AGREEMENT FOR AUTHORIZED SALES REPRESENTATIVES
Exhibit
10.17
AGREEMENT
FOR
AUTHORIZED
SALES REPRESENTATIVES
This
agreement made this day of May 11th 2006, by and between Pioneer Transformers
LTD ("PT") in Xxxxxx, Xxxxxx Xxxxxx, having its principal place of business at
000 xxxxxx Xxxxxxx, Xxxxxx, Xxxxxx, Xxxxxx, and it's Sales
Representative,
Techno-Contact
Inc.
The post
office address of which is:
0000
Xxxxxxxx
Xx-Xxxxxxx,
XX
X0X
0X0
(Hereinafter
called the "Sales Representative").
In
consideration of the covenants and conditions herein contained, PT and the Sales
Representative mutually undertake and agree as follows:
ARTICLE 1 -
DEFINITIONS
As used
herein:
1.1
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The
term "The Territory" shall mean:
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The
Province of Quebec, Canada
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The
term "The Market" shall mean:
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All
electrical generating and electrical distribution utilities, industrials
and electrical distributors.
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Customer
excluded: Hydro-Quebec
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Product
excluded: Liquid Filled Network
Transformers
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1.2
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The
term "PT" shall mean Pioneer Transformers
LTD
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1.3.
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The
term "sales credit" shall mean the value of billed sales acknowledged by
PT to have been procured by the Sales Representative pursuant to the terms
and conditions contained in this Agreement, less any sales taxes, duty,
brokerage, freight, cost of bid bonds or performance
bonds.
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ARTICLE 2 -
APPOINTMENT
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Techno-Contact
is hereby appointed an authorized Sales Representative for PT and is
authorized to solicit orders for PT products within the Territory under
the terms and conditions herein described. It is understood that this
appointment shall be exclusive to both parties for the Territory and
Markets as previously described.
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ARTICLE 3 -
ORDERS
3.1
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Orders
for PT products which have been placed with the Sales Representative shall
be promptly forwarded to PT in Granby, Quebec with a copy to Mississauga,
Ontario for review. Such orders shall not be binding on PT until accepted
by PT in writing or by the issue by PT of an official order
acknowledgment.
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3.2
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PT
reserves the right to reject any order for any reason which it deems
sufficient, including but not limited to, such reasons as failure to
conform to PT's standard terms and conditions of sale, unrealistic
specified delivery dates and unapproved credit of the
purchaser.
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3.3
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The
Sales Representative shall be excluded from entering orders in its own
name to fill customer requirements.
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ARTICLE 4 -
COMMISSIONS
4.1
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PT
shall compute and pay commissions on the value of sales credits earned by
the Sales Representative in accordance with the rates and conditions set
forth in Exhibit A annexed hereto and made a part
hereof.
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4.2
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Sales
credit for sales of PT products and commissions payable thereon shall be
calculated at the end of each month. Commissions shall be paid monthly,
with commission checks being mailed to the Sales Representative's business
address shown on the front page hereof, on or about the fifteenth day of
the month immediately following the month in which the sales credits are
earned and customer invoices paid. If the commission earned during any
given month is less than $100.00, it will be held until a minimum amount
of $100.00 is reached. Hold backs against commissions payable to the Sales
Representative will be made for any overdue unpaid PT
invoices.
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4.3
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Commissions
paid will be net billed sales less taxes, duty, brokerage, freight, cost
of bid bonds or performance bonds.
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ARTICLE 5 - MARKETING
ASSISTANCE
5.1
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PT
shall furnish the Sales Representative
with:
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5.1.1
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Reasonable
quantities of bulletins and such promotional aids as catalogs, circulars
and technical information, and other publications which PT may have
available for distribution in connection with the sale of PT products.
There shall be no charge for the material furnished pursuant to this
article 5.1.1. The Sales Representative's use of the aforementioned
materials shall be subject to the terms, conditions and limitations of
this Agreement.
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5.1.2
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Quotations,
proposals, customer visits, trade show participation, seminar programs or
special advice as may from time to time be requested by the Sales
Representative for the purpose of satisfying customer needs and government
requirements.
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ARTICLE 6 - SALES
EFFORT
6.1
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The
Sales Representative shall use its best efforts to promote the sale and
use of, and to secure orders for PT products within the Territory and
Market, so as to create the largest volume of profitable business for PT
commensurate with the opportunities therefore. The Sales Representative
shall promote the goodwill and name of PT, and do everything within its
capabilities to further the interest of PT, its name and PT products
including participation in trade shows, seminar programs and all sales
activities undertaken by PT. It shall endeavor to provide PT with timely
feedback on all major tenders. It shall assist PT in furnishing or
obtaining, on request, information as to credit standing of purchasers or
prospective purchasers of PT
products.
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6.2
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The
Sales Representative shall faithfully observe and comply with F'T standard
policies and procedures where applicable, when soliciting orders for P1
products or otherwise handling PT business under this
Agreement.
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ARTICLE 7 - COMPETITIVE
CLAUSE
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During
the term of this Agreement, the Sales Representative shall not directly or
indirectly handle, deal or become interested in the manufacture, marketing
or selling of products which are similar in kind, character and/or use to
PT products. The Sales Representative shall not directly or indirectly,
provide any competitor of PT with PT product bulletins, special advices,
PT products or other similar information and material which May be of
competitive value.
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ARTICLE 8 - PROPERTY OF
PT
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Any
property of PT received by the Sales Representative shall be and remain
the property of PT and, upon request, shall be returned, in as good
condition as when received, ordinary wear and tear excepted. All records
or papers of any kind relating to PT's business shall be and remains the
property of PT and shall be surrendered to PT upon demand or termination
of this Agreement.
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ARTICLE 9 - LIMITATION OF
POWER
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The
Sales Representative's authority to act as a representative of PT is
strictly limited to those powers expressly conferred herein. The Sales
Representative shall have no authority nor shall it hold itself out, as
having such to make contracts in the name of or binding on PT, pledge' PT
credit or to extend credit in its name. Furthermore, the Sales
Representative shall not use the initials "PT" or PT's registered trade
names or registered trade marks unless expressly approved by PT in
writing.
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ARTICLE 10 -
SEVERABILITY
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Should
any of the provisions contained herein contravene or be invalid under the
laws of Canada and or the province or other jurisdiction where it is to be
performed, the validity of the remaining portions or provisions hall not
be affected thereby.
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ARTICLE 11 -
GOVERNING
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This
Agreement shall be construed in and according to the laws of the Province
of Quebec, Canada.
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ARTICLE 12 -
DURATION
12.1
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This
Agreement shall become effective on the date first above written and shall
continue thereafter in full force and
effect.
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12.2
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Either
party may terminate this Agreement at will without cause by giving the
other party three (3) month written notice of its intention to
terminate.
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12.3
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In
the event of a termination of this Agreement, commissions in accordance
with Exhibit A will be paid on all orders shipped after the termination
date. Any quotations for PT products that have not been ordered prior to
the termination date will not be honored by PT and no commission shall be
owing or payable with respect
thereto.
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12.4
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Nothing
in article 12.3 above shall be deemed to entitle the Sales Representative
to sales credit other than that to which it would be entitled under
Article 4 hereof.
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12.5
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If
at any time hereafter, either of the parties hereto shall fail to perform
to the terms, covenants and conditions hereof at the time and in the
manner herein provided, then the other party may forthwith cancel and
terminate this Agreement by giving the other party written notice of its
election to so cancel and terminate this Agreement and such cancellation
and termination shall become effective upon the mailing or delivery of
such notice, whichever occurs the earliest. This right to cancel and
terminate shall be in addition to any other remedies available hereunder
or at law.
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ARTICLE 13 -
NOTICES
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Any
notice required under this Agreement shall be given in writing addressed
to the respective party at the address indicated on the front page hereof,
or at such other address as the respective party may, from time to time,
hereafter designate in writing.
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ARTICLE 14 - CONTRACT
ADMINISTRATION
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This
Agreement shall be administered on behalf of PT by its Marketing &
Sales Department in Mississauga. All questions concerning this Agreement
or PT policy and procedure should be directed to the said Department at
000 Xxxxxxx Xxxx, Xxxxxx Xxxxxx, Xxxxxx X0X 0X0. Attention: Xxxxxxx
Xxxxxx, V.P. Operations.
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ARTICLE 15 - ENTIRE
AGREEMENT
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This
Agreement constitutes the only agreement between the parties and
supersedes all previous communications, representations or agreements,
whether oral or written, with respect to the subject matter hereof. No
modification of or amendment to this Agreement shall be binding upon the
parties hereto unless in writing and duly executed by both
parties.
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In
Witness Whereof, the parties have executed this Agreement in duplicate on
the dates indicated.
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Sales
Agency
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Principal
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Techno-Contact Inc.
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Pioneer Transformers LTD
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By: /s/
Xxxxxxxx Xxxxx
ing.
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By: /s/ Xxxxxxx
Xxxxxx
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Xxxxxxxx Xxxxx ing | Xxxxxxx Xxxxxx |
Date: May
11th
2006
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Date: May
10, 20006
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EXHIBIT
A
Pioneer
Transformers LTD. Representative Commission Scale.
INDIVIDUAL ORDER VALUE | COMMISSION RATE* |
Up
to $200,000
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4%
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$200,001
to $500,000
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$8,000
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plus
3.0% on the amount over
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$200,000
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$500,001
to $1,000,000
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$17,000
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plus
2% on the amount over $500,000
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$1,000,001
and more
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$27,000
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plus
1% on the amount over
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$1,000,000
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On long
term contracts, the commission rate for the monthly shipments is based on the
total annual dollar value shipped.
1) If
to obtain an order it becomes necessary for PT to make a reduction in price that
would otherwise apply, or to make some concession involving extra cost, PT may,
prior to acceptance of such an order, request of the Representative that the
commission payable thereon be negotiated to reflect the special circumstances
involved with the order. In such cases, the commission rate specified above
shall not apply.
2) For
the purpose of determining the size of any order, any proposal to one customer
for similar types of material with a common closing date that results in one or
more purchase orders to facilitate accounting and/or shipments to different
locations are considered to be one total order for the aggregate Value of the
different parts.
3) Orders
with different closing dates but grouped together by the customer at time of
purchase in order to obtain a value or volume discount will be treated as one
order for the total value of the order.