1
THE WIDECOM GROUP, INC.
DISTRIBUTOR AGREEMENT
An Agreement made and entered into on May 6, 1997 between
(1) The WideCom Group Incorporated, having its principal place of business
at 000 Xxxxxxxx Xxxx. Xxxx, Xxxxxxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0,
hereinafter referred to as "WideCom", and
(2) CADigitizing Corporation, having its principal place of business at
0000 Xxxxxxxxx Xx., Xxxx Xxxxxx, Xxxxxxx 00000, hereinafter referred to
as "CADigitizing".
Whereas
(A) WideCom has designed and produces two document scanners known as the
WideCom SLC436Color and the WideCom SLC436+
(B) CADigitizing is engaged in the international distribution of equipment
and supplies for the engineering document market
(C) CADigitizing is desirous of having a source of supply of document
scanners and WideCom is willing to supply such scanners to CADigitizing
1.0 DEFINITIONS
1.1 "Product" shall mean the WideCom SLC436Color Scanner & the WideCom
SLC436+ B & W Scanner.
1.2 "Territory" shall be exclusive for the Products and defined as the
Peoples Republic of China.
2.0 AGREEMENT
2.1 PURCHASE/SUPPLY. CADigitizing agrees to purchase from WideCom and
WideCom agrees to supply Product to CADigitizing on a continuous basis
on the terms and conditions set forth in this Agreement.
2.2 APPOINTMENT. WideCom agrees to appoint CADigitizing as the exclusive
distributor for Product in the Territory and further shall allow
CADigitizing to appoint sub-distributors and dealers for Product in the
Territory as it sees fit.
2.3 TERM. The initial term of this Agreement shall be twenty-four (24)
months and will automatically renew for subsequent twelve (12) month
periods unless either party notifies the other party in writing sixty
(60) days before the renewal date that they do not intent to renew the
Agreement.
2.4 MARKETING. CADigitizing agrees to represent, demonstrate, quote, and
sell Product in an active marketing and sales program.
2.5 PRESS RELEASE. CADigitizing and WideCom agree to issue a joint press
release, announcing this Agreement. The date for this press release is
May 2, 1997. CADigitizing and WideCom will mutually agree on the
wording of the press release prior to its issuance.
2.6 PRODUCT LAUNCH EVENT. CADigitizing and WideCom agree to jointly launch
Product in Beijing, China at an event to be organized by CADigitizing.
CADigitizing will arrange a suitable meeting location and invite
approximately two hundred key government and engineering managers to
participate in a Product seminar and capabilities demonstration.
WideCom will provide key WideCom company executives, equipment and
Customer Service Representatives to support this major launch event.
The Product launch will occur May 30, 1997.
2.7 PRODUCT LAUNCH SERVICE TRAINING. WideCom will provide service training
to CADigitizing selected personnel in Beijing, China in CADigitizing
facilities. WideCom will support two weeks of training courses for a
minimum of ten (10) CADigitizing Customer Service Representatives.
CADigitizing Customer Service Representatives will subsequently be
directed to train CADigitizing sub-distributors, dealers and customers
as required.
1
2
2.8 SERVICE, INSTALLATION & CUSTOMER TRAINING. CADigitizing will be solely
responsible for insuring proper installation, service and customer
training for the Product.
2.9 TECHNICAL SUPPORT TO DISTRIBUTOR. WideCom agrees to provide technical
support to CADigitizing for Product. WideCom support to CADigitizing
will be provided by WideCom via telephone and on-site visits to China
by WideCom personnel a minimum of three times a year. Based upon
business performance and need, as mutually determined by WideCom and
CADigitizing, WideCom will consider placing WideCom personnel on local
assignment in China to support CADigitizing.
2.10 SERVICE TRAINING. CADigitizing will be solely responsible for, and will
bear all costs of, providing technical support to their customers for
Product.
2.11 DOCUMENTATION. WideCom agrees to provide to CADigitizing one set of
WideCom customer, service, and service training documentation, in
English, covering Product, at no cost.
2.12 PURCHASE ORDERS. Purchase of Product and/or spare parts by CADigitizing
shall be made solely by the issuance of a written purchase order. Each
purchase order shall identify the specific configuration of Product
and/or spare part number, quantity ordered, mode of shipment, requested
delivery date, price, purchase order number, ship to address, and
authorized signature.
2.13
2.14 PURCHASE ORDER NON-ACCEPTANCE WideCom will provide CADigitizing written
notice if WideCom is unable to accept any CADigitizing purchase order
within five (5) workdays following WideCom's receipt of said purchase
order.
2.15 PURCHASE PRICE. The purchase price to CADigitizing with respect to each
unit of Product during the term of this Agreement is set forth in
Exhibit 2. All prices are stated in United States dollars.
2.16 PRICE CHANGES. WideCom retains the right to adjust prices set forth in
Exhibit 2 with ninety (90) days written notification to CADigitizing.
2.17 SHIPPING, DUTIES AND INSURANCE COSTS. All prices set forth Exhibit 2,
are exclusive of shipping, duties and insurance costs. All shipping,
duties and insurance costs will appear as an additional item on
WideCom's invoice and are the responsibility of CADigitizing.
2.18 TAXES. All prices set forth in Exhibit 2, are exclusive of all country,
state, and local excise, sales, value-added, use, and similar taxes.
Such taxes, when applicable, will appear as separate additional items
on WideCom's invoice and are the responsibility of CADigitizing.
2.19 DELIVERY, TITLE AND RISK OF LOSS. Product shipped to CADigitizing
pursuant to this Agreement shall be F.O.B. Noida, India. Title shall
pass to CADigitizing upon such delivery to the carrier. CADigitizing
shall assume all risk of loss following such delivery except for loss
resulting from the fault or negligence of WideCom. WideCom shall assist
CADigitizing, in a timely manner, with any claims against the carrier
for damage or loss. CADigitizing shall designate mode of shipping in
its demand order, otherwise, WideCom shall ship by best method, as it
determines.
2.20 PAYMENT. CADigitizing shall submit cash wire payment to WideCom prior
to shipment of Product and/or spare parts.
2.21 SPARE PARTS. WideCom agrees to produce and ship to CADigitizing such
quantities of spare parts required by CADigitizing to maintain all
Products pursuant to this Agreement for a period of five (5) years
after the last shipment of Product purchased under this Agreement.
2.22 TRADEMARKS AND LOGOS. WideCom trademarks and trade names under which
CADigitizing markets Products will remain the exclusive property of
WideCom. This Agreement gives CADigitizing no rights therein except
that during the term of this Agreement WideCom grants to CADigitizing a
restricted license to reproduce such WideCom trademarks and trade names
in publications and under written terms and conditions as may hereafter
be approved in writing by WideCom.
2.23 CONFIDENTIAL INFORMATION. Any confidential information exchanged
between the parties during the term of this Agreement or extension
thereof and which is designated in writing as confidential shall be
held in confidence by the receiving party for at least three years
after expiration or termination of this Agreement. THE
2
3
PARTIES UNDERSTAND AND AGREE THAT INFORMATION CONCERNING ANY OF THE
TERMS HEREOF IS CONFIDENTIAL TO EACH OF THEM AND SHALL ONLY BE
DISCLOSED TO THIRD PARTIES, IN WRITING OR ORALLY, UPON THE SPECIFIC
PRIOR WRITTEN AGREEMENT OF THE PARTIES.
3.0 WARRANTY
3.1 WARRANTY. WideCom warrants that all Product sold to CADigitizing
hereunder, all parts contained in such Product, and all spare or
replacement parts purchased by CADigitizing from WideCom therefor shall
be free from defects in workmanship and materials. THE DURATION OF THIS
PRODUCT WARRANTY SHALL BE LIMITED TO NINETY (90) DAYS AFTER EACH SUCH
UNIT OF DERIVED PRODUCT HAS BEEN DELIVERED TO CADIGITIZING'S CUSTOMER
AND IN NO EVENT SHALL THE WARRANTY CONTINUE IN EFFECT AFTER TWELVE (12)
MONTHS FROM THE DATE OF SHIPMENT OF PRODUCT FROM WIDECOM TO
CADIGITIZING.
3.2 DISTRIBUTOR WARRANTY OBLIGATIONS. CADigitizing will be responsible for
all warranty service.
3.3 REMEDY. In the event the Product (or any parts contained therein) or
spare parts or replacement parts shipped to CADigitizing are found to
be defective within the warranty period, CADigitizing shall promptly
notify WideCom of the defect and WideCom shall authorize the return of
the defective Product (or any parts contained therein) or defective
spare part to WideCom's factory for repair or replacement. The shipping
and handling charges from CADigitizing's facility for such returned
Products or parts shall be the responsibility of WideCom. CADigitizing
shall use best efforts to fully cooperate with WideCom and to follow
WideCom's instructions in resolving warranty claims. In the event that
the Product (or any parts contained therein) or spare parts or
replacement parts returned by CADigitizing are found not to be
defective, CADigitizing will be charged for all shipping costs and a
restocking charge equal to the cost paid for the item by the
CADigitizing shall be charged to CADigitizing. WIDECOM'S UNDERTAKING TO
REPLACE SUCH DEFECTIVE PRODUCTS (OR ANY PARTS CONTAINED THEREIN),
AND/OR SPARE PARTS HEREIN IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER
WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OR
MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE.
3.4 LIMITATIONS ON WARRANTY. THE WARRANTY IN SECTION 3.1 ABOVE IS IN LIEU
OF ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESSED OR IMPLIED, AND
ALL OTHER OBLIGATIONS OR LIABILITIES OF WIDECOM WITH RESPECT TO THE
PRODUCT AND ANY SPARE PARTS. OTHER THAN THE WARRANTY IN SECTION 3.1
ABOVE, WIDECOM MAKES NO OTHER WARRANTIES REGARDING QUALITY,
PERFORMANCE, DEFECTS, REPAIRS, DELIVERY AND/OR REPLACEMENT OF THE
PRODUCT AND/OR ANY SPARE PARTS. WIDECOM'S WARRANTY FOR THE PRODUCT
AND/OR ANY SPARE PARTS ALSO WILL NOT APPLY TO: DEFECTS RESULTING FROM
NEGLIGENCE OR MISUSE OF THE PRODUCTS AND/OR SPARE PARTS BY
CADIGITIZING, CADIGITIZING'S AUTHORIZED AGENT OR REPRESENTATIVE, OR
CADIGITIZING'S CUSTOMER; IMPROPER INSTALLATION OR REPAIR OF PRODUCTS
AND/OR SPARE PARTS BY CADIGITIZING, CADIGITIZING'S AUTHORIZED AGENT OR
REPRESENTATIVE, OR CADIGITIZING'S CUSTOMER; THE USE OF ANY PARTS
ACQUIRED FROM THIRD PARTIES; OR PRODUCT OR SPARE PART ALTERATION DONE
WITHOUT WIDECOM'S CONSENT.
3.5 MARKETABLE TITLE. WideCom warrants that it will pass to CADigitizing
good and marketable title to all Product or spare parts therefor
shipped to CADigitizing under this Agreement, free from any security
interest or other lien, mortgage or encumbrances.
4.0 TERMINATION
4.1 TERMINATION FOR CAUSE. Either party may terminate this Agreement upon
written notice of termination to the other party in any of the
following events: (a) the other party materially breaches this
Agreement and such breach remains uncured for sixty (60) days following
written notice of breach by the terminating party; provided, however,
that in the case of a repeat of a material breach earlier cured, the
new cure period will be thirty (30) days; or (b) a petition for relief
under any bankruptcy legislation is filed by or against the other
party,
3
4
or the other party makes an assignment for the benefit of creditors, or
a receiver is appointed for all or a substantial part of the other
party's assets, and such petition, assignment or appointment is not
dismissed or vacated within thirty (30) days.
4.2 FAILURE TO ACHIEVE PERFORMANCE GOALS. Performance goals for this
Agreement are detailed in Exhibit 1. If CADigitizing is unable to
achieve the performance goals, either party may terminate this
Agreement. Either party terminating under this provision will provide
sixty (60) days written notice to the other party.
4.3 FAILURE TO ADEQUATELY PERFORM DISTRIBUTOR'S RESPONSIBILITIES. If
CADigitizing (a) does not properly represent, demonstrate, quote, and
sell Product in an acceptable and active marketing and sales program;
or (b) does not properly install and service Product and/or provide
adequate customer training; or (c) does not perform proper warranty
service; as determined by WideCom, or (d) sells Product outside of
their Territory, WideCom may, at its sole discretion, cancel this
Agreement. WideCom will provide sixty (60) days written notice to
CADigitizing to terminate this Agreement under this provision.
4.4 SURVIVAL. The provisions of this Agreement will, to the extent
applicable, survive the expiration or any termination hereof.
5.0 GENERAL PROVISIONS
5.1 LIMITATION OF LIABILITY. WIDECOM'S LIABILITY ARISING OUT OF THE SALE,
USE OR OPERATION OF THE PRODUCT AND/OR SPARE PARTS BY CADIGITIZING OR
ANY CUSTOMER, WHETHER ON WARRANTY, CONTRACT, NEGLIGENCE OR OTHERWISE
(INCLUDING CLAIMS FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES) SHALL NOT IN
ANY EVENT EXCEED THE COST OF FURNISHING A REPLACEMENT FOR THE DEFECTIVE
PRODUCT AND/OR SPARE PART. THE FOREGOING SHALL CONSTITUTE WIDECOM'S
SOLE LIABILITY TO CADIGITIZING AND/OR CADIGITIZING'S CUSTOMERS.
5.2 RELATIONSHIP OF THE PARTIES. CADigitizing and WideCom agree that each
are independent parties and neither is authorized to make any
commitment or representation on the other's behalf.
5.3 GOVERNMENT COMPLIANCE. Each party will comply fully with all federal,
state and local laws and regulations relating to its obligations under
this Agreement.
5.4 FORCE MAJEURE. Except as otherwise provided herein, WideCom will not be
liable to CADigitizing or CADigitizing's customers for its failure to
perform any of its obligations hereunder during any period in which
such performance is delayed by circumstances beyond WideCom's
reasonable control, provided that WideCom promptly notifies
CADigitizing of the delay.
5.5 HEADINGS. Except for Article I, Definitions, the headings and titles of
the Articles of this Agreement are inserted for convenience only and do
not affect the construction or interpretation of any provision.
5.6 AMENDMENTS. Except price changes as described in section 2.16, this
Agreement may be amended only by a written agreement duly signed by
authorized representatives of both parties.
5.7 ASSIGNMENT. CADigitizing cannot assign this Agreement or any rights and
obligations thereunder to any third party without the express written
permission of WideCom.
5.8 SEVERABILITY. If any provision of this Agreement is held invalid by any
law, rule, order or regulation of any government, or by the final
determination of any state or federal court, such invalidity will not
effect the enforceability of any other provisions not held to be
invalid.
5.9 WAIVER. Any delay by WideCom to exercise any right or remedy under this
Agreement will not be construed to be a waiver of any other right or
remedy hereunder. All of WideCom's rights under this Agreement will be
cumulative and may be exercised separately or concurrently.
5.10 PUBLICITY. Neither party, WideCom or CADigitizing, will publicly
disclose any information concerning this Agreement without prior
written consent of the other party.
5.11 CONTROLLING LAW. This Agreement will be construed under and governed by
the law of the Province of Ontario, Canada.
4
5
5.12 NOTICES. Any notice that may be or is required to be given under this
Agreement will be written. Any written notices will be sent by
registered mail or certified mail, postage prepaid, return receipt
requested. All such notices will be deemed to have been given when
received, properly addressed pursuant to the addresses below:
CADIGITIZING CORPORATION THE WIDECOM GROUP, INC.
0000 Xxxxxxxxx Xx. 000 Xxxxxxxx Xxxx. Xxxx
Xxxx Xxxxxx, Xxxxxxx 00000 Xxxxxxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0
Attention: Xxxxxxx X. Xxxxx Attention: Xxxxxx Xxxx
5.13 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of
the parties as to the subject matter hereof and supersedes any and all
prior or written memoranda, understandings and agreements as to such
subject matter.
THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THIS AGREEMENT AND ITS ATTACHMENTS
AND AGREE TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS.
CADIGITIZING CORPORATION THE WIDECOM GROUP, INC.
_______________________________ /s/__________________________________
By By __________________________________
Xxxxxxx X. Xxxxx Xxxxxx Xxxx
Printed Name Printed Name
_______________________________ Executive Vice President
Title Title
_______________________________ _____________________________________
Date Date
0000 Xxxxxxxxx Xx. 000 Xxxxxxxx Xxxx. Xxxx
_______________________________ _____________________________________
Mailing Address Mailing Address
Xxxx Xxxxxx, Xxxxxxx 00000 Xxxxxxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0
_______________________________ _____________________________________
Mailing Address Mailing Address
000-000-0000 000-000-0000 000-000-0000 000-000-0000
____________________________________ ______________________________________
Phone FAX Phone FAX
5
