AGENCY AGREEMENT USA Petrovalve Inc. Houston, Texas 77040
Exhibit
10.1
THIS
AGREEMENT, effective the 1st
day of
January, Two Thousand four, by and between USA
Petrovalve, Inc.
(“Petrovalve”), a business corporation incorporated in the State of Texas, USA,
herein represented by its duly authorized and empowered undersigned
representative; and
Servicios Tecnicos Petrovalve C.A.
(“Agency”), represented herein by its duly authorized and empowered undersigned
representative, witness that:
WHERAS,
Petrovalve is the manufacturer and marketer of various products in the oil
and
gas industry, and desires to contract with Agency to assist in the marketing
of
such products; and
WHERAS,
Agency desires to carry out the services of promoting and distributing the
products of Petrovalve (“products”) within the Territory of Venezuela
(“Territory”);
NOW,
THEREFORE, it is agreed by and between the Parties hereto, for and in
consideration of the mutual covenants contained herein, as follows:
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1.
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Agency
will as the sole agent and representative of Petrovalve for Venezuela
promote the sale and distribution of the products with the Territory;
will
seek inquiries from potential customer for information on the full
range
of products of Petrovalve, and to take whatever actions are reasonably
effective in assuring that Petrovalve is included on the approved
Vendor/Bidder listings for all contracts requiring products of
Petrovalve.
Further, Agency will take all reasonable actions to ensure that
Petrovalve
is registered and authorized to conduct business in any part, portion,
or
governmental subdivision of the Territory. Agency agrees that it
will seek
to obtain a competitive position for the products/quotations of
Petrovalve, and will supply Petrovalve all information regarding
competitors’ products, services and prices.
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Agency
further agrees that it will not act in competition with Petrovalve, or as
an
agency for any other entity that is, or may be in competition with Petrovalve.
Agency
will, at all times, clearly represent itself to any and all potential customers
as the agency of Petrovalve’s product lines.
Agency
will, at the request of Petrovalve, provide Petrovalve with a comprehensive
list
of Agency’s other principals and product lines handled by Agency; for the
purpose of assuring the Parties hereto that no competitors or competitive
product lines are being handled or represented by Agency in violation hereof.
Agency
acts hereunder and is only an independent contractor, and this Agreement
does
not establish the relationship of the Parties hereto as joint ventures, agents,
associates, partners, or any other relationship.
Agency
also has the option to purchase goods or services supplied by Petrovalve.
Commissions will not be paid on direct distributor purchases, but a discount
will be granted to Agency, as set forth hereinafter. It is agreed that title
of
any of Petrovalve’s products transferred to Agency under the direct Agency shall
be in the name of Agency and shall be transferred only upon the full payment
for
such goods or services to Petrovalve by Agency.
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2.
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Reports.
Agency will provide Petrovalve, at the end of each calendar month,
a
summary report including all calls, proposals, and sales made during
such
calendar month; and Agency will provide, along with that report,
a
forecast projection by Agency of expected activities and sales
during the
subsequent calendar month.
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Agency
will provide Petrovalve, at the end of each calendar quarter, a report on
any
and all quotations and proposals that were not accepted, and any and all
sales
that were not consummated; with comments and reasons by Agency for such results.
Such report will also include any and all information that would prove helpful
and useful to Petrovalve in the marketing of the products of Petrovalve.
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3.
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Customers.
Agency will use its best efforts hereunder to secure appointments
with and
access to potential customers for Petrovalve, assuring that any
such
appointments will be with representatives of the potential customers
with
power to contract for and on behalf of such potential customers.
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Agency
will use its best efforts to assure that any potential customers have sufficient
credit rating to do business with Petrovalve, and will assist any such potential
customers in establishing credit worthiness and improvement in credit rating.
Agency
will also assist Petrovalve in the collection of any and all past-due debts
from
customers of Petrovalve in the Territory set forth in this Agreement.
Any
goods
returned by Agency, the acceptance of which return is at the sole discretion
of
Petrovalve, shall be subject to a restocking charge by Petrovalve.
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4.
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Indemnity.
Agency releases Petrovalve and will save, indemnify, defend, and
hold
Petrovalve, and Petrovalve’s officers, directors, agents, affiliates,
subsidiaries, and Petrovalve’s parent corporation harmless from and
against any and all liabilities, losses, or damages, claims, demands,
causes of action, suits, and associated expenses (including, but
not
limited to court costs, expert witness fees, investigative expenses,
and
attorneys’ fee), and awards arising in favor of Agency, any third party,
or customer as a result of, or in connection with the performance
of
services by Petrovalve or by Agency, except if caused by the gross
negligence of Petrovalve. Agency agrees that indemnity obligations
hereunder will be supported by adequate insurance coverage subject
to the
approval of Petrovalve.
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5.
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Agency
agrees that any bid bond costs or performance bond costs required
in
connection with any order or contract with a customer will be borne
by
Agency, unless otherwise agreed to in writing by the Parties hereto.
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6.
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Petrovalve
will supply to Agency any and promotional materials, sales materials,
pamphlets, brochures, data sheets, and information reasonably needed
by
Agency to carry out Agency’s obligations hereunder.
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Petrovalve
will furnish and provide sales assistance relating the products, including,
but
not limited to available written information, reasonable technical visits
and
assistance.
Any
potential customer who has been contacted by Agency may be given a quote,
bid,
or proposal directly by Petrovalve, and Petrovalve will simultaneously notify
Agency of any such direct contact. No such direct contact by Petrovalve will
adversely affect any rights provided for in this Agreement. However, if
Petrovalve receives any inquiry form any potential customer located in Agency’s
Territory hereunder, for products of Petrovalve, and such potential customer
has
not been contacted by Agency, Petrovalve will notify Agency of such direct
contact. Compensation for Agency will be as set forth in this Agreement.
Further, if Petrovalve receives any inquiry from a potential customer outside
the Territory, but where the ultimate delivery destination of the products
is to
be within the Territory of Agency, then Petrovalve will quote a price that
includes the commission of Agency provided for herein.
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7.
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No
commission will be paid Agency on any sales of products that have
been
directly purchases by Agency from Petrovalve. On any such direct
purchase
by Agency from Petrovalve, Petrovalve will give to Agency a discount
of
twenty- five (25%) per cent off the published US Dollar Price List
(Suggested End User price).
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All
invoices originating from Petrovalve shall be paid in US Dollars FOB
Petrovalve’s Plant, or by Agency’s supplying Petrovalve a guaranteed, fully
accessible letter of credit from a bank approved by Petrovalve.
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8.
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In
all cases where the Agency is owed commission on sales of the Petrovalve
products, at the end of each calendar month, Petrovalve will furnish
to
Agency written statements of commissions on all orders invoiced
during
such calendar month, commissions pending on all orders invoiced
during
prior calendar months but which have not been paid, and commissions
on all
invoices paid during the calendar month. Otherwise, no commissions
shall
be due for sales made under the conditions described in the last
paragraph
of Section 6.above.
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In
no
case shall Petrovalve be responsible for expenses incurred by Agency during
the
course of Agency’s duties hereunder, unless agreed to in writing by the Parties
hereto prior to the incurring of such expenses by Agency.
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9.
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Commissions
and Payment. In all cases where commissions are payable hereunder,
Petrovalve, Petrovalve will pay to Agency a commission in the amount
of
ten (10%) per cent of any and all amounts received by Petrovalve
on
invoices to customers obtained by Agency. Payment of commissions
to Agency
will be made by Petrovalve as soon as payment of invoice is received
by
Petrovalve, or at a reasonable time thereafter after processing
of same.
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10.
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Venue.
This Agreement is and shall be subject to and enforceable under
the Laws
of the State of Texas, U.S.A., and the proper Courts therein.
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11.
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This
Agreement is binding upon the Parties hereto, their employees,
officers,
directors, agents, affiliates, subsidiaries and parent companies.
Neither
Party may assign this Agreement without the prior written approval
of the
other Party. Any assignee will be bound by the provisions of this
Agreement as thought the assignee were an original Party hereto.
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12.
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In
any dispute hereunder, or claim made by any Party hereto against
the other
Party, the successful Party may recover any and all costs of collection,
arbitration, meditation, and litigation, including reasonable attorneys’
fees.
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13.
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Petrovalve
respects the right, and such right is acknowledged by Agency, to
improve,
modify, or change any and all products manufactured by Petrovalve
and/or
subject to this Agreement, without regard to Agency or Agency’s customers,
clients, or contacts and their inventories.
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14.
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Term.
This Agreement shall have a term of four (4) years from the effective
date
hereof. However, either Party may terminate this Agreement at any
time by
giving written notice of such termination to the other Party at
least
ninety (90) days prior to the effective date of such termination.
Upon any
termination hereof, the Agency shall return to Petrovalve any and
all
literature, drawings, models, customer records, technical data,
and other
materials relating to the business and products of Petrovalve.
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WHEREUPON,
the Parties hereto have executed this
Agreement effective the date and date first above set forth.
| USA PETROVALVE, INC | |||
| By: ______________________________ | |||
| SERVICIOS TECHNICOS PETROVAL C.A Agency | |||
| By: ______________________________ | |||
UNITED
STATES OF AMERICA, STATE OF TEXAS, COUNTY OF XXXXXX BE IT KNOWN, that before
me,
the undersigned Notary Public, duly commissioned and qualified in and for
the
nation, state, and county aforesaid, personally came and appeared Xxxxx Xxxxx
who, upon being duly sworn, dod depose that he is an officer and authorized
representative of USA Petrovalve, Inc., and as such, executed the above Agency
Agreement for and on behalf of the corporation and for the purposes stated
therein.
| _______________________________ | |||
| NOTARY PUBLIC | |||
| Typed Name: Xxxxxxx X. Xxxxx | |||
| Commission Expires: 08/13/2006 |
