SPEIZMAN YARN EQUIPMENT, INC.
000 Xxxxxxxxx Xxxxx, Xxxxx X
P. O. Box 6351
Spartanburg, SC 29304 USA
June 15, 1999
Xx. Xxxxxxxxxx Xxxxxxx
Meccanica Carresi
Xxx Xxxxxx Xxxx, 00/x
00000 Xxxxxxxxxx Xxxxxxxxxxx
(Xxxxxx)
XXXXX
Dear Xx. Xxxxxxx:
This letter will constitute our agreement for Speizman Yarn Equipment, Inc.
("Speizman") to act as the exclusive distributor for your equipment in the
United States and Canada, as follows:
1. APPOINTMENT: TERRITORY. You hereby appoint Speizman as the exclusive
distributor for Meccanica Carresi for textile and related equipment in
the United States of America and Canada, and their territories and
possessions. Speizman hereby accepts such appointment and agrees to
represent your interests in accordance with the terms of this
agreement.
2. TERM. The term of this agreement will last from this date until
December 31, 1999. Thereafter, the term will be automatically extended
for successive one year periods, unless and until either party cancels
this agreement on six month's written notice to the other party.
3. DISTRIBUTOR. Speizman agrees to act as the exclusive distributor within
the territory for the said equipment manufactured by you. It will
purchase the equipment from you for resale on its own account. For each
purchase, Speizman will open an irrevocable letter of credit with a
United States bank, payable 60 days after issuance of an on-board bill
of lading, F.A.S., Italian port.
4. RESPONSIBILITIES OF SPEIZMAN. Speizman will actively promote the sale
of your equipment within the territory.
X. Xxxxxxxx will be responsible for delivering and installing the
equipment, paying any clearance fees, insurance and duties.
X. Xxxxxxxx will be responsible for training personnel and advertising
within the territory.
X. Xxxxxxxx will maintain a reasonable amount of spare parts in the
territory.
5. YOUR RESPONSIBILITIES. Your responsibilities include the following:
A. You will supply equipment that meets the electrical and safety
standards of the United States and Canada.
B. You will have available English speaking people in your technical,
commercial and parts departments to communicate directly with
Speizman employees.
C. You will have technical personnel available to come to the territory
to teach Speizman technicians as well as its customers how to
install, service and maintain your equipment.
D. You will indemnify and hold Speizman harmless from and against all
claims that the equipment infringes any United States or Canadian
patent, including reasonable attorney's fees and expenses; provided,
however, that Speizman will give you prompt written notice of any
such claim, will not settle such claim without your prior consent,
and will cooperate with you in defense or settlement thereof,
without expense to Speizman.
6. EXHIBITIONS. Speizman agrees to pay for the floor space rental for your
equipment at local exhibitions within the territory. You agree to pay
for the floor space rental, as well as the expense of erection,
delivery and installation of your equipment at international
exhibitions which are held within the territory. "Local exhibitions"
include only those which deal with only potential customers from the
United States and Canada. "International exhibitions' all other textile
exhibitions which include potential customers from outside the
territory.
7. NOTICES. Any notice required to be given under this agreement will be
sent by the most expeditious means available paid by sender, to the
addresses shown at the beginning of this letter agreement, or to such
other address as either party may hereinafter designate in writing by
the same method of notice.
8. ASSIGNMENT. Neither party may assign its rights or obligations under
this agreement without the prior written consent of the other party.
9. INDEPENDENT CONTRACTORS. Nothing in this agreement will be construed to
create an agency agreement between the parties. Speizman is an
independent contractor, and accordingly, neither party will be liable
for any debts, accounts, obligations or other
liabilities or torts of the other party, or its agents or employees,
except as this agreement may otherwise expressly provide.
10. CONSTRUCTION. This agreement will be construed in accordance with the
laws of North Carolina, United States of America. The parties
acknowledge the jurisdiction of courts sitting therein to resolve any
disputes which may arise hereunder.
If any provision of this agreement is found to be unenforceable, the validity of
the other provisions will not be affected. This letter contains the entire
agreement of the parties. It may be modified only by a written agreement signed
by each party. The waiver by either party of any breach by the other party of
any provision herein will not be deemed to be a waiver of any later or other
breach of this agreement.
We look forward to working with you and to a successful venture together. If the
foregoing accurately represents our mutual intent, please sign and return the
enclosed copy of this letter.
AGREED AND ACCEPTED: Sincerely yours,
MECCANICA CARRESI SPEIZMAN YARN EQUIPMENT, INC.
By: /s/ Xxxxxxxxxx Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx, President
------------------------ ---------------------------------
Date July 15, 1999
