DISTRIBUTION & AGENCY
AGREEMENT
ENTERED INTO & BETWEEN:
FinnCo Manufacturing
&
21st Century Technologies, Inc.
INDEX
1. Parties
2. Definitions
Distribution Agreement
1. Introduction
2. Price and Payment
3. Delivery, Title and Risk
4. Representation and Warranty
5. Term and Termination
6. Product Tampering
7. Applicable Law and Jurisdiction
8. Whole Agreement
9. Domicilium Et Executandi
10. Schedule "A'
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Distribution & Agency Agreement
MEMORANDUM OF AGREEMENT
Article 1 Parties
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1.1 The parties to this agreement are:
1.1.1 21st Century Technologies, Inc.
(hereinafter referred to as the "Distributor" and the "Principle")
1.1.2 FinnCo Manufacturing
(hereinafter referred to as the "Manufacturer")
Article 2 - Definitions
-----------------------
In this agreement and any appendixes thereto, unless inconsistent with or
otherwise indicated by the context:
The "Distributor" means 21st Century Technologies, Inc, being a public
company organized under the laws of The State of Nevada. Having its
registered Office at 0000 Xxxx Xxxx 000 Xxxxx, Xxxx Xxxxx, XX, 00000, XXX.
The "Manufacturer" FinnCo Manufacturing being a private company with
limited liability, incorporated and registered under the laws of South Africa.
Having its registered office at Xxxx 00, 00 Xxxxxxxx Xxxx, Xxxxxxxx, Xxxxx
Xxxxxx.
The "Tire Sealant" Means a Mono-Ethylene Glycol & water based product, used
to prevent punctures in tubed and tubeless tires, as produced by the
manufacturer.
The "Area Of Distribution" In relation to the distributor is:
(I) USA
(II) Canada
(III) Caribbean
(IV) India
(V) Mexico
The "Effective Date" is October 15, 1999
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Distribution & Agency Agreement
Article 3 - Introduction
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3.1 The manufacturer has developed a tire sealant/ repair gel, and has
knowledge which may be beneficial to the distributor, in both sales &
marketing of the above mentioned products.
3.2 The manufacturer has appointed the distributor as the exclusive
distributor of the products for the territories listed in Article 2.
3.3 The manufacturer has agreed to manufacture the tire sealant/ repair gel
in an unbranded form, which is to be distributed by the distributor under any
brand name.
DISTRIBUTION AGREEMENT
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Article 4 Orders
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4.1 Subject to the terms of this agreement, the manufacturer agrees to sell
to the distributor such quantities that the distributor may require for the
sales and distribution of bottled product, bulk product and self-repairing
bicycle inner tubes.
4.2 The distributor shall place an annual minimum order (as stipulated in
Schedule A) with the manufacturer. These orders will be collected from the
manufacturer's factory by the distributor's appointed shipping company. The
order will be placed complete with payment as specified in Article 5.
4.3 The distributor agrees that it will offer the manufacturer the first
right of supply for all its puncture repair requirements for the duration of
this period. By right of supply, it is implied that the distributor will
invite the manufacturer to propose a solution to any of its new puncture
repair requirements, and, if the solution is effective, the distributor and
manufacturer will in good faith enter into negotiations for the supply of the
product in question. The distributor agrees that it will not, during a
reasonable time period, while the manufacturer is investigating the
distributors requirements, and while supply negotiations are in progress,
seek to source, supply from a third party manufacturer.
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Distribution &Agency Agreement
Article 5- Prices and Payment
------------------------------
5.1 The agreed purchase price per item is detailed in Schedule "A". The
initial purchase price referred to in article 5.1 is the product price, which
will be maintained for 12 (TWELVE) months from the date of this agreement.
The manufacturer will inform the distributor of any price revisions 3 (THREE)
months prior to the end of this 12 month period and 3 (THREE) months prior to
each calendar year thereafter.
If any unrealistic price increase makes it economically unfeasible for the
Distributor to continue, this agreement will be terminated.
5.2 Invoice payment is made as per our standard trading terms: 50 (FIFTY)
percent of total invoice amount is payable upon order, the remaining fifty
percent is payable upon presentation of the "Shipped On Board" documentation.
Upon receipt of cleared funds, the original "Shipped On Board" documentation
will be "FEDEXED" to the Fort Worth offices.
Article 6 - Delivery, Title and Risk
------------------------------------
6.1 Deliveries of the product are made Ex-Works Dunswart, South Africa.
6.2 Title and ownership shall pass to the distributor upon receipt of full
payment.
6.3 Physical product risk shall pass to the distributor upon collection of
the products at the manufacturer's factory by the appointed shipping company.
Article 7 - Representation and Warranty
---------------------------------------
7.1 The manufacturer represents and warrants that it shall have full title
and ownership of all products prior to the sale and delivery of said products
to the distributor, and that the products shall comply to all predetermined
product specifications.
7.2 The manufacturer guarantees that the product will be produced in
compliance of the relevant standards at all times.
7.3 In the event that a product fails to meet with the product
specifications, the manufacturer will, at its option, either replace the
defective product with product that meets specifications or refund the
invoiced price to the distributor. Product liability to the distributor for
any fault or negligence proven shall in no event exceed the invoice amount of
the delivered product plus 50% of the shipping cost to replace the defective
product.
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Distribution & Agency Agreement
Article 8 Term and Termination.
-------------------------------
8.1 This agreement shall become effective upon the signatory date. This
agreement shall have an initial period of 10 (TEN) years. At least six months,
before the initial period expires, the parties shall negotiate in good faith
the terms and conditions for an extension to this agreement. During this
negotiation both parties are under the obligation to propose reasonable terms
and conditions with the intent to extend this agreement.
8.2 This agreement may not be unilaterally terminated before the expiration
of its, term, whether initial or extended, except in the event of a material
breach of agreement, which is not rectified within thirty days of the receipt
of written notice thereof from the non-defaulting party.
8.3 The distributor shall be entitled to terminate this agreement without
payments or compensation being due, but with a notice period of six months,
should one of the following events occur:
(i) The distributor is liquidated
(ii) The manufacturer is liquidated.
8.4 The manufacturer shall be entitled to terminate this agreement without
payments or compensation being due, but with a notice period of six months,
should one of the following events occur
(i) The distributor is liquidated
(ii) The manufacturer is liquidated.
Article 9 Product Tampering
-----------------------------
9.1 The distributor shall sell and distribute the manufacturer's products
as received and shall not alter, remove or add any chemicals or liquids to the
product.
9.2 The distributor is not entitled to conduct any chemical research or
laboratory testing of the manufacturer's products without written consent
from the manufacturer.
Article 10 Applicable Law and Jurisdiction
---------------------------------------------
10.1 This agreement is construed and shall be interpreted in accordance
with the laws of South Africa. All disputes arising in connection with this
agreement, or further agreements arising therefrom, shall be finally settled
in accordance with the Rules of the South African Arbitration Institute.
Article 11 Whole Agreement
----------------------------
11.1 This agreement embodies the entire undertaking of the parties. There
are no promises, terms, conditions or obligations, oral or written, expressed
or implied other than those contained herein.
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Distribution & Agency Agreement
Article 12 DOMICILIUM CITANDI ET EXECUTANDI
The parties hereto choose as domicilium citandi at executandi for all
notices and the services of all processes the following addresses:
The Manufacturer Xxxx 00, 00 Xxxxxxxx Xxxx, Xxxxxxxx,
Xxxxx Xxxxxx.
The Distributor 0000 Xxxx Xxxx 000 Xxxxx, Xxxx Xxxxx, XX,
00000, XXX
Any notice of change of address must be given in writing by the party
concerned and delivered by registered mail to the other party. Addresses in
terms of this article must be physical addresses and not postal addresses.
Xxx Xxxxxx, for and on behalf of 21st Century Technologies, Inc.
SIGNED at Dunswart, South Africa on the 15 day of October 1999.
Witnesses:
1. /s/ signature illegible /s/ Xxxxxxxx Xxxx
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2. /s/ signature illegible Xxxxxxxx Xxxx, for and on behalf
------------------------ Of FinnCo Manufacturing
Singed at Boksburg, South Africa on the 17 day of October 1999
Witnesses:
1. /s/ Xxxxx Xxxxxx /s/ Xxx Xxxxxx
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Xxx Xxxxxx, for and on behalf
of 21st Century Technologies, Inc.
2. /s/ signature illegible
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Distribution & Agency Agreement
Schedule "A"
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1. Pricing
1.1 Bottles - non-branded - complete with a metal valve tool and
filler pipe. Liquid blue in color. Price US1.04
1.2 Inner tubes pre treated with sealant. Non-branded, packaged
loose. Price US1.645
1.3 Bulk product non-branded. Packaged in twenty-five liter drums.
Price US1.70/ liter + US3.50 drum deposit
2. Minimum Annual Order
2.1 As per the July 1999 meeting and the letter dated Monday, July
12, 1999. The above mentioned pricing was offered subject to a
minimum order of one twenty-foot container every three months.