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XXXXXXX & XXXXXXX 61 2 4384881 No. 0327 P. 2/14
[LOGO] XXXXXXX & XXXXXXX
Exhibit 10.7
INTERNATIONAL SALES REPRESENTATIVE AND
DISTRIBUTION AGREEMENT
AGREEMENT effective January 1, 1991 by and between Xxxxxxx & Xxxxxxx Pacific
Pty Ltd a New South Wales, Australia incorporated company with offices at 00-00
Xxxxxxx Xxxx, Xxxxxxxx, 0000 (hereinafter called W&T) and Eurotherm (Far East)
Ltd, 00/X Xxx Xxxxx Xxxx Xxxx Centre, 00 Xxxx Xxxx Xxxx Xxxx, Xxxx Xxxx
(hereinafter called "REPRESENTATIVE").
1. Appointment Subject to the terms and conditions of this Agreement, W&T
hereby appoints REPRESENTATIVE as its exclusive representative and
distributor for the Products identified below, within the Territory
defined below, and REPRESENTATIVE accepts such appointment. Exclusive
REPRESENTATIVE is able to select proper equipment, prepare its own
proposals and offer servicing and after-sale support to customers.
2. Products The Products subject to this Agreement, are those included in
Appendix "C" attached hereto and made a part hereof ("Products"). W&T
has the exclusive right to add or delete items to or from Appendix "C"
from time to time at its sole discretion.
3. Territory for Representation of Products The geographic area of
primary responsibility (hereinafter referred to at "Territory") is set
forth in Appendix "B" attached hereto and made part hereof.
W&T makes no representation that other distributors or representatives
appointed by W&T, or W&T itself, will not sell Products within the
Territory. In determining whether to continue REPRESENTATIVE's
appointment in effect, W&T will consider only the extent to which
REPRESENTATIVE has adequately served the needs of existing and potential
Municipal and Industrial Water & Wastewater customers for Products in
the Territory.
4. Prices
4.01 With respect to transactions in which REPRESENTATIVE acts as a
distributor (taking title to the Products for resale), the
Prices to be paid by REPRESENTATIVE for the Products shall be
W&T's list prices, F.O.B. Country of Supply, standard commercial
(domestic) packing, with discounts as specified in the attached
Appendix "C". Any of said list prices may be changed from time
to time by W&T without prior written notice to REPRESENTATIVE.
In such cases however, W&T may accept, for a period of thirty
(30) days following the effective date of the price increase,
previous pricing, providing that REPRESENTATIVE can produce
documentation, as W&T may reasonably require, to substantiate
the said order resulted from a bona
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fide quotation, tendered by REPRESENTATIVE, prior to the price increase
effective date. REPRESENTATIVE shall make payments for the Products in
accordance with the following: an irrevocable letter of credit in favour
of Xxxxxxx & Xxxxxxx Pacific Pty Ltd, confirmed by the Australian
correspondent of the opener's bank, payable at sight for 100% invoice
value versus shipping documents with all charges for the account of
buyer (or REPRESENTATIVE). Other mutually agreeable payment terms may be
negotiated from time to time with REPRESENTATIVE. Freight costs; taxes,
if any; and import or export duties or similar charges; insurance; and
any other fees will be the responsibility of an for the account of buyer
(or REPRESENTATIVE).
4.02 For transactions in which REPRESENTATIVE acts as a REPRESENTATIVE only
(REPRESENTATIVE solicits orders only, without taking title to the
Products), REPRESENTATIVE will quote W&T's exact figures for Products
without additions unless to cover some definite service REPRESENTATIVE
is to perform, and pricing on products not of W&T's manufacture but
which may be convenient to supply. Prices quoted to REPRESENTATIVE will
be in the net amount. Copies of prepared proposals by REPRESENTATIVE
are to be sent to W&T for review. REPRESENTATIVE shall be entitled to
a commission on the sale of Products as specified in Appendix "C"
under the following limitations:
a. No commission will be paid on orders place with W&T by
government in W&T manufacturing areas, unless REPRESENTATIVE has
been identified with the initiating sales promotional work in
which case one-half the commission rate shown under Appendix
"C" will apply.
b. No commission will be paid on orders placed with W&T by firms
carrying the classification OEM (other equipment manufacturer)
and to whom W&T has been obliged to extend a discount, unless
REPRESENTATIVE has been previously identified with initiating
sales promotional work. In which case, one-half the commission
rate shown under Appendix "C" will apply.
c. Commissions at rates specified under Appendix "C", will be paid
on Product sales invoiced by W&T to customers in the Territory
except that any discounts W&T is required to allow, shall be
deducted from the commission otherwise payable to
REPRESENTATIVE.
d. No commission shall be payable on contracts placed directly with
W&T by engineering and business houses, companies, contractors,
and the like, with head or procurement offices outside the
Territory, unless REPRESENTATIVE has been identified with the
initiating sales promotional work. In which case, one-half the
commission rate shown under Appendix "C"
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will apply.
e. No commission will be paid to REPRESENTATIVE on parts orders
received directly from customers which has a total net value of
A$250.00 or less.
f. Commissions due hereunder shall be paid in Australian
dollars within thirty (30) days after W&T has received full
payment for the products upon which the commission is based. If
W&T shall be required to refund any amount upon which a
commission has previously been paid to REPRESENTATIVE, the
amount of the commission attributable to the refunded amount
shall, at the option of W&T, be returned to W&T upon demand or
offset against any and all commissions due REPRESENTATIVE.
5. Duties of REPRESENTATIVE
5.01 REPRESENTATIVE will use its best efforts to develop and maintain the
market for the Products in the Territory and will maintain a sales
force with a satisfactory level of understanding and competence in
the operation, use, and application of the Products; and will
refrain from representing (as distributor, sales representative, or
otherwise) any manufacturer, importer, or distributor of any
products similar to or competitive with the Products. REPRESENTATIVE
is also responsible for promoting and developing business for new
construction, plant expansion and modernisation projects.
5.02 REPRESENTATIVE will be responsible to cover and develop engineering
consultant accounts for the expressed purpose of promoting the sale
of W&T Water and Wastewater Equipment within engineering
specifications of request for bid. REPRESENTATIVE should maintain
available stock within the Territory and at all times carry in
inventory a sufficient quantity and assortment of Products to enable
it to meet the requirements of customers in the Territory.
5.03 REPRESENTATIVE will keep W&T advised of material developments in the
market for the Products in the Territory. It will promptly forward
to W&T all information which it may hereafter receive concerning (A)
any claim or lawsuit involving alleged infringement by the Products
of any patents of any third party and (B) any known or suspected
infringement of any W&T patents by the products of any third party.
5.04 REPRESENTATIVE will be responsible, at its expense, for handling and
processing warranty claims by REPRESENTATIVE's customers (and
customers of the latter) relating to the Products, and for any
customer service relating to the products within the Territory.
W&T's Product Guarantee and Warranty is set forth in the Instruction
Book that accompanies each Product. REPRESENTATIVE agrees not to
offer its customers (or customers of the latter) any warranty or
guarantee that
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would impose upon W&T greater obligations than those imposed by
W&T's Product Guarantee and Warranty. REPRESENTATIVE is not
authorised to make representations or warranties for or on
behalf of W&T, and has not authority to bind W&T in any way.
The discounts granted pursuant to the Agreement and the
commissions payable have been set with a view to all these
requirements. Accordingly, REPRESENTATIVE agrees to indemnify and
hold W&T harmless from and against any loss, damage, cost or
expense arising out of customer service or warranty claims
against W&T by REPRESENTATIVE, its customers, or customers of
the latter that exceed the scope of W&T's Product Guarantee and
Warranty, except where liability to third parties is
demonstrated to be solely caused by fault of W&T.
5.05 REPRESENTATIVE will not export Products in contravention of any
applicable laws or regulations of the United States, including
without limitation, the Trading with the Enemy Act and the
United States Export Regulations.
5.06 When requested, REPRESENTATIVE will supply a forecast of
anticipated sales volume for the Territory in such form as W&T
may specify. Following consultation with REPRESENTATIVE, W&T
will establish an annual sales volume target for
REPRESENTATIVE's Territory. Any substantial failure by
REPRESENTATIVE to meet such a sales volume target shall be
cause for termination of the Agreement pursuant to Paragraph 14
hereof, or may result in non-renewal of the Agreement upon
expiration of its initial term or any renewal during which the
target was not met.
6. Duties of W&T. W&T shall assist REPRESENTATIVE in developing sales,
formulating quotations, and supplying technical literature that may be
required for projects under consideration. Requests for prices and
literature which W&T receives from prospective customers in the Territory
will be referred to REPRESENTATIVE.
7. Shipment from W&T. When requested by REPRESENTATIVE, W&T will ship Products
directly to REPRESENTATIVE's customer as long as the requirements of the
attached Appendix "C" are met.
8. Terms and Conditions of Sale. The terms and conditions of each sale by W&T
to REPRESENTATIVE will be governed by W&T's standard terms and conditions of
sale, as the same may be modified by W&T from time to time hereafter. The
terms and conditions of sale with respect to transactions in which REP acts
solely as a sales representative, shall be within the exclusive discretion of
W&T, and REP has no power of authority to bind W&T in any respect,
REPRESENTATIVE's sole authority, with respect to such transactions, being to
solicit orders for W&T to accept or reject. The terms and conditions of sale
effective as of the date of this Agreement are as shown on Appendix "D"
attached hereto and made part hereof. W&T makes no warranties, expressed or
implied, except as set forth in such standard terms
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and conditions of sale and in the Agreement. No claims of any
kind shall be greater in amount than the purchase price of the
Products in respect of which such claims are made.
9. Catalogues W&T will furnish free of charge reasonable
quantities of any bulletins, catalogues and other printed
advertising matter which it publishes concerning the Products.
10. Incidental Expenses Each part will bear its own expenses
(including without limitation training of personnel, postage,
cablegrams, travel and lodging) inc connection with the business
herein contemplated.
11. Independent Contractor REPRESENTATIVE shall be an independent
contractor and nothing contained herein shall create the
relationship of joint venture, principal and agent, or master
and servant between W&T and REPRESENTATIVE. Neither
REPRESENTATIVE nor any of its employees shall be or represent
themselves as authorized to bind W&T in any manner whatsoever.
REPRESENTATIVE will conduct its business in accordance with all
applicable laws, ordinances, rules and regulations of any
applicable government authority. REPRESENTATIVE shall pay and
discharge at its own cost and expense any and all expenses,
charges, fees and taxes that may be levied or imposed upon by or
by reason of the carrying on of the business of the
REPRESENTATIVE as contemplated herein.
12. Assignment This Agreement may not be assigned by REPRESENTATIVE
without the prior written consent of W&T. This Agreement may not
be assigned by W&T without prior written consent of
REPRESENTATIVE except to any successor of substantially all
the assets and business of W&T related to the Products, or to an
affiliate of W&T.
13. Confidentiality REPRESENTATIVE recognizes W&T's proprietary
interest in and title to all confidential information comprising
data, drawings, designs, trade secrets, know-how, processes or
information ("Confidential Information") which W&T may furnish
to REPRESENTATIVE pursuant to this Agreement. During the term of
this Agreement and after termination, REPRESENTATIVE shall keep
such data strictly confidential and shall so instruct its
employees, agents and representatives, and shall use
Confidential Information solely for the purposes of this
Agreement. REPRESENTATIVE and its employees, agents and
representatives will not communicate Confidential Information to
others except to the extent necessary for the proper sale of the
Products. Specifically excluded from this restriction is
material which:
(a) can be demonstrated to have been in the public domain
prior to the date hereof;
(b) becomes a part of the public domain by public use,
publication or otherwise not due to any unauthorized
act or omission on the part of REPRESENTATIVE; or
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(c) is disclosed pursuant to governmental or judicial order.
14. Termination
14.01 Either party may terminate this Agreement immediately by giving
written notice at any time if:
(a) Payments are not made when due hereunder; or
(b) either party becomes party to bankruptcy or insolvency
proceedings, or to proceedings involving a composition
amount creditors, or makes an assignment for the benefit
of creditors; or
(c) Either part fails to cure a default (other than failure
to pay hereunder) within thirty (30) days after receipt
of written notice thereof;
In addition:
(d) W&T may terminate this Agreement immediately by giving
written notice if control of all of substantially all of
the assets of REPRESENTATIVE is or are transferred
(directly or indirectly) to a competitor of W&T or a
competitor of an affiliate of W&T; and
(e) W&T may terminate this Agreement upon thirty (30) days
prior written notice following any annual period with
respect to which REPRESENTATIVE has failed to meet a
sales volume target established pursuant to Paragraph
5.06 hereof.
If this Agreement is not terminated pursuant to any of the prior
provisions of this Paragraph, it will remain in effect for an
initial term of one year following the effective date set forth
in the opening Paragraph, and shall thereafter continue in
effect for successive renewal terms of one year each unless
either party gives written notice of non-renewal at least thirty
(30) days prior to the end of the initial term or any subsequent
renewal term.
14.02 Within thirty (30) days after termination or non-renewal of this
Agreement for any reason, W&T may, at its sole option,
repurchase from REPRESENTATIVE any part or all of
REPRESENTATIVE's inventory of the Products then in its
possession at REPRESENTATIVE's net cost for the Products. Any
inventory not so repurchased by W&T may be sold by
REPRESENTATIVE after this agreement has terminated.
14.03 Termination of this Agreement shall not affect the right of
either party to collect any sum which may be due it hereunder at
the time of
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such termination, nor shall it affect the obligations of
REPRESENTATIVE set forth in Paragraph 5.04 or 13.
14.04 Upon termination hereof, REPRESENTATIVE shall immediately cease
holding itself out to be an authorised REPRESENTATIVE of W&T
and shall remove all signs, posters, or the like bearing any
name or xxxx belonging to W&T. REPRESENTATIVE shall also
immediately return to W&T all price books, part books, sales
and service manuals, and other documents furnished to
REPRESENTATIVE by W&T during the term of this Agreement.
15. FORCE MAJEURE No liability shall result from delay in performance or
non-performance in whole or in part if performance as agreed has been
made impracticable by compliance in good faith with any applicable
foreign or domestic governmental regulation or order whether or not it
later proves to be invalid, or by the occurrence of a contingency the
non-occurrence of which was a basic assumption of which this contract
was made, including, but not limited to, acts of God, fire, flood,
accident, riot, war, sabotage, strike, labour trouble or shortages,
embargo, or W&T's inability to obtain at prices and on terms deemed by
it to be practicable any required raw material, energy source,
equipment, labour, or transportation. If any such circumstances affects
only a part of W&T's capacity to perform, W&T shall have the right to
allocate production and deliveries among all of its customers and its
own requirements in a fair and reasonable manner. Quantities affected by
this paragraph may, at the option of either party, be eliminated from
the contract without liability, but the contract shall remain otherwise
unaffected.
16. PRIOR AGREEMENT: MODIFICATIONS This Agreement cancels and
supersedes all prior agreements between the parties or their
subsidiaries or affiliates relating to the sale or distribution of the
Products herein referred to. This is the entire contract between the
parties relating to the subject matter hereof. All modifications of the
contract must be in writing and signed by both parties, except to the
extent otherwise provided for herein.
17. NO WAIVER The failure of either party at any time to require
performance by the other of any provision of this Agreement shall in no
way affect the full right to require such performance at any time
thereafter. Nor shall the waiver by either party of a breach of any
provision hereof be construed as a waiver of any succeeding breach of
that provision or of the provision itself.
18. NOTICES, GOVERNING LAW This Agreement shall be governed and
construed by the laws of the State of New South Wales, Australia. All
notices shall be in writing and shall be deemed given on the fifth day
after they are sent, postpaid registered air mail to the respective
addresses as set out above (or to such other address as either party may
by notice provide); If to W&T, Xxxxxxx & Xxxxxxx Pacific Pty Ltd, 00-00
Xxxxxxx Xxxx, Xxxxxxxx, XXX, 0000. Attention: Sales Director.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed effective the date first above written. This Agreement has been
executed in two counterparts, one for each party. Each counterpart shall be
deemed an original. This Agreement shall not be binding unless and until
countersigned by W&T Pacific at Artarmon, New South Wales.
Xxxxxxx & Xxxxxxx Pacific Pty Ltd REPRESENTATIVE
Signature: /s/ Xxxxxxx X. Lofts Signature: /s/ X. X. Xxxx
---------------------------- ------------------------
Name: XXXXXXX X. LOFTS Name: X. X. XXXX
Title: SALES DIRECTOR Title: mn
Date: 20/12/90 Date: 24/12/90
Countersigned at Artarmon, New South Wales
Signature: /s/ Xxxxxxx X. Lofts
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Name: XXXXXXX X. LOFTS
Title: Sales Director
Date: 14/1/91
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APPENDIX B
AREA OF PRIMARY RESPONSIBILITY
Pursuant to Paragraph 3 of the attached International Sales Agency and
Distributor Agreement, the following area of primary responsibility is hereby
assigned for the sale of Products by REPRESENTATIVE:
HONG KONG
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INTERNATIONAL SALES REPRESENTATIVE AND
DISTRIBUTION AGREEMENT
APPENDIX C
DISCOUNTS OR COMMISSIONS
I. DISCOUNTS OR COMMISSIONS
The discounts/commissions stated herein are applicable to the list price
of the Equipment and Accessories listed below. "List Prices" are
understood to be the prices in the most current price list published by
Xxxxxxx & Xxxxxxx Pacific Pty Ltd for each respective Equipment, Accessory
or Parts item.
II. DEFINITIONS OF STANDARD EQUIPMENT DISCOUNT OR
COMMISSION
1. W&T equipment and accessories for feeding, 20%
indicating, recording or controlling chlorine
gas, ammonia, sulphur dioxide, carbon dioxide
or chlorine dioxide in the treatment of water
or waste water.
EXCLUDED from this definition are the following:
Series 50-200 Evaporator and associated W&T 15%
accessories.
Automatic V500 arrangement consisting of control 30%
unit, vacuum regulator and injector.
EXCLUDED also from this definition are the
Distributor products listed in Table A.
2. 32-050 and 32-055 Volumetric Feeders & associated 20%
W&T accessories.
3. 32-300 Industries Volumetric Feeders. 0%
4. Gravimetric Feeders, Belt Volumetric Feeders, and 20%
associated W&T accessories.
5. 35-100 and 35-150 Solution Tank Systems (excluding 15%
Feeders), 85-800 Housed Chlorination Systems,
35-300 Polyelectrolyte Feeding Systems (excluding
Pumps), and associated W&T accessories.
6. Lime Slaking systems and associated W&T 20%
accessories.
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7. Metering Pumps and associated accessories.
A. 43 Series CHEMTUBE, ENVIROTUBE, and P/D 15%
Hydraulically Actuated Diaphragm Pumps and
associated W&T accessories.
B. 44 Series Diaphragm Pumps, Tank Feed Systems, See Table A
4-way valves and associated W&T accessories.
C. 48-100 Polymer Blending Systems. (Maxi-Yield)/ 25%
scaler board.
Excluded from this definition are the Distributor
products listed in Table A.
8. Varea-Meters and associated W&T accessories. 20%
9. Precision Pressure Instruments and associated 15%
W&T accessories.
10. 65-120 and 65-165 Portable Calibrators. 20%
11. Preventive Maintenance Kits. See Table A
12. Parts for all W&T Equipment. 15%
13. Equipment & Accessories Not of our Manufacture. 0%
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TABLE A
III. DISTRIBUTOR EQUIPMENT
The following Distributor equipment discount/commission schedule is
dependent on per order quantity. The schedule is further based on only
one (1) declared shipping destination per order. Orders specifying
partial shipments or more than one (1) shipping destination will be
discounted on the basis of units per shipment, not total order quantity.
EQUIPMENT DESCRIPTION QUANTITY PER ORDER
--------------------- ------------------
---------------------------------------------------------------------------
CHLORINATION EQUIPMENT 1-4 5-9 10-19 20 & OVER
---------------------------------------------------------------------------
V100A, A2 or D Control Units* 20% 40% 45% 50%
---------------------------------------------------------------------------
200B, C or 500B, C Regulating Xxxxx* 20% 40% 45% 50%
---------------------------------------------------------------------------
V100, V75 Auto Control Retrofit Pkgs. 20% 20% 20% 20%
---------------------------------------------------------------------------
X00XX0, XX0, VASP Control Units* 20% 40% 45% 50%
---------------------------------------------------------------------------
50-345, 50-350 Scales* 20% 30% 35% 40%
---------------------------------------------------------------------------
20-057A Control Unit 20% 25% 30% 32%
---------------------------------------------------------------------------
20-057B, C Regulating Valves* 20% 25% 30% 32%
---------------------------------------------------------------------------
50-125A, B C or 50-135 C12 Detectors* 20% 25% 30% 32%
---------------------------------------------------------------------------
50-165 or 50-175 GPR Valves* 20% 25% 30% 32%
---------------------------------------------------------------------------
50-280 Test Kit 20% 25% 30% 32%
---------------------------------------------------------------------------
Xxxxxxx 0XX Basic Electronic Package 20% 25% 25% 25%
---------------------------------------------------------------------------
Xxxxxxx 0XX Xxxxxxxxxxx Xxx. 20% 25% 25% 25%
---------------------------------------------------------------------------
(Chlorine, pH or Fluoride)*
---------------------------------------------------------------------------
* Mixed or same arrangement.
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TABLE A (continued)
EQUIPMENT DESCRIPTION QUANTITY PER ORDER
------------------------------------------------------------------------------
METERING PUMP EQUIPMENT 1-4 5-9 10-19 20 & OVER
------------------------------------------------------------------------------
44 Pumps* 20% 25% 30% 30%
44 Pump Tank Feed Systems 20% 25% 30% 30%
Multi-function 4-way Valve 20% 40% 45% 45%
45 Pumps* 20% 40% 45% 50%
45 Series Converter/Scaler Board 35% 40% 45% 50%
94 Pumps* 20% 40% 45% 50%
45 or 94 Pump Tank Feed System 20% 25% 30% 30%
Stands, or Control Centre*
30 Gal. Tank w/wo cover*** 20% 25% 30% 30%
50 Gal. Tank w/wo cover*** 20% 25% 30% 30%
Liquid Level Switch for Pump 20% 25% 30% 30%
Handle or Tank Cover Mtg.
Mixer 1/20HP 20% 25% 30% 30%
Tank Cover ONLY, Chemical Dissolving 20% 25% 30% 30%
Bag, Dust Cover or Acid Drum*
47-050 Saturators 20% 25% 30% 30%
Assorted W&T accessories when purchased 20%
with associated equipment for above+++
Preventive Maintenance Kits* 20% 25% 30% 30%
-------------------------------------------------------------------------------
* Mixed or same arrangement.
*** Discounts for tanks are based on shipping the tanks nested. If tanks are to
be shipped in individual cartons, they will be discounted as individual
shipments. Unless otherwise specified, tanks will be shipped nested in
packages of up to five to reduce shipping charges. Even when nested, the
volume-to-weight ratio is high and freight charges for five tanks nested
should be figured by multiplying class rates by 1.5 (30 gal) or 2.5 (50
gas). For individual tanks multiply first class rates by 3.0. For covers,
multiply first class by 1.5.
+++ W&T accessories purchased separately (apart from equipment) are considered
"PARTS" for discount purposes, and must be priced from Parts Price Book.
Orders are accepted on the basis that they will be immediately scheduled for
shipment on standard shipping schedules.
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XXXXXXX & XXXXXXX PACIFIC PTY. LTD. 00-00 Xxxxxxx Xxxx, Xxxxxxxx XXX 0000
ACN 000.130.414 Australia Tel: (00)0000000 Fax:(00)0000000
FACSIMILE TRANSMISSION
W & T REF NO. 1074
----
SENT TO: W.S.D. & G.S.D. HONG KONG
COPY TO: EUROTECH
FROM: VOLUN PIROM
DATE: 6 APRIL, 1995
SUBJECT: EUROTECH (FAR EAST) LTD NUMBER OF PAGES (TO FOLLOW) 0
--
_________________________________
Dear Sir,
Eurotech (Far East) Ltd is the local agent in Hong Kong for Xxxxxxx & Xxxxxxx.
We strongly recommend that all your inquiries and orders be directed through to
Eurotech who has our complete support especially in technical matters.
Yours faithfully,
/s/ Volun Pirom
----------------------------
Volun Pirom
For and on behalf of Xxxxxxx & Xxxxxxx Pacific Pty Ltd
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