EXHIBIT 10.7
DISTRIBUTION AGREEMENT
This Distribution Agreement is made as of the 6th day of APRIL 1994
between Robotel Electronique, 0000 Xxxxxxxxxx Xxxx., Xxxxxxxx
Xxxxxx, Xxxxxx, X0x 0X0, the "COMPANY" and LAB TECHNOLOGIES INC.,
the "DISTRIBUTOR" having its principal place of business at 0000
XXXXXX XXXXXX, XXXXX 0X0, XXXXXXXX, XXXXXXXX 00000 herein refered to
as "DST".
1. DEFINITIONS.
a. Product or Products. Product or Products shall mean any or
all products manufactured or distributed by COMPANY intended for use
in the educational, training environment.
b. Territory. TERRITORY shall mean the geographic area designated
as the STATE OF ARIZONA, NEW MEXICO, COLORADO, UTAH, WYOMING,
MONTANA, IDAHO.
c. Starting Date. The starting date is April 6, 1994.
d. Ending Date. The ending date shall be August 31, 1994. This
contract shall be automatically renewed on an annual basis unless
either party notifies the other in writing under the provisions
outlined in 13.a.
e. Annual Periods. Annual Periods shall commence on the 1st day
of September and end on the 31 day of August each year during this
agreement. All dollars mentioned herein are in U.S. funds.
2. APPOINTMENT AND ACCEPTANCE.
a. COMPANY appoints DST as distributor of PRODUCTS in TERRITORY
and DISTRIBUTOR accepts such appointments.
b. Market Development. DST shall exert its best efforts to attain
and sustain the maximum sale of PRODUCTS in TERRITORY and shall
meet annual performance goals established by COMPANY and
communicated to DST for sales and services of PRODUCTS.
DISTRIBUTOR shall:
(1) Maintain its distribution location to display and sell PRODUCTS
at the principal place and location of the business identified
herein.
(2) Participate in local trade shows within the TERRITORY and
conduct regular local advertising and marketing efforts for the
PRODUCT within the TERRITORY.
(3) Provide installation service and follow up service to
purchasers of PRODUCTS within TERRITORY.
(4) Provide warranty service to purchasers of PRODUCTS pursuant to
COMPANY warranty policy.
(5) Respond promptly to sales leads or referrals furnished by
COMPANY of other DISTRIBUTORS.
3. TERMS OF AGREEMENT. This Agreement shall become effective as of the
date hereof and shall continue unless and until terminated by either
party giving to the other not less than (30) thirty days notice in
person or by registered or certified mail of its intention to
terminate the Agreement. The notice time shall run form the date of
personal delivery of the depositing of said notice in regular
government mail deposits.
4. ORDER PLACEMENT. Orders by DST shall be in such for as the the
COMPANY deems appropriate and as provided by the current COMPANY
sales manual.
5. SALES TERMS. COMPANY shall establish prices for its PRODUCT from
time to time, and shall provide notice of such prices to DST. DST
shall pay COMPANY for PRODUCTS according to terms and schedules
established by COMPANY form time to time
6. DELIVERY. COMPANY will undertake every effort to fulfill the orders
of DST for the PRODUCTS with reasonable dispatch and in accordance
with its published delivery schedules, but shall not be liable for
any loss of trade or profit or other consequential damages to DST in
the event of delay of product delivery.
7. ACCEPTANCE AND CLAIMS. ALL PRODUCTS shall be received subject to
DST visual inspection and may be rejected by DST is found
substantially defective in materials or workmanship, The inspection
shall be promptly conducted and at the expense of DST after arrival
of PRODUCTS and DST business location, in no event later than thirty
(30) days after arrival of the PRODUCT. Claims not reported within
thirty (30) days after arrival shall be waived. COMPANY has option
of providing substitute unit of allegedly defective PRODUCTS or
crediting DST with the purchase price and shipping and expense on
return of the PRODUCT to the extent that COMPANY examination
confirms DST claim. COMPANY reserves the right to require return of
all or part of PRODUCT that are unsalable and the right to salvage,
destroy or otherwise dispose of PRODUCT.
8. PRODUCT WARRANTY. COMPANY publishes its standard warranty for each
PRODUCT and all parts purchased by DST pursuant to this Agreement.
THE COMPANY'S PUBLISHED WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ANY
OTHER EXPRESSED OR IMPLIED WARRANTY OF FITNESS OR MERCHANTABILITY,
AND SUCH WARRANTY SHALL CONSTITUTE THE SOLE REMEDY OF DST OR PERSONS
TAKING UNDER THE DST AND LIABILITY OF THE COMPANY WITH RESPECT TO
ANY PRODUCTS DELIVERED PURSUANT TO THIS AGREEMENT, WHETHER CLAIMED
ON WARRANTY, CONTRACT OR NEGLIGENCE. From time to time COMPANY may
alter or amend its warranty policy, and in the event of such
amendment, it shall give DST ninety (90) days prior notice before
the effective date of change.
9. SALES FORCE AND SALES SUPPORT. DST agrees to provide competent,
trained sales persons to market COMPANY PRODUCT line in the
TERRITORY and furthermore to provide and participate in appropriate
continuing training and supporting sales aids and demonstration
equipment to support such trained sales persons. COMPANY shall make
appropriate sales training material available to DST and shall make
available factory training to DST and DST service engineers.
11. DEMONSTRATION EQUIPMENT. DISTRIBUTOR shall purchase a demonstration
kit from COMPANY at forty (40) percent discount off the published
Educational price list. DST shall purchase a new demonstration kit
from COMPANY if DST chooses to sell existing demonstration kit after
6 months of time.
12. ADVERTISING. COMPANY shall supply and retain title to sales aids
and materials to support and supplement DST sales program. DST
shall satisfactorily inform the COMPANY of its trade practices,
advertising, market data, and marketing method, planning or other
information of interest, use or benefit to COMPANY in marketing the
PRODUCT within the TERRITORY.
13. BUSINESS RECORDS AND INFORMATION. DST shall maintain up to date
books of accounts and records showing clearly all customers and
customer lists relating to the COMPANY, which shall be available to
COMPANY.
14. CONFIDENTIALITY. DST shall maintain in strict confidence and duly
safeguard to the best of its ability any and all business and
technical information pertaining to PRODUCT in the TERRITORY and
shall not, at any time, divulge, disclose or use any confidential
information respecting the COMPANY'S business or method of carrying
on its business in relation to this Agreement of the PRODUCT outside
its sales efforts.
15. NON-AGENCY. This Agreement conveys no right for DST to act as an
agent for COMPANY. Nothing herein contained shall constitute a
partnership between the parties and DST shall have no authority to
speak for the COMPANY, to bind COMPANY, or to pledge COMPANY credit.
16. CHANGE OF LOCATION. Change of location from this address and
facility of DST identified in the Agreement, without the prior
written notification to the COMPANY, shall be a substantial breach
of this Agreement and shall cause this Agreement to terminate
immediately.
17. PATENTS, TRADEMARKS, TRADENAMES. DST agrees to properly exhibit and
utilize such tradenames or trademarks as may be authorized by
COMPANY in describing PRODUCT to promote, market and distribute
COMPANY'S PRODUCTS in TERRITORY. DST Shall promptly notify COMPANY
of any and all infringement of COMPANY'S trademarks, and patents in
connection with PRODUCT in the TERRITORY that may come to DST
attention.
18. BREACH OF AGREEMENT. Breach of terms, covenants, or conditions of
this Agreement by either party shall constitute a default by the
breaching party and shall be grounds for immediate termination
without notice. In the event of breach by DST and termination by
COMPANY, COMPANY may but shall not be obligated to repurchase from
DST at the net F.O.B. Xxxxxxxx, Xxxxxx, Xxxxxx on a first in, first
out basis, such current stock as it shall choose. Selected stock
shall be delivered by DST, at the expense of the DST, at the
original factory point of shipment. In the event of breach by
COMPANY and termination by DST, DST may but shall not be obligated
to return current goods an usable parts and stock of PRODUCT to
COMPANY AT THE NET F.O.B. Montreal price of current stock. Transfer
of parts or stock pursuant to this paragraph shall not constitute a
satisfaction of any damage caused by or arising out of any such
breach.
19. INSOLVENCY. This Agreement shall terminate automatically if a
petition in bankruptcy is filed by or against either party or if an
action is taken by either or against either party under any law, the
purpose and effect of which is or may be to relieve such party in
any manner from its debts or to extend the time of payment thereof,
or should either party make an assignment for the benefit of
creditors. Such termination shall be deemed a breach by the party
triggering the termination.
11. TERMINATION PROVISIONS. Upon termination of this agreement pursuant
to paragraph hereof, all amounts due and owing to COMPANY shall
become immediately payable. DST will return all manuals,
advertising material, customer lists and files, and other COMPANY
property to COMPANY at COMPANIES shipping expense. DST shall
refrain from that point in using COMPANY marks. All disputes and
controversies arising upon termination shall be submitted for final
and binding arbitration under rules of the American Arbitration
Association in the county of Erie, State of New York, or Canadian
equivalent.
12. NON-WAIVER CLAUSE. No waiver by either party of any terms hereof
shall constitute a waiver of any terms of this agreement of any
breach in any other case whether prior of subsequent thereto.
13. GENERAL PROVISIONS.
a. Notice. Any notice permitted or required under this Agreement
shall be deemed to be given as such notice shall be in writing
and personally served or mailed by registered or certified
mail, postage prepaid, evidenced by post office receipt of such
registration or certification, to the addresses as shall have
changed by either party to the other in writing in accordance
with this Agreement.
b. Assignment. The parties acknowledge that this Agreement
Agreement is personal in nature and agreed that this Agreement
shall not be assigned, in whole or part, without the prior
written consent of the other. Any purported assignment of this
Agreement or any interest therein without the written consent
of the other shall be void.
c. Modification. this Agreement may be modified, amended or
revised only by written instrument duly executed by the parties
hereto.
d. Entire Agreement. This Agreement, along with any exhibits or
duly executed addenda, shall be deemed to contain the entire
and only the Agreement between the parties relating to the
subject matter hereof, and any representations, terms or
conditions relating thereto and not incorporated in this
Agreement shall not be binding upon the other party. This
Agreement cancels, voids and supersedes any Agreement before
entered into between the parties with respect to the subject
matter hereof, except as otherwise provided in this agreement
specifically.
e. Execution. This Agreement is not effective until accepted
by COMPANY, Robotel Electronique, Inc, 0000 Xxxx Xxxxxxxxxx,
Xxxxxxx (Xxxxx) Xxxxxx, Xxxxxx X0X 0X0.
f. The parties shall be free to bring all differences of
interpretation and disputes arise in connection with this
Agreement to the attention of the other at any time without
prejudicing their harmonious relationship and operations
hereunder, and the good offices and facilities of either party
shall be available at all times for meeting under friendly and
courteous circumstances. Any controversy, claim or breach
arising our of relating to this Agreement which the parties are
unable to resolve to their mutual satisfaction may be litigated
or otherwise resolved in any court having jurisdiction thereof.
This Agreement shall be subject to and shall be enforced and
construed pursuant to the laws of the State of New York, USA,
and the Provence of Quebec, Canada. if any provision or term
of this Agreement is held to be invalid, void, or
unenforceable, the remainder of the provisions shall remain in
full force and effect and shall no way be affected, impaired or
invalidated. In the event of litigation, the prevailing party
may recover court costs and reasonable attorneys fees.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year written below.
ROBOTEL ELECTRONIQUE INC.
Date: 22/01/94
-------------------------
/s/ President
---------------------------------------
/s/ Chief Executive Officer
---------------------------------------
Witness
---------------------------------------
DISTRIBUTOR
Date: 4-18-94
-------------------------
/s/ XXXX XXXXXX President
---------------------------------------
/s/ Witness/or Notary
---------------------------------------
