Exhibit 10.10
XXXXXXXX YARN EQUIPMENT, INC.
000 Xxxxxxxx Xxxx
X.X. Xxx 000000
Xxxxxxxxx, XX 00000
Telephone No. (000) 000-0000 Fax No. 000-000-0000
e-mail: Xxxx@xxxxxxxx.xxx
January 23, 2001
Mr. Jordi Marlasca Martin
Margasa
Xxxxxxxxx, 00
00000 Xxxxxxxxxx xxx Xxxxxx, Xxxxx
Dear Xx. Xxxxxx:
This letter will constitute our agreement for Xxxxxxxx Yarn Equipment, Inc.
("Xxxxxxxx") to act as the exclusive distributor for your equipment in the
United States and Canada, as follows:
1. Appointment: Territory. You hereby appoint Xxxxxxxx as the exclusive
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distributor for Margasa Waste Recycling Equipment for textile and
related equipment in the United States of America and Canada, and their
territories and possessions. Xxxxxxxx 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 July 1, 2001 until June
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30, 2003. Thereafter, the term will be automatically extended for
successive one year periods, unless and until either party cancels this
agreement on nine month's written notice to the other party.
3. Distributor. Xxxxxxxx agrees to act as the exclusive distributor within
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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, Xxxxxxxx will open an irrevocable letter of credit with a
United States bank, payable 60 days after issuance of an on-board xxxx
of lading, F.A.S., Spanish port.
4. Responsibilities of Xxxxxxxx. Xxxxxxxx will actively promote the sale
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of your equipment within the territory.
X. Xxxxxxxx will be responsible for delivering and installing the
equipment, paying any clearance fees, insurance and duties.
Mr. Jordi Marlasca Martin
January 23, 2001
Page 2
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:
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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 Xxxxxxxx employees.
C. You will have technical personnel available to come to the
territory to teach Xxxxxxxx technicians as well as its customers
how to install, service and maintain your equipment.
D. You will indemnify and hold Xxxxxxxx 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 Xxxxxxxx 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 Xxxxxxxx.
6. Exhibitions. Xxxxxxxx agrees to pay for the floor space rental for
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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
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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
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this agreement without the prior written consent of the other party.
9. Independent Contractors. Nothing in this agreement will be construed
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to create an agency agreement between the parties. Xxxxxxxx is an
independent contractor, and accordingly, neither party will be liable
for any debts, accounts, obligations or other
Mr. Jordi Marlasa Xxxxxx
January 23, 2001
Page 3
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
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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.
Sincerely yours, AGREED AND ACCEPTED:
XXXXXXXX YARN EQUIPMENT, INC. MARGASA PROYECIOS E. Ingenieria Textil, SL
By: /s/ Xxxx X. Xxxxxxxx By: /s/Xxxxx Xxxxxxxx Xxxxxx
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Xxxx X. Xxxxxxxx, Vice President Xxxxx Xxxxxxxx Xxxxxx, President
Date: January 24, 2001________________
