Exhibit 10.1
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THE KALAMAZOO GRILL
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2004 Distributor Agreement (Canada) - #
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This Agreement dated for reference May 1, 2004, between Quadrant Manufacturing,
Inc. (dba The Kalamazoo Grill) of Kalamazoo, Michigan hereinafter referred to as
"Supplier," and Europa Trade Agency Ltd., of Vancouver, Canada, hereinafter
referred to as "Distributor."
RECITAL
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Supplier is engaged in the business of manufacturing and marketing stainless
steel outdoor barbecue grills and accessories ("grills") and wishes to appoint
Distributor as the exclusive distributor and representative of its products in
Canada, subject to certain exclusions.
For good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
TERMS AND PAYMENT
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1. Supplier will provide grills to Distributor at wholesale pricing
as listed in the Pricing Addendum to this Agreement. Distributor
will also be placing orders as a representative of Supplier on a
commission basis as set out below.
2. The term of this Agreement will commence on the date first
hereinbefore written. Either party may terminate this Agreement
upon 6 months' prior written notice after February 11, 2006.
3. The Distributorship may be terminated by mutual written consent
at any time.
4. Distributor will endeavour to purchase an annual minimum of
US$50,000 wholesale volume, any grills of Distributor's choosing,
as listed in the attached Pricing Addendum pursuant to a Purchase
Order to be executed at the time of execution of this Agreement.
5. Full Payment will be made by Distributor to Supplier prior to
shipping; payment can also be made through an authorized third
party floor-plan finance source acceptable to Supplier (Textron
or Cantrex). Acceptable forms of payment (other than floor-plan
financing) will be by company check, wire transfer, or credit
card.
6. Grills will be shipped from Supplier's factory in Kalamazoo,
Michigan. It is anticipated that Supplier will pay shipping on
orders over US$50,000, that on orders over US$30,000 Distributor
will pay US$75 per unit shipping cost to US/Canada border (with
all additional shipping to be paid by Distributor or end
customer, as appropriate), and that on other orders shipping will
be on a collect or pre-paid basis. The parties agree to discuss
shipping costs associated with large but split orders on a
case-by-case basis.
Rev. 05/09/03 1
7. Supplier reserves the right to alter pricing as may become
necessary. Distributor will be given 30 days' notice of such
changes. Distributor may order additional grills at the former
posted pricing during that 30-day period.
8. Supplier will pay Distributor a commission of 7% of the purchase
price (exclusive of taxes and shipping costs) on any sales made
into or emanating from Canada made at wholesale prices, and a 10%
commission on full-priced sales. No commission is payable in
relation to Supplier's agreement with HomeSense, Canada.
MARKETING
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9. Distributor will ensure that a minimum of one Kalamazoo Grill is
prominently displayed within each retail establishment carrying
Supplier's products.
10. Supplier will provide point of sale materials, in quantities
mutually agreed-to between Supplier and Distributor;
11. Distributor will ensure that point of sale materials are
displayed prominently;
12. Supplier offers placement of Distributor's various Canadian
retail outlets listed on a special page for Canadian Dealers
listed on Supplier's Internet site;
13. Supplier will grant Distributor private access to pertinent
information through unique log-in to Supplier's Internet site;
14. All Distributor advertised pricing, regardless of media, must
remain at or above the current posted Manufactures Suggested
Retail Price in equivalent USD based on current exchange rates,
as listed on Supplier's Internet site, xxx.xxxxxxxxxxxxxx.xxx;
15. Subject to the payment by Supplier to Distributor of commissions
hereinbefore described, Supplier reserves the right to retail
product directly to any market or individual not covered by an
exclusivity clause.
16. Distributor agrees not to seek customers outside Canada.
EXCLUSIVITY
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17. From the date of this Agreement until its termination,
Distributor will be Supplier's exclusive distributor in relation
to all sales of Kalamazoo Grills into or emanating from Canada,
excluding sales made in relation to Supplier's existing agreement
with HomeSense, Canada for certain, limited product lines.
Supplier will advise Distributor of these product lines and will
attempt to differentiate Distributor's product lines from those
of HomeSense. Supplier reserves the right to review and
renegotiate Distributor's exclusivity upon 30 days' prior written
notice to Distributor, subject to a review of Distributor's
performance in the exclusive market area.
Rev. 05/09/03 2
18. Supplier will forward to Distributor all leads emanating from
Canada.
19. Exclusivity will apply only to Kalamazoo Grill branded core
product line grills.
20. Third-party licensing arrangements may preclude exclusivity on
some grill models.
WARRANTY
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21. Supplier will offer to Distributor and to Distributor's customers
a written Warranty:
22. Lifetime on all Stainless Steel Parts, 15 years on Castings, 5
years on Burners and Fittings.
23. Kalamazoo warrants that its products will be of merchantable
quality.
TERMINATION
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24. Supplier reserves the right to terminate this Agreement upon 30
days' prior written notice upon Distributor's unremedied breach
of any term of this Agreement.
25. If Distributor desires to terminate this agreement prior to
expiration date, Distributor will make immediate payment in full
for any open balance due to Supplier.
26. In the event of termination of this Agreement by Supplier,
Supplier will only deliver pending orders for which payment has
been received.
27. In the event of termination, Distributor will forthwith return
any and all point of sale materials to Supplier.
28. No product may be returned by Distributor to without prior
written agreement and will be subject to attached Return Policy.
29. The parties' obligations, including payment of accrued
commissions for any sales made during the term hereof, will
survive termination.
LIABILITY OF SUPPLIER
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30. Supplier will not be liable for any damages caused by undue delay
in production or shipping hereunder arising from any cause beyond
the reasonable control of Supplier, or as a result of strikes,
work stoppages, or acts of God. All reasonable attempts will be
made by Supplier to advise Distributor in advance of any such
potential delays.
31. Supplier will not be liable for breach of warranty, express or
implied, including without limitation, any warranties of
merchantability or fitness, nor for negligence in respect to any
performance by Supplier pursuant to this Agreement. Supplier will
Rev. 05/09/03 3
in no event be liable for incidental, special or consequential
damages, unless otherwise expressly agreed to in writing.
32. In no event will Supplier's liability for any products or
services performed hereunder exceed the amount of money paid by
Distributor to Supplier for said product.
TERMS TO BE EXCLUSIVE
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33. The entire agreement between the parties with respect to the
subject matter hereunder is contained in this Agreement;
34. Except as herein expressly provided to the contrary, the
provisions of this Agreement are for the benefit of the parties
hereto solely and not for the benefit of any other person,
persons, or legal entities.
WAIVER OR MODIFICATION OF TERMS
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35. No waiver, alteration, or modification of any of the provisions
of this Agreement will be binding unless in writing and signed by
a duly authorized representative of Supplier and Distributor.
ASSIGNMENT
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36. Assignment of this Agreement by Distributor without written
consent of Supplier will be void.
WRITTEN NOTICE
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37. All communications regarding this Agreement should be sent to
Supplier at X.X. Xxx 00000 0000 X. Xxxxxxx Xx., Xxxxxxxxx, XX
00000;
38. Any written notice hereunder will become effective as of the date
of mailing by registered or certified mail, and will be deemed
sufficiently given if sent to the addressee at the address stated
in this agreement or such other address as may hereafter be
specified by notice in writing.
MISCELLANEOUS
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39. This agreement will be governed by and construed according to the
laws of the State of Michigan;
40. Any disputes arising out of this agreement will be resolved under
a jurisdiction of the State of Michigan;
41. Subject to the provisions as to assignment, the agreements,
conditions, and provisions contained will apply to and bind the
heirs, executors, administrators, successors, and assigns of the
parties to the terms of this agreement.
Rev. 05/09/03 4
42. This Agreement will not be deemed complete without the following:
Pricing
Addendum Credit Application
Return Policy
Distributor Profile
Minimum Purchase Order
43. No Distributor order will be accepted or acted upon until Credit
Application and this Agreement has been reviewed, approved and
returned to Distributor by Supplier.
44. This Agreement supercedes and replaces any previous written or
oral Agreements between the two parties undersigned.
SUPPLIER:
QUADRANT MANUFACTURING, INC.
(DBA THE KALAMAZOO GRILL)
By /s/ Xxxxxxxx Xxxxxxx
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Xxxxxxxx Xxxxxxx, Chmn./CEO
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Print name and title
0000 X. Xxxxxxx Xx.
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Xxxxxx Xxxxxxx
Xxxxxxxxx, XX 00000
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City, State, Zip
(000) 000-0000
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Telephone Number
DISTRIBUTOR:
EUROPA TRADE AGENCY, LTD.
By /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx, President
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Print name and title
0000 Xxxx 00xx Xxxxxx
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Xxxxxxx Xxxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx
X0X 0X0
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City, State, Zip
000-000-0000
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Business Telephone Number
Rev. 05/09/03 5
