[weima(R) America, Inc. LOGO]
April 8, 2004, Page 1 of 11
Exhibit 10.2
* Confidential Treatment Requested as Indicated
Certain confidential portions of this Exhibit were omitted by means of blackout
of the text (the"Mark"). This Exhibit has been filed separately with the
Secretary of the Commission without the Mark pursuant to the Company's
Application for Confidential Treatment under Rule 24b-2 under the Securities
Exchange Act of 1934.
[weima(R) America, Inc. LOGO]
SIZE REDUCTION EQUIPMENT
REPRESENTATIVE AGREEMENT
Agreement between Weima America Inc. and
Aduromed Corp.
0000 Xxxxxx Xxxxxx xxxx@xxxxxxxxxxxx.xxx Phone: 000-000-0000
Fort Mill, SC 29715 xxx.xxxxxxxxxxxx.xxx Fax: 000-000-0000
ADVANCED TECHNOLOGY FOR SIZE REDUCTION
[weima(R) America, Inc. LOGO]
April 8, 2004, Page 2 of 11
REPRESENTATION AGREEMENT
THIS AGREEMENT, dated April 8, 2004 by and between Weima America Inc.
(hereinafter "Weima"), having its place of business at 0000 Xxxxxx Xxxxxx, Xxxx
Xxxx, Xxxxx Xxxxxxxx, and Aduromed Corp. (hereinafter "Representative"), having
its place of business at 000 Xxxxxxxxx Xxxxxx Xxxxx 00-00, Xxxxxx, XX 00000. In
consideration of the mutual covenants and other good and valuable consideration,
the receipt of which is hereby acknowledged, intending to be legally bound, the
parties hereto agree as follows:
1.0 DEFINITIONS
1.1 The term "Weima Products" as used in this Agreement, shall mean the
products listed on Schedule A attached hereto, as amended from time to
time by notice from Weima to the Representative.
1.2 The term "Territory" as used in this Agreement shall mean the
geographical areas and/or markets listed on Schedule B attached
hereto.
1.3 The term "Effective Date" as used in the Agreement shall mean April 8,
2004.
1.4 The "Net Invoice Amount" as used in this Agreement shall mean, with
respect to any shipment to a customer of Weima, the face amount of the
invoice issued with respect to such shipment received by Weima to the
customer on account of shipments made by Weima to such customer less
freight, allowances, discounts, rebates, credits, and sales, use,
value-added and similar taxes or levies and customs duties and other
such charges.
2.0 APPOINTMENT OF THE REPRESENTATIVE
2.1 Weima hereby appoints the Representative as its sales representative
for the Weima Products in the Territory. Prior to the giving of notice
by either party that this agreement is to be terminated or the breach
of any provision of this Agreement by the Representative, Weima will
not appoint any other manufacturer's representative located in the
Territory for the Weima Products listed on Schedule A.
2.2 The Representative acknowledges that neither the Agreement nor the
relationship of the parties shall in any way create a partnership,
joint venture or joint enterprise between Weima and the
Representative, and that neither the Representative nor any of the
Representative's employees are to be considered employees of Weima.
The Representative shall have no authority to obligate or act for
Weima in any way except as specified herein and the Representative
shall not hold itself out as having the power or authority to bind or
act for Weima.
April 8, 2004, Page 3 of 11
0000 Xxxxxx Xxxxxx xxxx@xxxxxxxxxxxx.xxx Phone: 000-000-0000
Fort Mill, SC 29715 xxx.xxxxxxxxxxxx.xxx Fax: 000-000-0000
ADVANCED TECHNOLOGY FOR SIZE REDUCTION
[weima(R) America, Inc. LOGO]
2.3 Weima shall not be liable for any personal injury or property damage
caused by or resulting from any act of the Representative, its
employees or agents, and the Representative shall indemnify and hold
Weima harmless from and against any liabilities, damages, costs, and
expenses, including reasonable attorneys' fees, incurred as a result
of any claims arising from acts or omissions by the Representative,
its employees or agents.
3.0 OBLIGATIONS OF THE REPRESENTATIVE
3.1 The Representative shall maintain an office within the Territory that
is opened and staffed during regular business hours, a sales and
administrative organization and a communications system (including
telephone, facsimile and computer with an email box). Weima shall have
no responsibility for providing or paying any part of the
Representative's office, operating, or other expenses of any kind.
3.2 The Representative shall diligently promote, develop, and bring about
the sales of Weima Products in the Territory.
3.3 The Representative shall submit to Weima the following reports in the
form requested by Weima:
(a) A report listing and giving the status of all active projects and
a brief summary of business conditions, sales promotion
activities and project activities, customer demands, customer
acceptance and competition relative to Weima within the Territory
on the first day of each month.
(b) A summary of the reasons for the loss of any orders for Weima
Products as and when any quoted order is awarded to a competitor
of Weima.
(c) A report on all conventions, shows and meetings attended
including personnel contacted.
3.4 The Representative will cooperate with visits to the Territory by
employees or representatives of Weima for the purpose of consulting
and cooperating with the Representative in furtherance of the business
of Weima.
3.5 The Representative shall comply with all Weima corporate, operational
and pricing policies as now exist or are hereafter established by
Weima.
3.6 Whenever the Representative develops or receives a request from a
customer for a proposal for a Weima Product, the Representative shall
promptly advise Weima and provide all the details concerning the
request. If Weima elects, in its sole discretion, to pursue such
proposal, Weima shall prepare a proposal and submit it to the customer
with a copy to the Representative.
April 8, 2004, Page 4 of 11
0000 Xxxxxx Xxxxxx xxxx@xxxxxxxxxxxx.xxx Phone: 000-000-0000
Fort Mill, SC 29715 xxx.xxxxxxxxxxxx.xxx Fax: 000-000-0000
ADVANCED TECHNOLOGY FOR SIZE REDUCTION
[weima(R) America, Inc. LOGO]
3.7 The Representative shall not, during the term of this Agreement,
manufacture, represent, offer, sell, or attempt to sell any products
or services of any person, firm or corporation that are considered by
Weima to be competitive with any Weima Product.
3.8 The Representative shall maintain in good condition all sales manuals,
photos, models and other materials supplied to it by Weima. All such
materials shall be returned to Weima upon Weima's request and the
Representative shall keep no copies or extracts thereof.
3.9 In addition to the foregoing, the Representative shall:
(a) Follow up all inquiries relating to Weima Products.
(b) At Weima's request, give all reasonable advertising assistance,
check mailing lists, assist Weima in securing credit information
on accounts in the Territory, render assistance in the collection
of delinquent accounts in the Territory, and render other
assistance as requested by Weima.
(c) At Weima's request, secure photographs of installations, assist
with field or laboratory tests and render sales assistance
outside the Territory.
(d) At Weima's request, attend all reasonable trade conventions,
equipment shows and meetings held within the Territory at which
Weima Product sales may be promoted, and attend such gatherings
held outside the Territory as are requested by Weima.
4.0 COMMISSION/RESALE DISCOUNT
4.1 During the term of this Agreement, Weima shall pay to the
Representative a commission on the Net Invoice Amount or provide a
resale discount on the list price of any invoice sent by Weima for
orders for Weima Products obtained by the Representative in the
Territory during the term and in accordance with the terms of this
Agreement (the "Commission/Resale Discount"); provided that, no
Commission shall be due to the Representative for any order for parts
or conversions of in service units. The Commission shall be computed
by multiplying (a) the applicable commission rate set forth in
Schedule C attached hereto, (each a "Commission Rate", and
collectively, the "Commission Rates"), subject to adjustment or
proration in the manner described in Paragraph 4.5 hereof, by (b) such
Net Invoice Amount. Weima shall have the right to change the schedule
of Commission/Resale Discount Rates at any time upon thirty (30) days
written notice to the Representative. Unless otherwise provided by
Weima, any such changes to the Commission/Resale Discount Rates shall
apply to shipments made by Weima after the effective date of such
notice, regardless of the Commission/Resale Discount Rate in effect on
the date the Representative submits the proposal. No Commission shall
be due with respect to orders obtained or sales made on the Net
Invoice Amount of any invoice sent by Weima during or after the term
of this Agreement, expect as expressly set forth above.
April 8, 2004, Page 5 of 11
0000 Xxxxxx Xxxxxx xxxx@xxxxxxxxxxxx.xxx Phone: 000-000-0000
Fort Mill, SC 29715 xxx.xxxxxxxxxxxx.xxx Fax: 000-000-0000
ADVANCED TECHNOLOGY FOR SIZE REDUCTION
[weima(R) America, Inc. LOGO]
*4.2 No commission shall be paid for any order for parts or service through
Weima's Parts and Service Departments. A Resale Discount of for parts
will be applied to orders from the Representative.
4.3 If this agreement is terminated by Weima pursuant to Paragraph 7.1 (d)
below, the Commission shall be deemed not earned and shall not be
payable until the Representative has complied with Paragraph 6.3
hereof. No Commission shall be due with respect to the Net Invoice
Amount of any invoice for Weima Products sent after the termination of
this Agreement if this Agreement is terminated for any reason other
than as set forth in Paragraph 7.1 (d) below.
4.4 Subject to Paragraph 4.3 above, Commission shall be computed and paid
by Weima to the Representative on or before the last working day of
the month following the month in which full payment for the order is
received by Weima. Weima shall keep records showing its invoiced
xxxxxxxx and Net Invoice Amount and the computation of Commissions
earned by the Representative. Such records will be open to inspection
during normal business hours upon reasonable notice, but not more
frequently than once each year, and only by an independent auditor
selected by the Representative.
4.5 Weima reserves the right, in its sole discretion, to allocate
Commissions based upon sales effort by the Representative and other
representatives in those instances where the sale of Weima Products is
obtained or services are required by more than one representative of
Weima, or reduce the Commissions in instances where the sales effort
was conducted by Weima Sales Personnel.
4.6 When a Commission is paid by Weima to the Representative on the Net
Invoice Amount of an invoice for Weima Products shipped and the Weima
Products are subsequently returned by customer for credit, the
Commission on such a sale may be cancelled by Weima and, at Weima's
option, Weima may demand a refund of the Commissions paid or deduct
the said amount from subsequent Commissions due to the Representative.
Upon any such demand, the Representative shall promptly pay such
Commission to Weima.
5.0 OBLIGATIONS OF WEIMA
5.1 Weima may, at its sole election, but is not required to, arrange to
conduct periodic sales and product training conferences either at its
main office or at another location. If Weima conducts a conference,
the Representative shall attend at least one such conference per year
at its own expense.
5.2 Weima may, but is not required to, participate in selected trade shows
and industrial exhibitions to assist in the promotion of Weima
Products. If the Representative attends such exhibits, it will be at
the Representative's own expense.
* CONFIDENTIAL TREATMENT REQUESTED
April 8, 2004, Page 6 of 11
0000 Xxxxxx Xxxxxx xxxx@xxxxxxxxxxxx.xxx Phone: 000-000-0000
Fort Mill, SC 29715 xxx.xxxxxxxxxxxx.xxx Fax: 000-000-0000
ADVANCED TECHNOLOGY FOR SIZE REDUCTION
[weima(R) America, Inc. LOGO]
5.3 Weima will furnish the Representative with reasonable quantities of
pamphlets, brochures, and other data describing Weima Products and
applications for distribution to customers, together with other sales
aid materials. Weima may, but is not required to, make sales and
technical personnel available to confer with selected customers to
assist such customers in becoming familiar with Weima Products. Weima
may, but is not required to, develop an ongoing advertising sales
promotion program to assist and supplement the efforts and activities
of the Representative.
5.4 Weima shall advise the Representative promptly of all written
inquiries regarding Weima Products that Weima receives from potential
customers or other Weima representatives located in the Territory.
6.0 CONFIDENTIAL INFORMATION AND INVENTIONS
6.1 In the course of performing its obligations under this Agreement, the
Representative will become acquainted with certain information
concerning Weima Products and the technology and business affairs of
Weima that is the confidential property of Weima. Unless such
information is properly in the public domain without the disclosure by
the Representative, all information concerning Weima Products and the
technology, and business affairs of Weima is hereby acknowledged by
the Representative to be confidential. The Representative shall not,
either during the term of this Agreement or any time thereafter,
except upon written authorization from an office of Weima, use or
publish or disclose to any firm, corporation, or person any such
confidential information. The Representative shall take all reasonable
precautions to prevent the use or disclosure of any such confidential
information by any of its employees.
6.2 The Representative hereby assigns to Weima all the right, title, and
interest in and to any and all inventions, improvements and
developments conceived by the Representative or their employees at any
time during or after the term of this Agreement that relate to the
business or products of Weima and that might arise out of their
services as a representative of Weima.
6.3 If this Agreement is terminated for any reason, all technical data,
catalogues, price lists, sales material and all other written material
incorporating or containing confidential information supplied by Weima
or Weima Products or the technology or business affairs of Weima shall
be returned to Weima within 15 days of the date of such termination
and the Representative shall not retain any copy or extract therof.
7.0 TERMINATION OF THIS AGREEMENT
7.1 This Agreement shall terminate upon the occurrence of any of the
following events:
April 8, 2004, Page 7 of 11
0000 Xxxxxx Xxxxxx xxxx@xxxxxxxxxxxx.xxx Phone: 000-000-0000
Fort Mill, SC 29715 xxx.xxxxxxxxxxxx.xxx Fax: 000-000-0000
ADVANCED TECHNOLOGY FOR SIZE REDUCTION
[weima(R) America, Inc. LOGO]
(a) The filing of an action by or against either party under the
United States Bankruptcy Code or similar state insolvency law.
(b) The election by the non-defaulting party after the default by the
other party in its obligations under this Agreement and such
default continues for a period of thirty (30) days after written
notification of such default by the non-defaulting party.
(c) The conduct by either party of any action that is illegal or
unlawful.
(d) The expiration of 30 days following notice by one party to the
other party that this Agreement is to be terminated, which notice
may be given at the sole election of either party without cause
or any reason.
8.0 GENERAL PROVISIONS
8.1 This Agreement supersedes all prior agreements between the parties
relating to the subject matter hereof and such prior agreements, if
any, are hereby terminated as of the Effective Date of this Agreement.
8.2 This Agreement shall be governed by the laws of the State of South
Carolina, USA. The Representative hereby irrevocably consents and
submits to the jurisdiction of the courts located within the State of
South Carolina and the Representative hereby waives its rights and
protections under any law, statute or regulation that would prevent or
impede its submission to the personal jurisdiction of said courts. The
Representative hereby consents to service of process by means of
certified mail or other recognized means of service of process for the
commencement of any action of proceeding between the parties. Any such
service by certified mail shall be deemed effective when a notice is
deposited in the United States mail to the address of the
Representative set forth above and shall not require acknowledgement
or actual receipt of such notice by the Representative.
8.3 Weima shall not be liable for failure to make deliveries on any orders
obtained by the Representative or its employees for any reason
whatsoever.
8.4 The Representative will not use, or allow the use by others of the
Weima name or any other trademark or trademarks utilized by Weima
Products in any public listing, advertising or for any other purpose
without the prior written approval of Weima.
8.5 Any notice provided by this Agreement shall be presumed made by
depositing such notice with the official Postal Service addressed to
the other party at the address given herein or such other address as
the parties hereto may designate from time to time to the other party.
April 8, 2004, Page 8 of 11
0000 Xxxxxx Xxxxxx xxxx@xxxxxxxxxxxx.xxx Phone: 000-000-0000
Fort Mill, SC 29715 xxx.xxxxxxxxxxxx.xxx Fax: 000-000-0000
ADVANCED TECHNOLOGY FOR SIZE REDUCTION
[weima(R) America, Inc. LOGO]
9.0 INDEMNITY
9.1 Weima represents and warrants that the sales of Weima products do not
infringe on the patents or trademarks of any third parties. Weima
agrees to indemnify Representative against and hold it harmless from
claims or damages that result from a breach of such representation or
warranty.
9.2 Each Party shall save the other harmless from and against and shall
indemnify the other from any liability, loss, cost, expenses or
damages howsoever caused by reason of any injury (whether to body,
property or personal or business character or reputation) sustained by
any person or to any person or to property by reason or any act,
neglect, default or omission of it or any of its agents, employees or
other Representatives.
9.3 Weima shall save Representative harmless from and indemnify
Representative for all liability, loss, expenses or damages howsoever
cause by reason of any products (whether or not defective) or any act
or omission of Weima, including but not limited to any injury (whether
to body, property, or personal or business character or reputation)
sustained by any person or to any person or to property, and for
infringement of any patent rights or other rights of third parties,
and for any violation of municipal, state or federal laws or
regulations governing the Products of their sale, which may result
from the sale distribution of the Products by the Representative
hereunder.
10.0 ASSIGNMENT
10.1 This Agreement is not assignable by the Representative without the
prior written consent of Weima.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written:
WEIMA AMERICA, INCORPORATED
ATTEST: _____________________________ By:
-------------------------------------
Xxxxxxx Xxxxxxxxx, President
Date: __________________________
Aduromed Corp.
ATTEST/WITNESS:______________________ By:
------------------------------------
Title: _________________________________
Date: __________________________________
April 8, 2004, Page 9 of 11
0000 Xxxxxx Xxxxxx xxxx@xxxxxxxxxxxx.xxx Phone: 000-000-0000
Fort Mill, SC 29715 xxx.xxxxxxxxxxxx.xxx Fax: 000-000-0000
ADVANCED TECHNOLOGY FOR SIZE REDUCTION
[weima(R) America, Inc. LOGO]
SCHEDULE A, PAGE 1 OF 1
WEIMA PRODUCTS COVERED BY THIS AGREEMENT WEIMA
Four Shaft (ZMK) Shredders with Quick change screen system
WEIMA AMERICA, INCORPORATED
By:
------------------------------------
Xxxxxxx Xxxxxxxxx, President
Aduromed Corp.
By:
------------------------------------
Title: _________________________________
Effective Date: April 8, 2004
Schedule A
April 8, 2004, Page 10 of 11
0000 Xxxxxx Xxxxxx xxxx@xxxxxxxxxxxx.xxx Phone: 000-000-0000
Fort Mill, SC 29715 xxx.xxxxxxxxxxxx.xxx Fax: 000-000-0000
ADVANCED TECHNOLOGY FOR SIZE REDUCTION
[weima(R) America, Inc. LOGO]
SCHEDULE B, PAGE 1 OF 1
ASSIGNED TERRITORY BY STATE AND COUNTY
United States of America
Exclusive ASSIGNED MARKETS
-Medical Waste Systems
-Confidential Document destruction related to the Medical Waste System
WEIMA AMERICA, INCORPORATED
By:
------------------------------------
Xxxxxxx Xxxxxxxxx, President
Aduromed Corp.
By:
------------------------------------
Title: _________________________________
Effective Date: April 8, 2004
Schedule B
April 8, 2004, Page 11 of 11
0000 Xxxxxx Xxxxxx xxxx@xxxxxxxxxxxx.xxx Phone: 000-000-0000
Fort Mill, SC 29715 xxx.xxxxxxxxxxxx.xxx Fax: 000-000-0000
ADVANCED TECHNOLOGY FOR SIZE REDUCTION
[weima(R) America, Inc. LOGO]
SCHEDULE C, PAGE 1 OF 1
COMPENSATION SCHEDULE
A. Commission/Resale Discounts for new unit machine orders, manufactured by
Weima, will be computed using the table A.1
*A.1 Commission based on Net Invoice Amount and Resale Discount Schedule
based on WEIMA America, Inc list prices
Commission Resale Discount
0 - $50,000
$50,001-$100,000
100,001 and above
The Commission and Resale Discount Schedule are based on no more than
a discount from the original quotation price. Additional discounts to
the customer will be split 50/50 between Weima and the representative
to a bottom commission of or a bottom resale discount of of the total
sale to the Representative.
*A.2 A commission will be paid on all "resale" items (i.e. magnets, dumping
devices, metal detectors) sold with the new machine.
B. All commissions will be computed on the net amount, i.e. total less
freight, boxing, erection, supervision, special engineering, royalties,
etc.
C. Commission/Resale Discounts will be computed on the entire machine order in
cases where there are several machines on the same order.
X. Xxxxx reserves the right to negotiate a reduced commission/Resale Discount
with the Representative, when discounting is required to obtain an order.
E. Cancellation charges on orders where cancellation is accepted by Weima
shall, in every case, be determined solely by Weima and no commission will
be paid for cancellation charges collected.
WEIMA AMERICA, INCORPORATED
By:
------------------------------------
Xxxxxxx Xxxxxxxxx, President
Aduromed Corp.
By:
------------------------------------
Title: _________________________________
Effective Date: April 8, 2004
* CONFIDENTIAL TREATMENT REQUESTED Schedule C
0000 Xxxxxx Xxxxxx xxxx@xxxxxxxxxxxx.xxx Phone: 000-000-0000
Fort Mill, SC 29715 xxx.xxxxxxxxxxxx.xxx Fax: 000-000-0000
ADVANCED TECHNOLOGY FOR SIZE REDUCTION
