companies/facilities as detailed in the body of this
Agreement and to facilitate communication between the Supplier and the
Dealership.
NOW THEREFORE THIS AGREEMENT WITNESSETH that for and in consideration of the
premises and covenants of the parties hereto as hereinafter set forth and other
good and valuable consideration (the receipt and sufficiency of which is hereby
acknowledged), it is hereby agreed as follows:
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1. APPOINTMENT OF DEALERSHIP
The Supplier hereby appoints the Dealership as a certified manufacturer to
install/sell STI products, programs and services of the Supplier subject to the
terms, conditions, and covenants set forth in this Agreement. The Dealership
hereby accepts such appointment and agrees to comply with the terms and
conditions set forth herein.
1.1 Territory-Dealership shall have the exclusive right to offer for sale and to
sell the Supplier's products, programs, and services to customers in the
geographic area described as the Country of South Africa (the "Territory").
2. PRODUCTS OR SERVICES
2.1 The Supplier will supply the electric propulsion products and/or services
listed in Schedule "A" within a reasonable, agreed upon time notwithstanding
Section 2.4 and Amendments thereto for the prices set forth therein on Schedule
"B".
2.3 If the Supplier is unable to provide any product listed in Schedule "A", the
Supplier guarantees to reimburse Dealership the difference in cost between what
the Dealership would have paid under this Agreement and what it had to pay a
competitor for comparable product.
2.4 No product/service listed in the attached Schedule "A" shall be substituted
for another without the consent of Dealership who would be potentially affected
by the substitution.
3. RESPONSIBILITIES OF THE SUPPLIER
3.1 STI will manufacture and acquire system components from sources and test
them as a complete system at STI or other designated, qualified facilities in
the U.S. or E.U. Countries before shipment to South Africa. This will not
include batteries, which will be purchased directly by the OEM unless otherwise
provided herein.
3.2 STI will provide over-view training for the Dealership employee(s) that will
visit the STI facilities in Tarpon Springs, Florida. This training will provide
the Dealership employee(s) with a clear understanding of the arrangement and
function of the STI system and an example of how a complete installation looks
and operates. The Dealership will be provided an Installation Manual that will
serve as an example for the dealer to follow. If, upon completion of this
over-view training, the Dealership agrees he has received adequate training to
perform installations on his own, this will complete the responsibility of STI
for providing training.
If, however, the Dealership wishes further training for personnel STI will
provide an engineer to supervise and train the Dealership employee(s) during the
first installation in a new vessel configuration, factory installation, in a
Dealership vessel at the Dealership facility in South Africa or the U.S. The STI
engineer will not perform the actual installation but will direct and instruct
the Dealership employee(s). The Dealership will be responsible for the cost of
transportation, food, and lodging for STI employee(s) involved in such training,
whether in South Africa or at the Dealership facilities in the U.S. as detailed
in Schedule "B".
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The STI engineer will also, at this time, take notes, measurements, and
photographs for the purpose of customizing an Installations Manual for the
vessel and will provide this manual to the Dealership, in hard copy and
electronic forms. These notes, measurements, and photographs will also be used
by STI to customize future orders for the Dealership with the goal of aiding in
the Dealership installation process.
3.3 To reduce installation time, STI will develop a standardized system
appropriate to each boat model of Dealership and its subsidiaries in which the
STI EPS is to be installed. The standardized system will include cables and
harnesses with electrical connectors in place, where appropriate for the
components involved. It is recognized that for some components it may be more
efficient to cut wires to length and connect them during the installation
process, especially in those cases where connectors would not fit easily through
openings or where excess wire is needed to initially pull wiring into place.
3.4 STI shall provide installation manuals, component layout guides, and wiring
diagrams with enough detail for a skilled marine electrician to install the
system completely.
3.5 STI has the right to change the design of individual components and the
configuration of the system in order to reduce cost or to improve performance
and efficiency. Dealership shall have the right to review such changes and to
raise objections or make suggestions for alteration of such changes. In the
event of any such objection or suggestion, the parties will attempt in good
faith to achieve a mutually acceptable solution.
4. RESPONSIBILITIES OF THE DEALERSHIP
4.1. Dealership agrees to purchase a specific number of STI propulsion systems
each year based on the items identified in Schedules "A" and "B". The dealership
shall specify in Schedule "C" the total number of each type system. The pricing
contained herein is contingent upon achieving these projections plus or minus
20%. (See Section 5.3(b)) The systems purchased will consist of: one or two
electric motor drives, motor mounts, shaft coupling(s), motor controller's, AC
battery charger, Safety Power Management and Distribution panel (SPMD), Main
Distribution Box (when required for the installation), electronic throttles,
E-meter (or equivalent), ammeter, inverter (when required for the installation),
DC-DC cross charger, all necessary wiring, connectors, circuit breakers and
battery cutoffs. Dealership has the right to provide its own battery packs,
house batteries, although STI may also provide these as well at the Dealership's
discretion and expense.
4.2 Dealership will provide the boat's mechanical drive components beyond the
STI delrin coupling. These components include the propeller, prop shaft, shaft
log, stuffing box or mechanical (dripless) seal, #410 shaft coupling.
4.3 Dealership will provide for sufficient ventilation so that all system
components will function normally, including ventilation systems for the battery
storage area, motor and controller compartment(s) and generator.
4.4 Dealership will provide a main 12volt power switch for house batteries and a
12 volt house power system.
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4.5 Dealership will be responsible for installing the DC generator in a location
that is accessible for maintenance and that has sufficient ventilation to
prevent overheating. The Dealership will ensure that the fuel pump (or pumps)
provides pressure specified by the manufacturer even if the generator is
installed at a higher level than usual.
4.6 Distributor will provide a manager-level person to assist STI engineer who
will be supervising Distributor employees during installation in which STI is
involved. The assigned Distributor employees must be skilled in marine
electrical installations so they will be able to perform installation tasks
under the direction of STI engineer. The Distributor shall be certified and
commit to taking full installation responsibility without the assistance of the
Supplier after this new vessel configuration is complete.
4.7 Dealership will arrange its production schedule such that free and
unencumbered access shall be had to the vessel in which the system will be
installed. Dealership facilities provided will include an indoor location for
the installation with adequate lighting, electric power and routine facility
maintenance services, such as trash disposal. Dealership will also provide a
lockable, secure location for storing tools, spare parts and components awaiting
installation. Loss or theft of these tools and parts will be the responsibility
of Dealership
4.8 Dealership will use its best efforts to ensure that all exported system
components and tools shipped to Dealership facilities are cleared through
customs agents in a timely manner so that the STI engineer will not be kept idle
awaiting delivery. Dealership will pick up parts and tools shipped to South
Africa at the port of entry and deliver them promptly to the STI engineer at the
installation location.
4.9 Dealership will develop an installation module or pod with motor mounts and
other mounting structures designed to hold system components in their correct
locations and orientation for each vessel configuration covered under this
Agreement. The pod would be appropriately affixed to the interior surface of
each boat prior to the beginning of the installation.
4.10 Dealership will be responsible for providing the placement and installation
of all components including batteries and gensets as well as housing for them.
Dealership will be responsible for providing installation, termination and
connection of all cabling. Dealership will also be responsible for performing
all testing on completed installation.
4.11 Dealership will ensure that on new boat production, testing and
transportation schedules allow enough time for all parts to arrive and be
installed by STI before the boats are moved from the installation location for
tank testing or sea trials. Dealership will ensure that batteries are fully
charged and diesel fuel tank(s) are filled for sea trials. Dealership will
ensure that sea trials are conducted promptly after the installation so that any
STI engineer overseeing the trials will spend minimal time at Dealership
specified location after the installation is completed.
4.12 Dealership will acquire and pay for generic replacement spare parts, such
as additional fuel pumps, fuses, wiring, connectors, etc., from local suppliers
as and when or before necessary to complete the installation and/or outfit the
vessel in accordance with Dealership's agreement with the buyer.
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5. PRICING
5.1 Supplier hereby warrants to Dealership and its subsidiaries that the prices
and terms of products and/or services listed on Schedule "B" hereto under this
Agreement shall be as good as or better than the prices and terms offered by the
Supplier to any of the Supplier's customers, with similar volume and commitment,
worldwide.
5.2 Prices and price changes are limited to those items identified in Schedule
"B", notwithstanding Sections 5.3 and 5.4.
5.3 Dealership and the Supplier agree that:
(a) if there is an industry-wide price fluctuation on any product in Schedule
"B" during the term of this Agreement, either Dealership or the Supplier may
request a justifiable adjustment in the price accordingly for the product and/or
service, through written notice, or remove the product and/or service from this
Agreement as per Section 5.4(a);
(b) should the actual volume of business vary by more than 20% of anticipated
volume as per Schedule "C", the Supplier may request, within ninety (90) days
after the discrepancy is noticed, that prices and/or discounts be re-negotiated
to reflect such changes;
(c) in the event that both parties cannot agree to a mutually acceptable outcome
in Section 5.3(a) or 5.3(b), either party will be entitled to terminate this
Agreement without penalty upon ninety (90) days' written notice to the other
party.
5.4 The Supplier agrees and covenants that:
(a) if the Supplier removes a product and/or service from this Agreement,
Dealership shall be notified ninety (90) days prior to such action and any
anticipated volume will be adjusted downward in an amount equivalent to the
value of anticipated purchases of the canceled product and/or service to the
expiration date of this Agreement;
(b) pricing for additions to Schedule "B" and new products/services released by
the Supplier will be negotiated at a price level consistent with the prices of
the products/services already covered by this Agreement and will be subject to
Dealership approval.
6. PAYMENT TERMS
6.1 All orders placed shall utilize a Purchase Order provided by Nautique
Propulsion Systems referencing the components herein Schedule "A" and the
pricing herein Schedule "B".
6.2 All purchasing transactions under this agreement by the Dealership shall
utilize an Irrevocable Letter Of Credit (ILOC) in US Dollars drawn on a domestic
bank for payment to the Supplier. Refer to Schedule "D" for proper procedure to
be followed.
7. MARKETING AND SALES SUPPORT
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7.1 The Supplier shall:
(a) Provide Dealership at cost (or files at no cost) with marketing materials
that STI develops independently for its products. (This will not include
materials developed specifically and exclusively for other companies.) Materials
that STI will make available to Dealership include brochures, spec sheets,
posters, rendered solid models in Rhino 3-D software, JPEGs and AVI animations
of Rhino images, photographs of installations of STI systems in Dealership's
boats, photographs taken of exterior of Dealership's boats on land and in the
water, training materials, installation manuals, and operating manuals.
(b) Provide the services of its marketing staff to Dealership at cost and as
time permits for special marketing assignments such as copywriting, magazine ad
layout, electronic publishing, print materials production and video production.
(c) Provide personnel when available for joint marketing appearances at boat
shows.
(d) Provide a link on the Solomon Technologies web site to Dealership's web
site.
(e) Produce a Solomon Technologies page for Dealership's web site if requested.
(f) Prominently display or mention Dealership's boats (subject to supplier's
esthetic criteria) in marketing materials and presentations developed for trade
events and marketing functions that supplier engages in independently, such as
boat show booth displays and speaking engagements before technical
organizations.
7.2 The Dealership shall:
(a) Actively promote and market its boats powered by STI electric propulsion at
boat shows, on the company web site and in brochures and other printed marketing
materials.
(b) Preserve STI's labels, trademarks and service numbers on all components and
provide clear and obvious references to STI as the provider of the electric
propulsion systems used in Dealership's boats.
(c) Provide supplier with video (when available) and high-resolution photo files
of company's boats under sail and during sea trials with Solomon Technologies
motors.
(d) Provide CAD files (with appropriate safeguards to preserve proprietary
information) that will allow supplier to create computer renderings of the STI
system installed in Dealership's boats.
Provide supplier with marketing and promotional access to regattas,
transatlantic crossings and other high-profile sailing events that include
Dealership boats powered by STI electric drive.
8. NEW TECHNOLOGY
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8.1 If a new electric propulsion technology is introduced by another
supplier/competitor that improves outcomes and/or operational efficiencies
during the term of this Agreement ("New Technology") the Supplier shall have an
opportunity to supply comparable technology within 180 days of notification to
the Supplier by the Dealership that it wants the New Technology included under
this Agreement.
8.2 If, in Dealership's reasonable opinion, the Supplier's technology does not
compare favorably to the New Technology, Dealership may purchase products
incorporating the new technology from third parties and the anticipated volume
shall be reduced if necessary.
9. COVENANT OF NON-DISCLOSURE OR USE OF CONFIDENTIAL INFORMATION
9.1 Dealership understands that the Supplier has developed, and is continuing to
develop, valuable business, technical, product and customer information that the
Supplier has a right to protect to safeguard its legitimate business interests.
Dealership understands that during the course of the relationship with the
Supplier, Dealership has or will have access to certain proprietary and
confidential information regarding the business of the Supplier, including but
not limited to: information regarding intellectual property, strategic,
marketing, operational plans and programs, and processes toward meeting the
goals in such plans; potential new products and services; competitive and
marketing strategies, including confidential price lists or structured pricing
schedules for particular customers or consortia or customers; identities of
personnel and compensation structures; pricing, accounting, marketing,
merchandising and business strategies; advertising and promotional plans;
merchandising programs; product and services plans, plans for printed material;
direct mail; telemarketing and internet programs; business plans, financial data
and financial information; client/customer and supplier/vendor transaction
histories; invoices and amounts charged for products and services; plans for
products, programs, services and use of technology; research and development for
products, programs, services and use of technology; information concerning past,
present and prospective clients/customers and suppliers/vendors, including the
identities of contact persons; and operations, management and organizational
development (all of the foregoing shall hereafter be referred to as
"Confidential Information"). Dealership acknowledges and agrees that he/she has
acquired or will acquire such Confidential Information under circumstances
giving rise to a duty to maintain its secrecy, and to limit its use to the
benefit of the Supplier. Dealership acknowledges and agrees that said
Confidential Information derives independent value from not being generally
known to and not readily ascertainable by proper means by other persons who can
obtain economic value from its disclosure or use. Dealership further
acknowledges and agrees that such Confidential Information has been the subject
of efforts, which are reasonable under the circumstances to maintain its
confidentiality.
9.2 Undertakings: Except as may be necessary for the performance of Dealership's
duties as a manufacturer of sailing vessels Dealership will use their best
efforts and diligence to protect the Confidential Information and the Supplier's
goodwill, and Dealership therefore agrees that, both during and after
Dealership's association with the Supplier:
i. Dealership will not, directly or indirectly, use the
Confidential Information (A) for any purposes other than the
furtherance of the Supplier's business interests or (B) in
any way not permitted in writing by the Supplier,
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ii. Dealership will not disclose, leak, divulge, disseminate,
reveal, make available, replicate, duplicate (in any form,
tangible or intangible), or otherwise communicate all or any
portion of the Confidential Information to any person or
entity, either directly or indirectly, unless given
permission to do so in writing by the Supplier; and
iii. Dealership will use the highest degree of care to safeguard
the confidentiality of the Confidential Information and will
not make any copies or abstracts of the Confidential
Information (in any form, tangible or intangible), except
where permitted to do so by the Supplier in writing.
9.3 End of Association: Dealership understands and agrees that the obligation
not to use or disclose the Supplier's Confidential Information survives
termination of this Agreement for any reason. Dealership agrees that upon
request by the Supplier Dealership will return to the Supplier any Confidential
Information in its possession or in the possession of any of its officers,
directors, employees or agents.
10. NON-SOLICITATION COVENANTS
10.1 Non-Solicitation of Employees, Other Representatives, Customers and
Vendors: During Dealership's association with the Supplier, and for a period of
one year after termination of that association, unless the other party permits
otherwise in writing, the Supplier and the Dealership will not solicit, divert,
contact, take away or interfere with any of the other party's customers,
employees, other representatives, vendors, suppliers, marketing agents, or
others with similar business relationships with the other party, for a purpose
that is competitive with, or detrimental to, the other party's business.
10.2 Non-Disparagement: Neither party will disparage, denigrate, vilify or
criticize the other party for the purpose of interfering with, reducing,
interrupting or otherwise impeding the conduct of the other party's business.
11. DEALERSHIP'S AUTHORITY
The Dealership shall have no right or authority, either expressed or implied, to
assume or create, on behalf of the Supplier, any obligation or responsibly of
whatsoever kind of nature. The Dealership is an independent company, and under
no circumstances shall be considered as an agent or representative of the
Supplier. If the Dealership assumes or creates, on behalf of the Supplier, any
obligation or responsibility not contemplated by this Agreement, the Supplier
shall have the right to seek indemnification from the Dealership for any loss
incurred because of the Dealership's actions.
12. ENFORCEMENT
12.1 Remedies. Dealership acknowledges and agrees that the restrictive covenants
contained in Sections 9 and 10 are reasonable and necessary in order to protect
the legitimate business interests of the Supplier, including its trade secrets,
its valuable confidential information, its substantial relationships with
prospective and existing customer and vendors and the vendor and customer
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goodwill associated with its ongoing business. Dealership acknowledges and
agrees that any violation of the covenants contained in Sections 9 and 10 will
cause the Supplier irreparable harm and damages and that damages at law will be
insufficient remedy for such violations. Accordingly, Dealership agrees that
upon breach or any threatened breach, the Supplier shall be entitled upon
application to any court of competent jurisdiction to obtain preliminary and
permanent injunctive relief to enforce the provision of Sections 9 and 10, which
relief shall be in addition to any other rights or remedies available to the
Supplier, at law or in equity, including but not limited to damages, punitive
damages, costs and attorneys fees. Dealership agrees that the Supplier shall be
entitled to such injunctive relief upon the posting of a bond in the amount of
$1,000. Should Supplier's action for preliminary injunction be granted in whole
or in part, and should Supplier ultimately be unsuccessful in obtaining a
permanent injunction to enforce the covenant, Dealership hereby waives any and
all rights they may have against the Supplier for any injuries or damages,
including consequential damages sustained by Dealership and arising directly or
indirectly from the issuance of a preliminary injunction.
12.2 Attorneys' Fees and Costs: If at any time after the execution of this
Agreement, either party should institute legal action to enforce any of the
terms and conditions of the Agreement, including Sections 13 and 14, the
prevailing party shall be entitled to recover reasonable attorneys' fees and the
costs of litigation, including those fees and costs incurred in bankruptcy and
appellate proceedings.
13. ASSIGNABILITY
This Agreement may not be assigned by either party without the prior written
consent of the other party.
14. MISCELLANEOUS
14.1 Failure to Enforce: Failure of the Supplier to enforce or otherwise act
with respect to any of its rights hereunder shall not be construed as a waiver,
nor prevent the Supplier from thereafter reinforcing strict compliance with any
and all terms of this Agreement.
14.2 Complete Integration: This Agreement supersedes all prior agreements and
understanding between the parties. This Agreement, together with the exhibits
hereto, contains all the understandings and agreements between the parties
concerning the covenants set forth herein. Dealership acknowledges that no
person who is either an employee or agent of the Supplier may orally or by
conduct modify, delete, vary or contradict the terms and conditions of such
covenants or this Agreement. This Agreement may be modified only by a written
amendment executed by each of the parties hereto.
14.3 Governing Law: This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Florida, without giving
effect to principles of conflict of laws. Dealership hereby agrees that any
action, proceeding or claim against it arising out of, relating in any way to
this Agreement shall be brought and enforced in the courts of the State Florida
or of the United States of America for the Middle District of Florida, and
irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive.
Dealership hereby waives any objection to such exclusive jurisdiction and that
such courts represent an inconvenient forum. Any such process or summons to be
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served upon Dealership may be served by transmitting a copy thereof by
registered or certified mail, return receipt requested, postage prepaid,
addressed to it at the address set forth in Section 18 hereof. Such mailing
shall be deemed personal service and shall be legal and binding upon DEALERSHIP
in any action, proceeding or claim.
14.3 Execution in Counterparts: This Agreement may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which shall be deemed to be an original, but all of which taken together
shall constitute one and the same agreement, and shall become effective when one
or more counterparts has been signed by each of the parties hereto and delivered
to each of the other parties hereto.
14.4 Severability: If any provision herein is or should become inconsistent with
any present or future law, rule or regulation of any sovereign government or
regulatory body having jurisdiction over the subject matter of this Agreement,
such provision shall be deemed to be rescinded or modified in accordance with
such law, rule or regulation. In all other respects, this Agreement shall
continue to remain in full force and effect.
15. TERM
This Agreement shall commence on the effective date, and will continue for a
period of one year. The term of this Agreement will be automatically extended
for successive one-year periods unless otherwise terminated in accordance with
Section 1.1. During the term of this Agreement, or any extension thereof, the
Supplier will not enter into a separate or individual contract covering the
products and/or services listed in Schedule "B" with any member of the
Dealership, and the Dealership, agrees to purchase all agreed upon electric
propulsion systems and their components from STI exclusively.
15.1 Termination-This Agreement may be terminated:
(a) Upon ninety (90) days' advance written notice by either party.
(b) Immediately by either party upon material breach hereof by the other
party.
16. WARRANTIES
The Supplier represents and warrants that all products and/or services listed in
Schedule "B" will be delivered and supplied to Dealership in completely
functional order. The Dealership's customer will receive a written warranty as
part of their documentation package supplied upon receipt of the vessel. This
warranty document is detailed in "Attachment 1" attached hereto.
17. INSURANCE
STI will add Dealership as an "Added Insured" on all insurance policies; in
turn, Dealership will add STI as "Added Insured" on all policies as well, in
each case including but not limited to: Commercial General Liability and
Workers' Compensation.
18. NOTICES
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Any notice, consent or approval required under this Agreement shall be properly
given if in writing and delivered in person, by facsimile transmission or
certified mail, postage prepaid and addressed to the following addresses (or
such other address as a party may from time to time designate in writing):
IN WITNESS WHEREOF the parties have executed this Agreement as of the date first
above written.
SOLOMON TECHNOLOGIES, INC. Nautique Propulsion Systems
Per:/s/ Xxxxx X. XxXxxxxxx, Xx. Per: /s/ Xxxxxxx Xxxxxxxx Xxxxxxx
Name: Xxxxx X. XxXxxxxxx, Xx. Name: Xxxxxxx Xxxxxxxx Xxxxxxx
Title: President Title: Manager
Address: 0000 X & X Xxxxxxxxxx Xxxxxxxxx Xxxxxxx: 000 Xxxxxxxxxxxx Xxxxxx
Xxxxxx Xxxxxxx, XX 00000 Eureka
Fax: (000) 000-0000 Xxxxxxxxx
Xxxx Xxxxx
XXX 0000
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SCHEDULE "A"
SOLOMON TECHNOLOGIES, INC.
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ITEM CODE MODEL DESCRIPTION DIMENSION WEIGHT CUSTOM CODES
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ST37 STI 37 Solomon 37 replaces diesel up 24hp 13x13x13 78 lbs. 8501104040
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ST37T STI 37 Twin Solomon 37 Twin motors 13x13x13 156 lbs. 8501104040
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ST74 STI 74 Solomon 74 replaces diesel up 45hp 13x17x13 108 lbs. 8501104040
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ST74T STI 74 Twin Solomon 74 Twin Motors 13x17x13 216 lbs. 8501104040
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SPMD SPMD Safety Power Management Distribution 15x12x6 14 lbs.
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MDB MDB Main Distribution Box 30 lbs.
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KS 091 127 KS 091 Battery Charger 12x11x17 48 lbs.
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LLU1L U1 Group U1 Batteries 33 amp hr 7.71x18x6.89 23 lbs. 0000000000
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LL24L 24 Group 24 Batteries 80 amp hr 0000000000
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LL27L 27 Group 27 Batteries 95 amp hr 13.09x6.77x9.25 63 lbs. 0000000000
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LL31T 31 Group 31 Batteries 105 amp hr 12.90x6.75x9.27 68 lbs. 0000000000
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LL4DL 4D Group 4D Batteries 210 amp hr 20.75x8.71x9.09 130 lbs. 0000000000
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LL8DL 8D Group 8D Batteries 255 amp hr 20.72x10.94x9.88 158 lbs. 0000000000
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E-METER E-METER Digital Readout
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AMMD Ampmeter Digital Ammeter
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DDH300V15 DDH300 Cross Charger 120/144 v to 12 v 7x9x3 4 lbs.
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DC/DC Converter 5 lbs.
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XXX 00 XXX 00 Xxxxxxxxx 00 XX 46.8x21.6x27.2 605 lbs. 8501336000
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INV-3 INV-3 Inverter 3 KW 13x25.5x9 80 lbs. 8504409570
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INV-6 INV-6 Inverter 6 KW 80 lbs. 8504409570
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MN-CTRL-NS MN-Thr Throttle Controls 1 lb.
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CA-01 Battery Cables
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SCHEDULE C
Nautique Propulsion Systems, hereinafter referred to as the Dealership, as
detailed in the attached Agreement, agrees to purchase the following STI systems
as stock inventory to provide the Dealership to promptly meet the demands of
their base of OEM's, boat yards and direct customers.
1-COMPLETE TWIN ST37 SYSTEM
Consisting of the following:
o 2-ST37 motors, controllers, and Delrin shaft coupling
o 1-Main Distribution Box
o 2-Safety Power management & Distribution (SPMD) Panels
o 2-Shaft & Propeller MP3-18x18 (pair) Priced Props only
o 1-DC/DC Cross charger/converter 144v to 12V 30amp
o 1-Battery Charger 144VDC-8amp
o Battery breaker 50 amp per
o Battery disconnects per
o 2-Motor Mounts (set of 4) Priced as 2 sets
o 1-Digital readouts-E Meter
o 1-Battery cable assembly
o 2-Throttle control mini electronic with rubber boots priced as set
o 2-Digital Ammeter-2 require priced as set
OPTIONAL COMPONENTS FOR FUNCTIONAL SYSTEM
o 12-Batteries AGM Group 31 (105 amp hr)
o 12-Batteries AGM Group 4D (210 amp hr)
o 12-Batteries AGM Group 8D (162 amp hr)
o 2-House Battery: genset starting AGM 12V Group 31/105 Amp hr
o 1-Inverter 144V to 115V AC3000 xxxxx with breaker
o 1-Inverter 144V to 115V AC6000 xxxxx with breaker
o 1-Xxxxxx Panda 6.3 kW generator
o 1-Xxxxxx Panda 9.5 kW generator
o 1-Xxxxxx Panda 10.6 kW generator
o 1-Xxxxxx Panda 13.1 kW generator
o 1-Xxxxxx Panda 616.4 kW generator
Additionally, the Dealership projects it will sell a combination of STI systems
during the first twelve (12) months of this Agreement as follows:
|_| 24 motors-in any combination as they may choose
Changes to this SCEHDULE C shall be mutually agreed to in writing in accordance
with the attached Agreement and in accordance with all Agreement provisions.
System component returns shall be negotiated as necessary with appropriate
credits issued. Warranty repairs will be I accordance with the standard STI
systems warranty provided.
SCHEDULE "D"
EXAMPLE OF IRREVOCABLE LETTER OF CREDIT (ILOC) REQUEST
Dear Buyer:
Regarding your purchase order number _____ dated _____, please ask that your
bank issue an irrevocable Commercial Letter of Credit according to the following
terms and conditions.
BENEFICIARY: Solomon Technologies, Inc.
-------------------------
0000 X & X Xxxxxxxxxx Xxxx.
Xxxxxx Xxxxxxx , Xxxxxxx00000 X.X.X.
ADVISING BANK: Wachovia Bank, National Association
Mail and wire addresses of Wachovia Bank, National Association are as follows:
Mail: International Export Trade Operations
0000 Xxxxxxxx Xxxxx, XXX0
Xxxxxxxxx, XX 00000
Telex: 4990118 funbk pa
Swift: PNBPUS33PHL
PAYMENT TERMS: The Letter of Credit must be payable at the counters of Wachovia
Bank, National Association.
Payment to be effected in U. S. Dollars
Draft(s) to be drawn at sight.
_____ Please have the Irrevocable Letter of Credit confirmed by Wachovia Bank,
National Association.
DOCUMENTARY REQUIREMENTS:
The Irrevocable Letter of Credit funds should be available upon presentation of
the following documents:
1. Signed Commercial Invoices 2. _______________________
----------------------------
3. ____________________________ 4. _______________________
5. ____________________________ 6. _______________________
OTHER IMPORTANT POINTS:
* Shipment and price quotations are ____________________. (ILOC)
* Shipment from ____________________ to ____________________.
* Partial shipments __________ permitted or __________ not permitted.
* Latest shipment date ________________________________________.
* Expiration date _____________________________________________.
* All banking charges in the U.S. are for the account of the___________buyer
or___________seller, including reimbursing bank fees.
* Please ensure that the Letter of Credit is issued__________ days before
our agreed upon shipment date.
PLEASE NOTE CAREFULLY:
If you are unable or unwilling to meet any of these terms and conditions, please
contact us as soon as possible, and prior to having the Letter of Credit issued.
Any deviations from the above terms and conditions without our agreement may
result in a delay of the shipment until the I L/C can be amended.
Signed,
------------------------------------
