AGREEMENT BETWEEN AMPLIDYNE, INC.
AND
ELECTRONIC MARKETING ASSOCIATES, INC.
THIS AGREEMENT made this 8/28/95 by and between Amplidyne Inc., a
corporation incorporated under the laws of the State of New Jersey
having its principal office at Xxxxx Court, Belle Xxxx, NJ, hereinafter
referred to as "Manufacturer," and Electronic Marketing Associates
manufacturers' representative company operating under the laws of the
state of Maryland principal office located at: 00000 Xxxxxx Xxxx Xxxxx,
Xxxxx X, Xxxxxx, XX 00000 herein after referred to as
"Representative,"provides as follows:
1. APPOINTMENT AND ACCEPTANCE. Manufacture appoints Representative as
its exclusive selling representative to sell products (enumerated in
Provision #4 hereof) in the territory (defined in Provision #2 hereof);
and Representative accepts the appointment and agrees to sell and
promote the sales of the Manufacturer's products.
2. TERRITORY. Representative's territory shall consist of the
following New Jersey, Pennsylvania, Maryland, Virginia, Washington, DC,
Delaware.
3. HOUSE ACCOUNT. With the following exceptions,:
AT&T, Whippany, NJ buying the following products:
KS21583, L3, L4, L5 & L6
K723757 L1 & L3
4. PRODUCT. All "products" of the Manufacturer are to be sold by the
Representative, except those specified below:
AT&T products: KS21583 L3, L4, L5 & L6
KS23757 L1 & L3
5. Amount of Compensation. Representative compensation per order for
services performed hereunder shall be a percentage of the "net invoice
price" of the Manufacturer's product shipped into the Representative's
territory on a sliding scale as follows:
10% of the first $ 15,000 ($ 0 to $ 15,000)
8% of the next $ 35,000 ($ 15,001 to $ 50,000)
6% of the next $ 50,000 ($ 50,001 to $ 100,000)
4% of the next $ 150,000 ($ 100,001 to $ 250,000)
2% of the next $ 750,000 ($ 250,001 to $1,000,000)
1% of all over $1,000,000 ($1,000,001 and up)
When engineering, execution of the order, or shipment involved in
different territories, The Manufacture will split the full commission
among the Representative whose territories are involved. The
Manufacturers will make this determination and advise the interested
Representative at the time the order is submitted to the Manufacturer.
Manufacturer shall have the right to reasonably reduce
commissions when a quotation is reduced for the purpose of securing an
order. Manufacturer agrees to notify the Representative at the time the
order is placed.
6. COMPUTATION AND PAYMENT OF COMMISSION.
Comissions are based upon the net F.O.B.
a. Invoiced amount of orders received and accepted by Manufacturer from
the aforesaid territory of the Representative. Such commissions to be
paid on the 15th of every month following the month after Manufacturer
has received payment in full for individual invoices or progress
payments.
b. At the time of payment, manufacturer will send Representative a
commission statement showing the computation of commissions.
c. "Net invoice price" shall mean the total price that an order is
invoiced to the customer, including any increase or decrease in the
total amount of the order (even if such increase or decrease takes place
after the effective date of termination), but excluding shipping and
mailing costs, taxes, insurance, and any allowances or discounts granted
to the customer by the Manufacturer.
d. There shall be deducted from any sum due Representative:
1. An amount equal to commissions previously paid or credited on
sales of Manufacturer products, which have since been returned to the
customer or on allowance credited to the customer for any reason by the
Manufacturer; and
2. An amount equivalent to commissions previously paid or credited on
sales which Manufacturer shall not have been fully paid the customer
whether by reason of the customer's bankruptcy, insolvency, or any other
reason which, in Manufacture judgement, renders the account
uncollectible (if any sums are ever realized upon such uncollectible
accounts, Manufacturer will pay Representative its percentage of
commissions applicable at the time of the original sale upon the net
proceeds of such collection).
e. "Order" shall mean any commitment to purchase Manufacturer's
products which calls for shipment into Representative's territory or
which is subject to split commission in accordance with Provision #4
hereof.
7. ACCEPTANCE OF ORDERS. All order are subject to acceptance or
rejection by an authorized officer of Manufacture at its home office and
to the approval of Manufacture's credit department. Manufacturer shall
be responsible for all credit risk and collection.
If Manufacturer notifies customer of its acceptance or rejection of
an order, a copy shall be transmitted to the Representative.
8. TERMS OF SALE. All sales shall be at prices and upon terms
established by Manufacturer and it shall have the right, in its
sole discretion, from time to time, to establish, change, alter or amend
prices and other terms and conditions of sale.
Representative shall not accept orders in the
Manufacturer's name, make price quotations or delivery promises without
the Manufactures prior approval.
9. REPRESENTATIVE'S RELATIONSHIP AND CONDUCT OF BUSINESS.
a. Representative shall maintain a sales office in the territory and
shall use it best efforts and devote such time as may be reasonably
necessary to sell and promote the sale of Manufacturer's products within
the territory.
b. Representative will conduct all of it business in its own name
and in such manner it my see fit. Representative will pay all expenses
whatever of its office and activities and will be responsible for the
act and expenses of its employees.
c. Respresentative shall not, without prior written consent of the
Manufacturer, handle products which, in the opinion of Manufacturer, are
competitive with the products of the Manufacturer being handled by the
Representative. Representative shall notify the Manufacturer whenever
taking on any additional lines other than those now handled by the
Representative, or whenever his relationship is terminated with any
other Manufacturer which it now represents.
d. Nothing in this Agreement shall be construed to constitute the
Representative as the partner, employee, or agent of the Manufacturer,
nor shall either party have any authority to bind the other in any
respect, it being intended that each shall remain an independent
contractor responsible only for its own actions.
e. Representative shall not, without Manufacturer's prior written
approval, alter, enlarge or limit orders, make representation or
guarantees concerning Manufacturer's product, or accept the return of or
make any allowance for such products.
f. Representative shall furnish information to Manufacturers'
Accounting Department any information which it may have from time to
time relative to the credit of its customers.
g. Representative shall abide by Manufacturer's policies and
communicate same to Manufacturer's customers.
h. Manufacturers shall be solely responsible for the design,
development, supply production and performance of its products and the
protection of its trade names.
i. Manufacturer shall furnish Representative, at no expense to the
Representative, a reasonable quantity of catalogs, literature, and any
other material necessary for the proper promotion and sale its products
in the territory. Any literature which is not used or samples, or other
equipment belonging to Manufacturer, shall be returned to the Manufacturer
at its request.
[Missing Text]
10. TERMS OF AGREEMENT AND TERMINATION. This agreement may be terminated
with or without cause by either party after 30 days from date of written
notice.
Notice of termination shall be certified or registered by mail. The
effective date of notice or termination shall be the date mailed.
11. RIGHTS UPON TERMINATION. Upon termination of this Agreement for any
reason, Representative shall be entitled to:
a. Commissions for all orders booked [illegible] into Representative's
territory which are dated on communicated to Manufacture prior to
effective date of termination; and
b. Its share of split commissions for orders dated or communicated
to Manufacturer prior to this effective date of termination, regardless
of when such orders are shipped.
12. GENERAL. This Agreement contains the entire understanding of the
parties, and shall supersede any other oral or written agreement, and
shall insure to the benefit of Manufacturer's successors and assigns. It
may be modified in any way without the written consent of both parties.
Representative shall not have the right to assign this Agreement in
whole or part without Manufacturers written consent.
13. CONSTRUCTION OF AGREEMENT. This Agreement shall be construed
according to the laws of the State of New Jersey. IN WITNESS WHEREOF,
the parties hereto have executed this Agreement the day and year first
above written in multiple counterparts, each of which shall be
considered an original.
MANUFACTURERS: SALES REPRESENTATIVE
============== ====================
AMPLIDYNE, INC. ELECTRONIC MARKETING
XXXXX 0 & 00, XXXX 0 XXXXXXXXXX,
Xxxxx Court 00000 XXXXXX XXXX XXXXX
Xxxxx Xxxx, XXXXXX, XX 00000
NJ 08502 Dated 8/23/95
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Date 9/15/94 Date 8/24/95
