Exhibit 10.11
AGREEMENT
This Agreement (the "Agreement") is entered into this 31st day of January,
1997, by and between Phasetronics, Inc., a Florida corporation ("Phasetronics"),
X.X. Xxx 00000, Xxxxxxxxxx, Xxxxxxx 00000-0000, and Apollo International of
Delaware, Inc., a Delaware corporation ("Apollo"), of 0000 XX Xxxxxxx 00, Xxxxx
000, Xxxxxx Xxxxx, Xxxxxxx 00000.
RECITALS
Phasetronics is a manufacturer and distributor of solid state power and
motor control products. Many of these products are distributed under the trade
name "Motortronics".
Apollo is the manufacturer of two motor protection relays known as the
Model CMPR and CMPR2 (hereinafter the "relays").
Phasetronics and Apollo desire to enter into this Agreement whereby Apollo
will supply the relays to Phasetronics for distribution by Phasetronics under
the Motortronics trade name.
NOW, THEREFORE, in consideration of the premises, covenants, and terms set
forth herein, the parties agree as follows:
1. RECITALS. The Recitals set forth above are true and correct and are
incorporated herein by reference.
2. APOLLO'S RESPONSIBILITIES. In furtherance of this Agreement, Apollo
agrees to do the following:
a. Apollo shall supply CMPR and CMPR2 motor protection relays to
Phasetronics during the term of this Agreement for the net price per relay in
accordance with the attached price list set forth in Exhibit "A" attached
hereto, f.o.b. Apollo's plant. Apollo shall cause all relays supplied to
Phasetronics under this Agreement to be labeled with the Motortronics name in
accordance with a design to be supplied by Phasetronics. Phasetronics has the
right to distribute the relays under the Motortronics name on a world wide
basis. Phasetronics rights are not exclusive and shall not prohibit Apollo from
marketing and/or distributing the relays under its own or another name.
b. Apollo shall supply the relays in the quantities and at the times
requested by Phasetronics within fourteen days from receipt of an order from
Phasetronics.
c. Apollo shall supply adequate training to Phasetronics engineers
and sales personnel in the use, repair and maintenance of the relays. Apollo
further agrees to supply operating manuals and trouble shooting guides for the
relays and shall, upon request by Phasetronics, supply other technical data
pertaining to the relays.
d. Apollo warrants that the relays shall conform to high standards
of quality and will conform to the technical specifications set forth in Exhibit
"B" to this Agreement. Apollo shall warrant to Phasetronics and to the
customers of Phasetronics that the relays are free from material an construction
defects for a period of eighteen months after delivery to the customer.
3. PHASETRONICS' RESPONSIBILITIES. In furtherance of this Agreement,
Phasetronics agrees to do the following:
a. Phasetronics shall pay the price for the relays set forth in
Section 2a above within thirty days from the date of invoice for each shipment.
b. Phasetronics shall not alter or modify the relays in any manner
without the written permission of Apollo. This shall not prohibit Phasetronics
from repairing a relay as needed.
4. SPECIFICATIONS. The specifications for the CMPR and CMPR2 relays are
set forth on Exhibit "B" which is attached hereto and incorporated herein by
reference.
5. TERM OF AGREEMENT. This Agreement shall terminate two years from the
date hereof unless terminated by a written mutual agreement of the parties prior
to such date.
6. ASSIGNMENT. Apollo shall not assign, subcontract or delegate its
rights or responsibilities under this Agreement without the written permission
of Phasetronics, which it may give or withhold in its sole discretion.
Phasetronics may assign its rights and obligations under this Agreement.
7. ATTORNEYS FEES. In the event that either party institutes an action
to enforce the terms of this Agreement, the successful party in any such action
shall be entitled to recover its reasonable costs and attorneys fees for such
action.
8. ENTIRE AGREEMENT. The terms and provisions contained herein
constitute the entire agreement between the parties with respect to the subject
matter hereof. This Agreement shall not be modified except in writing, signed
by both parties.
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9. GOVERNING LAW. This Agreement shall be governed and construed in
accordance with the laws of the State of Florida and any action brought to
enforce the terms of this Agreement shall be brought in the appropriate court of
competent jurisdiction located in Pinellas County, Florida.
10. SEVERABILITY. Should any part of this Agreement for any reason be
declared by a court of competent jurisdiction to be invalid, such decision shall
not affect the validity of the remaining portion, which shall continue in full
force and effect as if this Agreement had been executed with the invalid portion
eliminated therefrom. In the event that a portion of this Agreement shall be
declared to be invalid, the parties agree that they shall, in good faith,
negotiate with one another to replace such invalid provision with a valid
provision as similar as possible to that which had been held invalid to the
extent permissible by applicable law.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on their behalf as of the date first above written.
Witnesses: Phasetronics, Inc., a Florida
corporation
/S/ By: /S/
------------------------------------ ---------------------------
Name:Xxxxx X. Xxxxxxxx
Title: President
/S/
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Apollo International of
Delaware, Inc., a Delaware
corporation
/S/ By: /S/
------------------------------------ ---------------------------
Name:Xxxxx Xxxxxx
Title:President
/S/
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