Exhibit 10.3
[MITA LETTERHEAD APPEARS HERE]
MITA DEALER AGREEMENT FOR BUSINESS FACSIMILE EQUIPMENT
This agreement is made and entered into by and between Mita Copystar
America, Inc.("Mita") a corporation with its principal place of business at 000
Xxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx 00000, and IMTEK CORPORATION, d/b/a IMTEK
-------------------------------------
OFFICE SOLUTIONS ("Dealer"), a Corporation, with its principal place of business
----------------- ------------
at 0000 Xxxxx Xxxxxxx Xxxxx, Xxxxxxx, XX 00000. This Agreement will only be
---------------------------------------------
binding and effective after it has been accepted and signed by Mita.
1. APPOINTMENT. Dealer will be appointed as a non-exclusive Mita Facsimile
Equipment Dealer to market and service only the facsimile equipment ("Facsimile
Equipment") and related products reflected on Exhibit A, for which Dealer must
meet Mita's training requirements. Both the Facsimile Equipment and related
products are referred to as "Products" in this Agreement. Mita may, in its sole
discretion, amend, modify or discontinue any or all of the Products on Exhibit
A, upon thirty days written notice to the Dealer. Dealer agrees that it will
concentrate its marketing efforts for the Products in its area of prime
responsibility ("Area of Prime Responsibility"), from the above location, and
the branch location(s) reflected on Exhibit A, unless otherwise authorized by
Mita in writing.
2. TERM. This Agreement will commence on the date of acceptance by Mita, and
will continue on a year-to-year basis unless terminated as provided herein.
3. PRICE AND TERMS OF PAYMENTS. The Purchase prices for the Products and terms
of payment will be set forth, from time to time, on the Mita Dealer Price List
for Products. Mita will provide Dealer with thirty days written notice
of any changes in the prices of the Facsimile Equipment. Mita reserves the right
to allocate the Products in a manner deemed appropriate by Mita when such
allocation may be necessary for any reason whatsoever.
4. MINIMUM SALES GOALS. Dealer will be required to achieve certain minimum sales
goals in its Area of Prime Responsibility as indicated on the attached Exhibit A
("Minimum Sales Goals"). The Minimum Sales Goals shall be established by Mita
based upon its evaluation of the sales potential of the Dealer, taking into
consideration the size and population surrounding Dealer's location(s), Dealer's
previous sales record, estimated total prior sales of facsimile equipment and
Products in Dealer's Area of Prime Responsibility, and other economic and market
factors considered pertinent by Mita. Mita shall review the sales performance of
Dealer periodically as the need arises. Mita will consult with Dealer regarding
all goals established by Mita under this Agreement, by Mita shall have final
authority in setting the Minimum Sales Goals. Mita will notify Dealer in writing
of any changes in Dealer's Minimum Sales Goals.
5. SALES PROMOTION. Dealer shall sell and market the Products only to retail
end-users, and shall not sell or market the Products to third parties for resale
or outside the United States. Dealer shall use its best efforts to promote the
sale, lease and rental of the Products in its Area of Prime Responsibility.
Dealer shall use marketing programs that include thoroughly trained sales
personnel who are familiar with the Products. In addition, Dealer shall conform
with and carry out the marketing programs and policies of Mita as announced by
Mita in writing from time to time.
6. SERVICE OBLIGATION AND AREA OF SALES. The Dealer may only market the
Facsimile Equipment where it can provide prompt, professional, willing, and
courteous maintenance, repair, and warranty service.
The Dealer shall: a) establish and maintain a qualified service staff
trained for the Products; b) send its maintenance personnel to such schools as
Mita shall offer from time to time; c) maintain an adequate inventory of Mita
brand spare parts and supplies to perform its service obligations; d) purchase
Mita parts kits when Dealer makes its initial purchase of a Facsimile Equipment
model; e) not sell parts and supplies which do not work properly in the
Facsimile Equipment or which fail to meet Mita's specifications; f) comply with
and carry out the service requirements associated with the Mita Facsimile
Equipment Warranty Policy and Procedure; g) carry out any special service
requirements or programs which Xxxx xxxxx necessary; and h) not alter or remove
any serial numbers or labels from the Products, nor alter any copy counter found
in the Products.
From time to time, Mita's representatives may visit Dealer's location
and evaluate the service provided by Dealer. Mita's service representatives may
inspect Dealer's service records and facilities to assure compliance with the
above standards, and to obtain service data related to the Products. Dealer
agrees to take any corrective action requested by Mita to improve Dealer's
service.
7. WARRANTIES AND WARRANTY SERVICE. Dealer agrees to incorporate the Mita
Limited Warranties packaged with the Facsimile Equipment, in each of its
agreements for sale to the end-user. As an integral part of Dealer's service
obligation, Dealer will perform, pursuant to the Mita Facsimile Equipment
Warranty Policy and Procedure (the "Warranty Policy") in effect at the time,
without charge to the end-user, such service as may be required to fulfill the
provisions of Mita's warranties. For performing such service, Mita will credit
Dealer's parts account for the parts returned, after the Dealer has properly
completed and submitted to Mita the documentation, all as set forth in the
Warranty Policy. Dealer's labor and labor costs are expressly excluded. Dealer
shall only use Mita brand parts when performing service under the Warranty
Policy. After the Warranty period, Dealer agrees to make "per call" and annual
contract service available at industry-wide competitive rates to Dealer's
customers, and any customer who brings or delivers the Facsimile Equipment to
Dealer, no matter where the Facsimile Equipment was purchased.
The Products are warranted to Dealer and end-users only to the extent,
and in accordance with the conditions, set forth in the Warranty Policy. There
are no other warranties on the Products. ANY CURRENT WARRANTY PUBLISHED BY MITA
IS IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY,
INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. MITA SHALL IN NO EVENT BE LIABLE FOR ANY SPECIAL INCIDENTAL
OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THE SALE OF ANY ITEM TO DEALER OR
OTHERWISE.
Mita's liability, if any, shall in all events be limited to repair or
replacement of any defective Products, all to the extent set forth in Warranty
Policy, and Dealer's rights to obtain repair or replacement pursuant to any
such warranty statement shall be the Dealer's sole and exclusive remedy. Without
limiting any of the foregoing, Mita shall incur no liability to Dealer or any
customer of Dealer arising out of any contract or arrangement between Dealer and
any of the customers, unless Mita shall expressly and in writing agree to the
contrary. If Dealer's warranty to the customer is greater than the Mita Limited
Warranty, Dealer shall advise customer that Mita is not responsible for
Dealer's extended warranty.
8. NATIONAL AND GOVERNMENT ACCOUNTS. If Mita requests, Dealer will service
Mita's National and Government Accounts located in Dealer's area, and Mita
agrees to compensate Dealer for such service, and Dealer accepts the
compensation and terms and conditions of Mita's National Account Representative
Program as amended from time to time. Further, Mita in its sole discretion
reserves the right to add or remove Dealer's name from Mita Dealer Service
Locations listed in Mita's Federal Supply Schedule with the General Services
Administration Federal Supply Service (GSA Schedule).
9. RELATIONSHIP OF THE PARTIES. It is expressly understood that Dealer is an
independent contractor and that Dealer has not been granted a franchise. Dealer
will not under any circumstances sign on Mita's behalf any agreements, forms or
other documents. This Agreement will not create a partnership, employment, or
agency relationship between Mita and Dealer, and no act or obligation of either
party shall in any way bind the other except as expressly set forth herein.
Salespeople and other employees utilized by Dealer in connection with its
obligation hereunder will be under the management and control of Dealer and
under no circumstances will be considered employees or agents of Mita.
10. SECURITY INTEREST. Dealer hereby grants Mita, as security for all amounts
now or in the future owed Mita, a continuing security interest in all Mita
products, now owned or hereafter acquired, and the proceeds thereof, as may be
granted under the Uniform Commercial Code in the jurisdiction where Dealer is
located. Dealer agrees to execute a standard security agreement, financing
statements, and any other documents necessary to perfect Mita's security
interest.
11. TRADEMARKS. Dealer acknowledges the validity of the Mita trademarks and
other trade names affixed to the Products, and that such trademarks and trade
names are exclusively owned by Mita or its parent company. Dealer further
acknowledges that considerable time and money have been expended to create the
goodwill associated with the Mita trademarks and that such goodwill belongs to
Mita. Nothing contained herein shall give Dealer any interest or right in the
trademarks or other trade names affixed to the Products except as is expressly
granted herein.
Dealer shall not use the trademarks "MITA" and the "MITA" logo except as
specifically authorized by Mita. Dealer shall not use Mita's trademarks as part
of its corporate, trade, or other business name; or in any manner not approved
or authorized by Mita; or in any manner in which Mita concludes, in its sole
judgement, is confusing or misleading, or reflects negatively on the quality or
goodwill associated with the trademarks or Mita. Dealer shall not alter or
remove the Mita trademarks from any of the Products, or affix any other name or
marks to the Products.
12. ETHICS. Dealer will maintain the highest ethical business standards and
avoid and refrain from being involved in any activities which may in any manner
disparage the Mita name, any of Mita's marks, or the Mita Products. Further, in
the conduct of its business, Dealer will comply with all federal, state and
local laws, rules and regulations.
Dealer shall make no statement which contains representations with
respect to the Products which exceeds the specifications approved in writing by
Mita. Dealer shall not make any false, misleading or deceptive representations
to anyone or engage in any unfair trade practices. Dealer shall be solely
responsible for the actions of its personnel and its sales and service
representatives. Dealer shall indemnify and hold Mita harmless from any and all
liability or damages that may result from a breach of this section.
13. TERMINATION. This Agreement may be terminated by either party upon 120 days'
prior written notice at any time, with or without cause and without liability,
provided that in the event of a material breach by Dealer of the provisions of
this Agreement, Mita may terminate this Agreement effective immediately. After
termination, if the Dealer's account is current, Mita will sell the Dealer parts
and supplies for the Facsimile Equipment at the Mita Dealer prices then in
effect, on a C.O.D. basis, for no less than one year from the date of Dealer's
last purchase of the Facsimile Equipment model to which the parts and supplies
are related. Upon termination of this Agreement, Dealer, at its expense, shall
immediately discontinue the use of, and remove from its business locations,
vehicles, stationery, advertisements, etc., any Mita trademarks authorized under
this Agreement.
14. DELAYS. Mita will not be liable under this Agreement for damages or delays
caused by strikes, vendors, lockouts, accidents, delays in manufacturing, delays
in carriers, acts of God, governmental actions, or any other causes beyond its
control.
15. HEADINGS. The headings in this Agreement are for the convenience of the
parties and shall have no interpretive effect. This Agreement sets forth the
entire understanding of the parties. If it is necessary to bring an action to
enforce this Agreement, Mita shall be entitled to all costs and fees incurred,
including reasonable attorney's fees.
16. ASSIGNMENT. Neither this Agreement nor any interest or right hereunder may
be assigned by either party without the prior written consent of the other
party.
17. NOTICES. Notices required or permitted to be given hereunder shall be
in writing and sent by mail to the principal office of the other party indicated
herein or at such other address as the parties may designate in writing.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
MITA COPYSTAR AMERICA, INC.
IMTEK CORPORATION By /s/ Xxxxx Xxxxxxxxx
--------------------------------- -------------------------------------
(legal name of Dealer) (signature)
By /s/ Xxxxxxx X. Xxxx Xxxxx Xxxxxxxxx, V.P. IDI Division
------------------------------- ----------------------------------------
(signature) (name and title)
Xxxxxxx X. Xxxx, Pres, COO Accepted November 26, 1997
--------------------------------- ----------------------------------------
(name and title) (date of acceptance)
COUNTIES IN THE STATE OF MARYLAND:
Xxxxxxxx Somerset
Dorchester Xxxxxx
Xxxx Wicomico
Queen Anne's Worcester
COUNTIES IN THE STATE OF NORTH CAROLINA:
Camden
Currituck
Dare
Pasquotank
COUNTIES IN THE STATE OF VIRGINIA:
Accomack New Xxxx
Xxxxxxx City Norfolk
Essex Northampton
Gloucester Northumberland
Isle of Wight Rappahannock
Xxxxx City Richmond
King and Queen Surry
Lancaster Sussex
Xxxxxxx York
Middlesex
BRANCH OFFICE LOCATION:
0000 X Xxxxxxxx Xxxxx Xxxx. #000
Xxxxxxxx Xxxxx, XX 00000
Facsimile Equipment Models:
LDC-720
LDC-750
LDC-770
LDC-780
Area of Prime Responsibility:
SEE ATTACHED:
Minimum Sales Goals:
MONTHLY FIGURE:
--------------
$19,367
Branch Locations (if any):
