EXHIBIT 10.05
CONSIGNMENT AGREEMENT
January 1996
between
European Micro plc, Market Court, 00-00 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx XX00
0XX, Xxxxxxx, represented by its Managing Director Xxxx Xxxxx,
("Principal")
European Micro Computer Xxxxxx XxxX, Xxxx-Xxxxxxx-Xxxxxxx 0x, Xxxxxxxxxxxxx
Xxxxxxxxxx 00, 00000 Xxxxxxx, Xxxxxxx, represented by its Managing Director Xxxx
Xxxxx,
("Agent")
1.
SUBJECT OF THE AGREEMENT
(1) The principal shall deliver computers and computer accessories for sale on
commission.
(2) The agent shall sell the goods in its own name, but for the account of the
principal.
(3) Ownership of the goods shall not be conveyed to the agent.
(4) The agent receives no right of sole distributorship with regard to the
principal.
2.
INSURANCE, SHIPPING
(1) The principal shall insure the goods against fire, theft, and damage by
third parties.
(2) The costs of shipping the goods by the principal to the agent or by the
principal to any consumers shall be borne by the principal.
3.
OBLIGATION WITH REGARD TO INSTRUCTIONS AND PRICING
(1) The agent shall follow the instructions of the principal in the sale of
the goods.
(2) The agent shall abide by the prices designated by the principal.
(3) If the agent wishes to sell below the designated prices, then he must
obtain prior permission from the principal.
4.
PAYMENT CONDITIONS
(1) The agent may only sell goods on credit or by allowing other payment
arrangements to the extent that the principal has expressly agreed with
regard to the consumer and the amount of the credit concerned. If the agent
sells on credit contrary to the foregoing, then the agent is personally
liable to the principal.
(2) In all cases in which the agent is not paid immediately on delivery of the
goods, the agent must maintain a reservation of title in the goods with the
consumer until complete payment.
5.
NOTIFICATION OF COMPLETED TRANSACTIONS
The agent shall immediately notify the principal of any concluded transaction,
assign the claims from any concluded transaction to the principal, and shall
transfer to the principal payments received immediately after receipt of the
money, less commission as regulated in 6.
6.
COMMISSION
(1) The agent shall receive for each completed transaction a commission of:
- 4.5 per cent of the net sales price up to a yearly
turnover of up to DM 10 million
- 4.0 per cent of the net sales price for yearly turnover
above DM 10 million
(2) Except for these provisions, the agent shall not be compensated for any
other expenses.
7.
LIABILITY FOR CONSIGNED GOODS
The agent is liable for loss of and damage to the consigned goods under his
custody, unless the loss or damage is attributable to circumstances that could
not be avoided by the care of a prudent businessman.
8.
CONSUMERS' COMPENSATION CLAIMS
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(1) If a customer of the agent asserts a warranty or compensation claim, the
agent must notify the principal immediately.
(2) The principal shall indemnify the agent for any valid claims to the extent
the agent is not liable for the defects under 7.
9.
DURATION, TERMINATION
(1) The consignment relationship is valid until 31 December 1996. It
automatically renews itself for twelve months if termination with six
months' notice is given.
(2) In the event of termination, the agent has no settlement claim against the
principal.
10.
VENUE, APPLICABLE LAW
(1) Venue for all dispute arising from this agreement is Manchester.
(2) English law shall apply to this agreement exclusively.
European Micro Plc European Micro Computer
Centre GmbH
/s/ Xxxx Xxxxx
/s/ Xxxx Xxxxx
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