EXHIBIT 10.14
Memorandum of understanding and agreement between Shanghai P & E Import
and Export Co., Ltd. (SP&E) and Xxxxxxxx Industries, Inc. (SPZN)
1. Territory SP&E appoints SPZN its exclusive agent in
A. The United States and its territories and possessions
B. Canada
C. Mexico
D. Central America including
1. Panama 2. Costarica 3. Honduras
4. Guatemala 5. El Salvador 6. Belize
E. The Caribbean Basin
2. Products, SP&E appoints SPZN to be its exclusive agent in the Territory
listed in #1 above for the following products:
A. Ring Spinning Frames produced by Shanghai Erfangji Co., Ltd. (SEC),
all models
X. XXX Spinning Machines produced by SEC
C. Attachments for Lycra yarn produced by SEC.
D. CTM weaving machines
E. Other products sold by SP&E which SPZN feels can be sold in its
Territory.
3. Term: This agreement will stay in effect from March 01, 2000 until
February 28, 2002. The agreement will automatically renew for one more
year unless either party gives written notice that it wants to
terminate the agreement at least 6 months before the expiration date of
the contract.
4. Not to compete: SPZN shall not represent on distribute any products
which are in competition with these products. SP&E shall not directly
or indirectly allow any other party to sell within territory during the
term of the contract.
5. Sales organization, Advertising and Exhibitions.
SPZN will provide an adequate organization for sales and after-sales
service with all necessary means and personnel in order to ensure the
fulfillment of its obligations throughout the territory under this
agreement. SPZN will be responsible for promotion and sale as well as
advertising SP&E equipment within the territory. SPZN's cost of
participation in such exhibition shall be divided between SP&E and SPZN
as agreed each time.
6. Assignment: Neither SPZN nor SP&E may assign its rights or obligations
under this agreement without the prior written consent of the other party.
7. SP&E's responsibilities
A. SP&E will supply equipment that meets the technical and safety
standards of the territory.
B. SP&E will have available English speaking people in your technical,
commercial and parts department to communicate with SPZN.
C. SP&E will defend and hold SPZN harmless against claims of patent
infringements by SP&E's equipment in the territory.
D. SP&E will fax spin plans and pamphlet quickly requested by SPZN.
8. Unfinished Business
Orders transmitted by SPZN from customers in the territory before the
expiring or termination of this agreement which result in a contract of
sale not more than 6 months after such expiration, shall entitle SPZN
to a commission of its full amount.
9. Warrantees
Failure of the products to perform as stated in SP&E's literature is
solely SP&E's responsibility.
10. Commissions and sales quotations.
SPZN will quote all customers within the territory after receiving from
SP&E its quotation. SP&E's quotation will include:
A. Cost of equipment to be supplied.
B. CIF port of entry.
C. Cost of erection and installation of products.
D. Cost of start up of products and initial training.
E. SPZN commission to be determined by SPZN.
11. Erection, Installation and Start up.
SP&E will be responsible for payment of all expenses related to
erection, installation and start up of the products including
transportation, salary and living expenses including hotel lodging and
food.
12. Payment and terms.
SPZN will open an irrevocable letter of credit payable at sight against
on board xxxx of lading. If SPZN opens L/C with terms of payment longer
than "at sight against on board xxxx of lading", SPZN will pay bank
charges for SP&E to discount the L/C.
13. Entire Agreement. This is the entire agreement between SP&E and SPZN.
Any amendment to this agreement must be in writing and signed by both
parties.
Accepted by:
Shanghai P & E Import and Export Co., Ltd. Xxxxxxxx Industries, Inc.
Its /s/ Shi Xxxx Xxx Its /s/ Xxxxxx X. Xxxxxxxx, President
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Date: 2-24-2000 Date: February 24, 2000
