1
EXHIBIT 10.4
Dealer/Distribution Agreement Between The Registrant
And Automation Associates, Inc. Dated May 21, 1985
THERMWOOD CORPORATION
AUTHORIZED DEALER AGREEMENT
MACHINING PRODUCTS DIVISION
This agreement entered into by and between Thermwood Corporation, and Indiana
Corporation, and the undersigned, hereinafter referred to as the Dealer.
WITNESSETH THAT:
WHEREAS, Thermwood is engaged in the design, development, engineering,
manufacturing and marketing of certain machinery products, hereinafter referred
to as Thermwood Products; and
WHEREAS, Dealer is engaged in the sale of certain industrial equipment to
certain end use purchasers, hereinafter referred to as the Dealer's Customers;
and
WHEREAS, Thermwood and Dealer are desirous of entering into an agreement whereby
Dealer would sell Thermwood Products and Technical Services, as herein defined
to Dealer's Customers, under the following terms and conditions.
NOW THEREFORE, in consideration of the premises and the mutual covenants herein
contained, the parties hereto agree to as follows:
1. Dealer shall be responsible for the promotion and consummation of the sale,
to Dealer's Customers, of the products offered by the Machining Products
Division and Technical Services Division of Thermwood at prices and terms
specified in the Authorized Dealer Manual.
2. Dealer shall complete and forward to Thermwood a Customer Designation
Certificate, a copy of which is attached hereto and made a part hereof.
3. Dealer shall provide to Thermwood documentation as specified in the
authorized Dealer Manual as a legal purchase order from the Dealer's Customer to
Thermwood.
4. In the event the efforts exerted by Dealer pursuant to the
2
provisions of Paragraphs 1,2 and 3 hereof results in the sale of Thermwood
Products to one or more of the Dealer's Customers, Thermwood shall pay to Dealer
the commission amount as stated within the Authorized Dealer Manual.
5. The payment of commissions pursuant to paragraph 4 above shall be conditioned
on the following:
a) A Customer Designation Certificate has been forwarded to Thermwood
registering Dealer's Customer and such Customer Designation Certificate
has been accepted by Thermwood according to the procedures detailed in the
Authorized Dealer Manual.
b) Such Customer Designation Certificate shall be in full force and effect at
the time the order from Dealer's Customer is received by Thermwood.
c) Dealer's Customer has paid to Thermwood the full amounts of Thermwood
invoices covering the products and services sold.
6. The Dealer is not an agent or representative of Thermwood and the Dealer may
not bind Thermwood with respect to any third party in any manner whatsoever.
7. Thermwood shall supply Dealer with an Authorized Dealer Manual, which
contains information concerning policies, procedures, products, prices,
commission rates and payment schedules, terms, warranties and other business
related matters. Dealer agrees to operate within the dictates of the Authorized
Dealer Manual. Thermwood retains the right to change or modify the Authorized
Dealer Manual upon written notice from Thermwood to Dealer of said changes.
8. This agreement shall continue in full force and effect for a period of one
year and shall be renewed automatically thereafter for successive individual
periods of one year at which time either party hereto may terminate this
agreement by giving at least 90 days written notice of termination. This
agreement shall be governed by the laws of the State of Indiana.
9. The effective date of this agreement is May 21, 1985.
IN WITNESS WHEREOF, the Dealer has caused his hand and seal to be affixed
hereunto or has caused this agreement to be signed by its proper officer or
director hereunto duly authorized, and Thermwood has caused this agreement to be
signed by its proper officer or director hereunto duly authorized.
3
Dealer Name: Automation Associates
Dealer Signature: /s/ Xxxxx Xxxxxxxx
THERMWOOD CORPORATION
By: /s/ Xxxxx Xxxxxxxxxxx
