EXHIBIT 10.16
INTELLIGENT ELECTRONICS, INC.
COMPAQ SECOND SOURCE RESELLER AGREEMENT
THIS AGREEMENT dated the 14TH day of SEPTEMBER, 199 3 , by and between
Intelligent Reseller Network, a division of Intelligent Electronics, Inc.
(hereinafter referred to as "IE"), and the undersigned Reseller (hereinafter
referred to as "Reseller").
PURPOSE
Reseller operates a business enterprise at the location (the "Reseller
Location") and as described in this Agreement (the "Reseller Business").
Reseller wishes to purchase Compaq Products ("Products") from IE as a second
source if the Products are unavailable from Reseller's primary sources, for
resale to end-users, as described below.
The parties agree as follows:
1. PRODUCT SUPPLY AND DISTRIBUTION. IE will make available to Reseller such
Products as are made available from time to time by or through IE, subject to
other terms and conditions set forth in this Agreement. Distribution of the
Products to Reseller shall be subject to approval and authorization of Reseller
by the manufacturer or supplier of the Products, and the terms of Reseller's
purchases will be consistent with the policies of Compaq, including but not
limited to: policies regarding price protection, returns, Co-op funding, and the
availability of floor planning. Reseller may, but shall not be required to,
purchase any Products from IE or through Product supply programs made available
by IE, subject to manufacturer's or supplier's authorization.
2. PRODUCTS. As of the date of execution of this Agreement, Reseller desires the
Products offered by Seller from time to time. IE shall attempt to provide such
types or brands of Products, although Reseller acknowledges that the
availability to Reseller of such Products shall be subject to authorization from
the manufacturer of the Products, and IE's allocation of the Products. IE has
the right, in its sole discretion, to discontinue providing to Reseller one or
more of the Products for any reason.
3. IE RESELLER SERVICES - A LA CARTE. IE may, but is not obligated to, make
available from time to time certain programs and/or services believed useful or
beneficial to its Reseller customers or certain of its customers, on terms and
conditions as IE may determine. IE may, without notice to Reseller, change the
conditions or charges or fees for such services from time to time. Any such
charges and fees shall be in addition to the price for Products as described in
this Agreement.
4. PRICE AND PAYMENT TERMS.
4.1 Reseller's price for the Products shall be the prices that are maintained in
its pricing guide established and maintained for the Compaq program from time to
time. IE's prices to Reseller are subject to change without notice to Reseller.
4.2 Payment of the price for the Products by Reseller will be due in advance of
shipment of the Products. Freight and insurance will be prepaid by IE (subject
to change with 30 days notification) within the continental United States unless
such orders are placed with special instructions, including, without limitation,
rush orders, overnight delivery or designated shippers or involve nonstandard
routing or handling.
4.3 Resellers payments shall be made in cash or other immediately available
funds or a credit line from a financial institution approved by IE.
5. NO USE OF IE'S NAMES, MARKS . Reseller shall not use any name, trademark,
logo or slogan ("Marks") now or hereafter owned by IE or its affiliated or
related companies (collectively "IE") except as otherwise authorized in writing
by IE.
6. REPRESENTATIONS AND WARRANTIES.
6.1 Reseller represents to IE that it has full power and authority to enter into
this Agreement, that neither the execution of this Agreement nor any of the
terms of this agreement in any way violates or interferes with the terms of any
other contractual arrangements or agreements to which Reseller may be a party
and that it has received any and all requisite consents, if any, to entering
into this Agreement.
6.2 Reseller acknowledges that it is not guaranteed any exclusive or protected
territory under this Agreement or otherwise and IE is free to distribute
Products to any third party in any geographical area in its sole discretion.
6.3 Reseller agrees to hold IE harmless from any claim, demand, action or
liability of any kind arising from Reseller's misrepresentation or default in
any of the representations and warranties made in this Article 6 or from any
other breach of this Agreement.
7. NO IE FRANCHISES OFFERED. Reseller is not an agent,
employee or franchisee of IE. There is no agency, partnership,
franchise or joint venture relationship between IE and Reseller under
this agreement or by any course of dealing between them.
8. TERMINATIONS. Either party may terminate this Agreement
at any time, with or without cause, upon thirty (30) days' notice to the
other party, unless modified in an Exhibit to this Agreement.
9. GENERAL PROVISIONS.
9.1 No amendment, change or variance from this Agreement shall be binding on
either party unless mutually agreed to by the parties and executed by them or
their authorized officers or agents in writing.
9.2 This Agreement may not be assigned or transferred by
Reseller. This Agreement is fully assignable by IE and shall inure to
the benefit of IE's successors and assignees.
9.3 The validity and construction of this Agreement shall be governed by the
laws of the State of Colorado. Venue and jurisdiction for any action taken under
this Agreement will be the state or federal courts located in Denver, Colorado.
9.4 If any provision of this Agreement is held invalid by any tribunal in a
final decision from which no appeal is or can be taken, such provision shall be
deemed modified to eliminate the invalid element and, as so modified, such
provision shall be deemed a part of this Agreement as though originally
included. The remaining provisions of this Agreement shall not be affected by
such modification.
9.5 All notices required to be given under this Agreement shall be given in
writing, by certified mail, return receipt requested, at the following address:
IE: Intelligent Electronics Reseller Network
Business Development Department
0000 X. Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
Reseller: TECHNICOMP INC.
DBA ALLSTAR VALCOM
14202 XXXXXX
XXXXXX, XX 00000
or at such other addresses as either party may designate from time to time, and
shall be effectively given when deposited in the United States mail, postage
prepaid.
9.6 RESELLER BUSINESS DESCRIPTION.
LOCATION:
00000 XXXXXX
XXXXXX, XX 00000
RESELLER BUSINESS
Storefront
Office
Retail
VAR X
Systems Integrator
Sales Tax Number 1-76-0062751-1
Reseller is (check one):
_____ Sole Proprietorship
_____ Partnership
__X__ Corporation
* PLEASE ATTACH A COPY OF YOUR RESALE TAX EXEMPTION CERTIFICATE TO THIS
AGREEMENT.
If Partnership, give state of formation, name and address of such partner and
percentage owned, and whether active in management:
If Corporation give state and date of incorporation, the names and addresses of
such officer, director and shareholder, and indicate the percentage share
ownership of each:
INC. DATE 4/28/83
XXX XXXX, SOLE OWNER, 100%
0000 XXXXXXXXX XXXXXXX, XXXXXXX, XX 00000
9.7 This Agreement constitutes the entire agreement of IE and Reseller and
supersedes all prior negotiations, agreements, representations and warranties,
whether written or oral.
9.8 This Agreement may be executed in any number of copies, all of which taken
together will constitute one Agreement, and any party to this Agreement may
execute this Agreement by signing one or more copies of the Agreement. Reseller
and IE agree that, as a course of their business relations, a copy of this
Agreement that has been executed by Reseller and IE that is transmitted by
facsimile will be the original, binding Agreement between them and that their
signatures on the facsimile transmitted will bind them to the Agreement. This
Agreement may be amended by the mutual written agreement of Reseller and IE that
may also be transmitted by facsimile by Reseller and IE.
AGREED:
Reseller: (if an individual)
________________________________
Individually
Or: (if corporation or partnership)
ALLSTAR VALCOM
Company name
By: XXX XXXXX
Its: OPERATION MANAGER DALLAS
INTELLIGENT RESELLER NETWORK,
a division of INTELLIGENT ELECTRONICS, INC.
By: SIGNATURE ILLEGIBLE
Its: ___________________________
Effective
date: 9/14/93
Intelligent Electronics, Inc.
Compaq Second Source Reseller Agreement Page 2
