1
EXHIBIT 8.2
STOCKING DISTRIBUTOR AGREEMENT
BETWEEN
AMERICAN ACCESS TECHNOLOGIES, INC.
AND
ANIXTER, INC.
THIS AGREEMENT ("Agreement") is made and entered into this 12th day of
March, 1997, between American Access Technologies, Inc. ("Seller") and Anixter,
Inc. ("Distributor").
1. PURPOSE
This Agreement sets forth terms whereby Distributor may purchase Products from
Seller for resale to its customers within the United States of America. This
territory shall extend to Canada and Mexico at such time as seller shall release
its products for sale in such countries.
2. PRICE, PAYMENT, AND REBATE PROGRAM
a) The prices for the Products covered by this Agreement shall be as set
forth in Exhibit "A" attached hereto. Based upon the intention of
Distributor to purchase a minimum of at lease Ten Thousand (10,000)
zone cabling termination cabinets during the next twelve months after
execution of this agreement, the Distributor will be entitled to a
twenty (20%) discount from the list price of the product as well as
other options covered under other agreements. Seller will give
Distributor 30 days advance notice of price changes but will recognize
current pricing on Distributor's outstanding bids scheduled for
delivery after the effective date of price changes. Distributor will
advise seller, in writing and within ten (10) days of notice of price
change a list of outstanding bids in order to receive current pricing.
b) Products will be paid for within forty five (45) days of shipment to
Distributor. Any unpaid invoices after such date will be subject to
interest at 18% per annum until paid.
3. DELIVERY
Each purchase order issued by Distributor will specify a delivery date. If a
delivery date specified in the purchase order cannot be met, Seller will advise
Distributor as soon as possible after receipt of the order and a new delivery
date will be agreed upon.
4. NEW PRODUCTS
Distributor and Seller agree that it is their intent to work toward a long-term
relationship for development and marketing of new Products. Seller agrees that
as long as Distributor performs well under this Agreement, Seller will continue
to bring new Products to Distributor for distribution consideration. Seller
warrants and represents to Distributor that any new products
2
developed for distribution will be made available for review and stocking under
same terms and conditions.
5. RESALE
Distributor has the right to resell the Products anywhere in the United States
at whatever price is determined to be appropriate by Distributor. However,
should Seller wish to market its products outside the United States, Distributor
will be granted an opportunity to distribute our products.
6. TRAINING AND VALUE ADDED PROGRAM
a) Seller will provide training and support to Distributor for its
Products as long as this Agreement is in force. Upon request, Seller will
assist Distributor in the sale of Seller's Products to end users.
b) Seller has established a Value Added Program (YAP) whereby it will
train and certify selected contractors/technicians on the installation and
marketing of our products. This program includes a rebate program for
including our products in the specifications of future jobs and a rebate
for purchase of our products.
7. PRICE AND PRODUCT PROTECTION
a) Seller reserves the right to change prices at any time and agrees to
give Distributor thirty (30) days written notice of any such change. In the
event that Seller lowers its prices or alters the discounts available to
distributors, Distributor shall have the right to request price protection
for Products in Distributor's inventory. Upon such request, Seller will
grant a credit to Distributor in a amount equal to the difference between
the price paid and the new price (including additional discounts) for each
such Product in Distributor's inventory. All unshipped product will be
billed at the lower cost.
b) Seller agrees to provide Distributor with price change information no
less than thirty (30) days in advance of the effective date, which should
be sent directly to Distributor Inventory Management, attention Standard
Cost Group. Seller will submit required pricing information in an ASCII
Text, Tab delimited format. Distributor will provide the required pricing
file layout to Seller's designated point of contact who should be
responsible to address questions on pricing and/or file layout.
8. INVENTORY ADJUSTMENT PROCEDURE
In order to maintain a current stock of products, Distributor shall have the
right to to take stock once every quarter by returning Products in its inventory
to Seller for replacement with other Seller Products of Distributor choosing;
provided however, that the aggregate price of the replacement Products is equal
to the price of the original Products returned, and that the returned Products
are in new and unused condition. All shipping costs relating to the rotation of
Products will be borne by Distributor. Distributor shall be entitled to return
for full credit all
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unsold items, included in its first order from seller, after such merchandise
has been unsold for six (6) months. On all other orders, there shall be a twenty
(20%) percent restocking fee payable by Distributor.
9. WARRANTY
a) Seller's Products are warranted under normal use to be free from any
and all defects in design, materials and workmanship; to conform strictly
to the specifications and approved samples and to be fit and sufficient for
the purpose intended by the Seller for a period of one year from the date
of sale to the end user or such longer period as may be specified in
Seller's warranty from time to time.
b) Seller agrees to repair or replace, without charge, any part or
Product proven to be defective within the warranty period. Seller will pay
all shipping and delivery charges for warranty returns from Distributor.
This warranty shall be null and void in the event of misuse, accident,
alteration or unauthorized repair made to the Products. This warranty is
standard for all Seller's Products and any exceptions shall be stated in
writing to Distributor. This repair/replacement policy is the sole and
exclusive remedy for breach of any warranty herein and seller shall not be
responsible for any consequential damages.
c) Seller's Products and shipping cartons will have the product's serial
number written and bar coded. Distributor will be able to ship replacement
units from stock and return end user's defective Products for credit.
Warranty credit returns through Distributor will not be included in stock
rotation allotments. Seller will provide Distributor with a predetermined
supply of technical manuals and support materials for all applicable
Products. Seller will update Distributor's warranty department on any
noncontractual changes to their warranty policies and procedures. Seller
shall have a single point of contract for warranty issues.
d) Seller will require factory authorization before allowing the return
of any material. This includes incorrect merchandise, overshipments, or
defective equipment. Material sent without authorization will be returned
to sender.
e) Newly received merchandise, which is defective, will be corrected
through warranty by Seller.
10. OUT-OF-WARRANTY REPAIR
Seller agrees to repair units which are out of the warranty period for actual
cost of repairs not to exceed 50% of current suggested list price. The end user
will pay all shipping and delivery charges both ways for repairs out of
warranty. Seller agrees to maintain this repair service for Distributor's
customers for a period of at least two (2) years after termination of this
Agreement.
11. TRADEMARKS AND COPYRIGHTS
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Seller hereby assigns to Distributor the right to use its trademarks and
copyrights for the sale of each product covered during the life of this
Agreement.
12. MANUFACTURING
Distributor agrees that it has no manufacturing rights to any Products under
this Agreement and that any technical or business information provided to
Distributor will be used solely for the purpose of selling and supporting those
Products.
13. INDEMNITIES
Anything herein to the contrary notwithstanding, Seller shall protect, defend,
hold harmless, and indemnify Distributor from and against any and all claims,
actions, liabilities, losses, costs, damages, and expenses (a) arising out of
any actual or alleged infringement of any U.S. or foreign patent, copyright or
trademark by any product sold to Distributor hereunder, or any unfair
competition involving such Products, or (b) arising out of any actual or
alleged death of or injury to any person, damage to any property, or any other
damage, loss, cost or expense, by whomsoever suffered, resulting or claimed to
result in whole or in part from the use of any such Products, any actual or
alleged defect in such Products, whether latent or patent, including actual or
alleged improper construction or design of such Products or the failure of such
Products to comply with specifications or with any express or implied
warranties, or (c) arising out of any actual or alleged violation by any such
Products, or their manufacture, possession, use or sale, or any law, statute or
ordinance or any governmental administrative order, rule, or regulation.
14. INSURANCE
Seller shall obtain and maintain, at its expense, a policy or policies of
Product Liability Insurance, with Broad Form Vendor's Endorsement naming
Distributor, in such amounts and in such companies and containing such other
provisions which shall be satisfactory to Distributor, covering Products sold
to Distributor hereunder. All such policies shall provide that the coverage
thereunder shall not be terminated without at least thirty (30) days prior
written notice to Distributor. Certificates of Insurance shall be provided to
the Distributor upon request.
15. TERMINATION
This agreement is for a term of one year and is automatically renewed each year
thereafter unless either party gives written notice of its intent to cancel the
arrangement. The cancellation notice must be given to the other party at least
thirty (30) days before the anniversary date of this agreement. In the event of
termination, the provisions of Section 8 shall apply to Distributor's returning
inventory.
17. FORCE MAJEURE
Neither party shall be liable for any delays in performance caused by acts of
God, civil or military authority, fires or other circumstances beyond their
reasonable control.
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18. ENTIRE AGREEMENT
This is an entire agreement incorporating any and all verbal agreements and any
future modification, adjustments, additions, and/or changes shall be made in
writing, executed by both parties. All terms of Distributor's purchase orders,
except the quantity ordered and shipping addresses, shall be null and void and
superceded by this agreement.
19. ARBITRATION
Parties agree that should any dispute arise in the administration of this
agreement, that the dispute shall be resolved through arbitration under the
rules of the American Arbitration Association, with its location in Orange
County, Florida.
20. NOTICES
Notices required under this agreement shall be dispatched, postage prepaid as
follows:
Seller: American Access Technologies, Inc.
000 X. Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxx Xxxxxxx, Xxxxxxx, 00000
Distributor: Anixter, Inc.
0000 Xxxx Xxxx
Xxxxxx, Xxxxxxxx, 00000
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
written below.
By: /s/ Xxxx X. Schniru By: /s/
------------------------------- --------------------------------
Title: Marketing Manager Title: CFO
---------------------------- -----------------------------
Company: Anixter, Inc. Company: American Access
Technologies, Inc.
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EXHIBIT "A"
AMERICAN ACCESS TECHNOLOGIES, INC.
Schedule of Product Pricing
STOCKING DISTRIBUTORS
Effective 1-96
ZCTC 1024 Zone Cable Termination Cabinet
------------------------------------------------------------------
UNITS ORDERED
--------------------------- UNIT SALES
FROM TO LIST DISCOUNT PRICE
------------------------------------------------------------------
List Price $550.00
Units 10,000 20.00% 440.00
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STOCKING DISTRIBUTOR AGREEMENT
BETWEEN
AMERICAN ACCESS TECHNOLOGIES, INC.
AND
CED - AMERICAN ELECTRIC, INC.
THIS AGREEMENT ("Agreement") is made and entered into this 6th day of
March, 1997, between American Access Technologies, Inc. ("Seller") and CED -
American Electric, Inc. ("Distributor").
1. PURPOSE
This Agreement sets forth terms whereby Distributor may purchase Products from
Seller for resale to its customers within the United States.
2. PRICE, PAYMENTS, AND REBATE PROGRAM
a) The prices for the Products covered by this Agreement shall be as set
forth in Exhibit "A" attached hereto. Distributor subscribes to purchase a
minimum of at lease Eight Thousand (8,000) zone cabling termination
cabinets during the next twelve months after execution of this agreement.
At this level of commitment, the Distributor will be entitled to a twenty
(20%) discount from the list price of the product.
b) Products will be paid for within thirty (30) days of shipment to
Distributor.
c) Distributor shall submit current financial statements on the company
prepared in accordance with Generally Accepted Accounting Principles for
approval by the Seller prior to first order submitted under this agreement.
Distributor, agrees to promptly inform Seller of any changes to financial
condition while this agreement is in force.
3. DELIVERY
Each purchase order issued by Distributor will specify a delivery date. If a
delivery date specified in the purchase order cannot be met, Seller will advise
Distributor as soon as possible after receipt of the order and a new delivery
date will be agreed upon.
4. NEW PRODUCTS
Distributor and Seller agree that it is their intent to work toward a long-term
relationship for development and marketing of new Products. Seller agrees that
as long as Distributor performs well under this Agreement, Seller will continue
to bring new Products to Distributor for distribution consideration. Seller
warrants and represents to Distributor that any new products developed for
distribution will be made available for review and stocking under same terms and
conditions.
8
5. RESALE
Distributor has the right to resell the Products anywhere in the United States
at whatever price is determined to be appropriate by Distributor. However,
should Seller wish to market its products outside the United States, Distributor
will be granted an opportunity to distribute our products.
6. TRAINING AND VALUE ADDED PROGRAM
a) Seller will provide training and support to Distributor for its
Products as long as this Agreement is in force. Upon request, Seller will
assist Distributor in the sale of Seller's Products to end users.
b) Seller has established a Value Added Program (YAP) whereby it will
train and certify selected contractor/technicians on the installation and
marketing of our products. This program includes a rebate program for
including our products in the specifications of future jobs and a rebate
for purchase of our products.
7. PRICE AND PRODUCT PROTECTION
a) Seller reserves the right to change prices at any time and agrees to
give Distributor thirty (30) days written notice of any such change. In the
event that Seller lowers its prices or alters the discounts available to
distributors, Distributor shall have the right to request price protection
for Products in Distributor's inventory. Upon such request, Seller will
grant a credit to Distributor in a amount equal to the difference between
the price paid and the new price (including additional discounts) for each
such Product in Distributor's inventory. All unshipped product will be
billed at the lower cost.
b) Seller agrees to provide Distributor with price change information no
less than thirty (30) days in advance of the affective date, which should
be sent directly to Distributor Inventory Management, attention Standard
Cost Group. Seller will submit required pricing information in an ASCII
Text, Tab delimited format. Distributor will provide the required pricing
file layout to Seller's designated point of contact who should be
responsible to address questions on pricing and/or file layout.
8. INVENTORY ADJUSTMENT PROCEDURE
In order to maintain a current stock of products, Distributor shall have the
right to take stock once every quarter by returning Products in its inventory
to Seller for replacement with other Seller Products of Distributor choosing;
provided however, that the aggregate price of the replacement Products is equal
to the price of the original Products returned, and that the returned Products
are in new and unused condition. All shipping costs relating to the rotation of
Products will be borne by Distributor. During the first six (6) months of this
distributor agreement is in effect, there will be no restocking charge for our
products; thereafter there will be a fifteen (15%) restocking fee assessed.
9
9. WARRANTY
a) Seller's Products are warranted under normal use to be free from any
and all defects in design, materials and workmanship; to conform strictly
to the specifications and approved samples and to be fit and sufficient for
the purpose intended by the Seller for a period of one year from the date
of sale to the end user or such longer period as may be specified in
Seller's warranty from time to time.
b) Seller agrees to repair or replace, without charge, any part or
Product proven to be defective within the warranty period. Seller will pay
all shipping and delivery charges for warranty returns from Distributor.
This warranty shall be null and void in the event of misuse, accident,
alteration or unauthorized repair made to the Products. This warranty is
standard for all Seller's Products and any exceptions shall be stated in
writing to Distributor.
c) Seller's Products and shipping cartons will have the product's serial
number written and bar coded. Distributor will be able to ship replacement
units from stock and return end user's defective Products for credit.
Warranty credit returns through Distributor will not be included in stock
rotation allotments. Seller will provide Distributor with a predetermined
supply of technical manuals and support materials for all applicable
Products. Seller will update Distributor's warranty department on any
noncontractual changes to their warranty policies and procedures. Seller
shall have a single point of contract for warranty issues.
d) Seller may require factory authorization before allowing the return of
any material. This includes incorrect merchandise, overshipments, or
defective equipment. Material sent without authorization may be returned to
sender.
e) Newly received merchandise, which is defective, will be corrected
through warranty by Seller.
10. OUT-OF-WARRANTY REPAIR
Seller agrees to repair units which are out of the warranty period for actual
cost of repairs not to exceed 50% of current suggested list price. The end user
will pay all shipping and delivery charges both ways for repairs out of
warranty. Seller agrees to maintain this repair service for Distributor's
customers for a period of at least two (2) years after termination of this
Agreement.
11. TRADEMARKS AND COPYRIGHTS
Seller hereby assigns to Distributor the right to use its trademarks and
copyrights for the sale of each product covered during the life of this
Agreement.
10
12. MANUFACTURING
Distributor agrees that it has no manufacturing rights to any Products under
this Agreement and that any technical or business information provided to
Distributor will be used solely for the purpose of selling and supporting those
Products.
13. INDEMNITIES
Anything herein to the contrary notwithstanding, Seller shall protect, defend,
hold harmless, and indemnify Distributor from and against any and all claims,
actions, liabilities, losses, costs, damages, and expenses (a) arising out of
any actual or alleged infringement of any U.S. or foreign patent, copyright or
trademark by any product sold to Distributor hereunder, or any unfair
competition involving such Products, or (b) arising out of any actual or alleged
death of or injury to any person, damage to any property, or any other damage,
loss, cost or expense, by whomsoever suffered, resulting or claimed to result in
whole or in part from the use of any such Products, any actual or alleged defect
in such Products, whether latent or patent, including actual or alleged improper
construction or design of such Products or the failure of such Products to
comply with specifications or with any express or implied warranties, or (c)
arising out of any actual or alleged violation by any such Products, or their
manufacture, possession, use or sale, of any law, statute or ordinance or any
governmental administrative order, rule or regulation.
14. INSURANCE
Seller shall obtain and maintain, at its expense, a policy or policies of
Product Liability Insurance, with Broad Form Vendor's Endorsement naming
Distributor, in such amounts and in such companies and containing such other
provisions which shall be satisfactory to Distributor, covering Products sold to
Distributor hereunder. All such policies shall provide that the coverage
thereunder shall not be terminated without at least thirty (30) days prior
written notice to Distributor. Certificates of Insurance shall be provided to
the Distributor upon request. Nothing contained herein would make Distributor
responsibility for misuse or improper installation by any third party of
products distributed under this agreement.
15. TERMINATION
This agreement is for a term of one year and is automatically renewed each year
thereafter unless either party gives written notice of its intent to cancel the
arrangement. The cancellation notice must be given to the other party at least
thirty (30) days before the anniversary date of this agreement.
17. FORCE MAJEURE
Neither party shall be liable for any delays in performance caused by acts of
God, civil or military authority, fires or other circumstances beyond their
reasonable control.
11
18. ENTIRE AGREEMENT
This is an entire agreement incorporating any and all verbal agreements and any
future modification, adjustments, additions, and/or changes shall be made in
writing, executed by both parties.
19. ARBITRATION
Parties agree that should any dispute arise in the administration of this
agreement, that the dispute shall be resolved through arbitration under the
rules of the American Arbitration Association, with its location in Orange
County, Florida.
20. NOTICES
Notices required under this agreement shall be dispatched, postage prepaid as
follows:
Seller: American Access Technologies, Inc.
000 X. Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxx Xxxxxxx, Xxxxxxx, 00000
Distributor: CED - American Electric, Inc.
0000 X. X. Xxxxxx Xxxx.
Xxxxxx, Xxxxxx, 00000
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
written below.
By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/
--------------------------------- -------------------------------
Title: Manager Title: CFO
--------------------------------- -------------------------------
Company: CED - American Electric, Inc. Company: American Access
Technologies, Inc.
12
AMERICAN ACCESS TECHNOLOGIES, INC.
Schedule of Product Pricing
DISTRIBUTOR PRICING
Effective 7-30-97
Zone Cable Termination Cabinet & Accessories
PRODUCT CODE LIST PRICE DISCOUNT PRICE
-------------------------------------------------------------
ZCTC 1024-B-AL-00 $682 20%/5% $518.49 Note 1.
ZCTC 1024-B-AL-33 $699 20%/5% $531.16 Note 1.
ZCTC 1024-B-GS-00 $661 20%/5% $502.44 Note 2.
ZCTC 1024-B-GS-33 $678 20%/5% $515.11 Note 2.
FP-B33-25 $ 47 20%/5% $ 35.47 Note 3.
FP-C33-25 $ 22 20%/5% $ 16.89 Note 4.
DG-1 $ 22 20%/5% $ 16.89 Note 5.
GENERAL NOTE: All units have door gasket installed for NEMA 12 rating, with
transportation prepaid to all continental states on orders of six (6) units or
more.
Note 1. Standard ZCTC Model Numbers:
00 = Conduit Applications
33 = Cable Pentration Applications
Note 2. GS Code in Product Number indicates Galvaneal Steel-Minimum order
quantity of 100 required.
Note 3. Foam Kit "B" (Plenum Ceiling) two (2) kits per enclosure
Note 4. Foam Kit "C" (Non-Plenum Ceiling) two (2) kits per enclosure
Note 5. Door Gasket Replacement Kit to replace damaged units in field
Accepted and Agreed this 30th Day of Jul 1997.
Distributor American Access Technologies, Inc., Seller
/s/ Xxxxxx X. Xxxxxxxxxx /s/
-------------------------- ----------------------------------------
Signature Signature
Xxxxxx X. Xxxxxxxxxx
-------------------------- ----------------------------------------
Printed Name Printed Name
13
STOCKING DISTRIBUTOR AGREEMENT
BETWEEN
AMERICAN ACCESS TECHNOLOGIES, INC.
AND
STATE ELECTRIC SUPPLY COMPANY
THIS AGREEMENT ("Agreement") is made and entered into this 3 day of Feb,
1997, between American Access Technologies, Inc. ("Seller") and State Electric
Supply, Co. ("Distributor").
1. PURPOSE
This Agreement sets forth terms whereby Distributor may purchase Products
from Seller for resale to its customers within the United States.
2. PRICE, PAYMENT, AND REBATE PROGRAM
a) The prices for the Products covered by this Agreement shall be as
set forth in Exhibit "A" attached hereto. Distributor subscribes to
purchase a minimum of at lease Eight Thousand (8,000) zone cabling
termination cabinets during the next twelve months after execution of
this agreement. At this level of commitment, the Distributor will be
entitled to a twenty (20%) discount from the list price of the
product.
b) Products will be paid for within thirty (30) days of shipment to
Distributor.
c) Distributor shall submit current financial statements on the
company prepared in accordance with Generally Accepted Accounting
Principles for approval by the Seller prior to first order submitted
under this agreement. Distributor, agrees to promptly inform Seller of
any changes to financial condition while this agreement is in force.
3. DELIVERY
Each purchase order issued by Distributor will specify a delivery date. If a
delivery date specified in the purchase order cannot be met, Seller will advise
Distributor as soon as possible after receipt of the order and a new delivery
date will be agreed upon.
4. NEW PRODUCTS
Distributor and Seller agree that it is their intent to work toward a long-term
relationship for development and marketing of new Products. Seller agrees that
as long as Distributor performs well under this Agreement, Seller will continue
to bring new Products to Distributor for distribution consideration. Seller
warrants and represents to Distributor that any new products developed for
distribution will be made for review and stocking under same terms and
conditions.
14
5. RESALE
Distributor has the right to resell the Products anywhere in the United States
at whatever price is determined to be appropriate by Distributor. However,
should Seller wish to market its products outside the United States,
Distributor will be granted an opportunity to distribute our products.
6. TRAINING AND VALUE ADDED PROGRAM
a) Seller will provide training and support to Distributor for its
Products as long as this Agreement is in force. Upon request, Seller will
assist Distributor in the sale of Seller's Products to end users.
b) Seller has established a Value Added Program (VAP) whereby it will
train and certify selected contractors/technicians on the installation and
marketing of our products. This program includes a rebate program for
including our products in the specifications of future jobs and a rebate
for purchase of our products.
7. PRICE AND PRODUCT PROTECTION
a) Seller reserves the right to change prices at any time and agrees to
give Distributor thirty (30) days written notice of any such change. In the
event that the Seller lowers its prices or alters the discounts available
to distributors, Distributor shall have the right to request price
protection for Products in Distributor's inventory. Upon such request,
Seller will grant a credit to Distributor in an amount equal to the
difference between the price paid and the new price (including additional
discounts) for each such Product in Distributor's inventory. All unshipped
product will be billed at the lower cost.
b) Seller agrees to provide Distributor with price change information no
less than thirty (30) days in advance of the affective date, which should
be sent directly to Distributor Inventory Management, attention Standard
Cost Group. Seller will submit required pricing information in an ASCII
Text, Tab delimited format. Distributor will provide the required pricing
file layout to Seller's designated point of contact who should be
responsible to address questions on pricing and/or file layout.
8. INVENTORY ADJUSTMENT PROCEDURE
In order to maintain a current stock of products, Distributor shall have the
right to take stock once every quarter by returning Products in its inventory
to Seller for replacement with other Seller Products of Distributor choosing;
provided however, that the aggregate price of the replacement Products is equal
to the price of the original Products returned, and that the returned Products
are in new and unused condition. All shipping costs relating to the rotation of
Products will be borne by Distributor.
15
9. WARRANTY
a) Seller's Products are warranted under normal use to be free
from any and all defects in design, materials and workmanship; to conform
strictly to the specifications and approved samples and to be fit and
sufficient for the purpose intended by the Seller for a period of one year
from the date of sale to the end user or such longer period as may be
specified in Seller's warranty from time to time.
b) Seller agrees to repair or replace, without charge, any part
or Product proven to be defective within the warranty period. Seller will
pay all shipping and delivery charges for warranty returns from
Distributor. This warranty shall be null and void in the event of misuse,
accident, alteration or unauthorized repair made to the Products. This
warranty is standard for all Seller's Products and any exceptions shall be
stated in writing to Distributor.
c) Seller's Products and shipping cartons will have the product's
serial number written and bar coded. Distributor will be able to ship
replacement units from stock and return end users's defective Products for
credit. Warranty credit returns through Distributor will not be included
in stock rotation allotments. Seller will provide Distributor with a
predetermined supply of technical manuals and support materials for all
applicable Products. Seller will update Distributor's warranty department
on any noncontractual changes to their warranty policies and procedures.
Seller shall have a single point of contract from warranty issues.
d) Seller may require factory authorization before allowing the
return of any material. This incudes incorrect merchandise, overshipments,
or defective equipment. Material sent without authorization may be
returned to sender.
e) Newly received merchandise, which is defective, will be
corrected through warranty by Seller.
10. OUT-OF-WARRANTY REPAIR
Seller agrees to repair units which are out of the warranty period for actual
cost of repairs not to exceed 50% of current suggested list price. The end
user will pay all shipping and delivery charges both ways for repairs out of
warranty. Seller agrees to maintain this repair service for Distributor's
customers for a period of at least two (2) years after termination of this
Agreement.
11. TRADEMARKS AND COPYRIGHTS
Seller hereby assigns to Distributor the right to use its trademarks and
copyrights for the sale of each product covered during the life of this
Agreement.
16
12. MANUFACTURING
Distributor agrees that it has no manufacturing rights to any Products under
this Agreement and that any technical or business information provided to
Distributor will be used solely for the purpose of selling and supporting those
Products.
13. INDEMNITIES
Anything herein to the contrary notwithstanding, Seller shall protect, defend,
hold harmless, and indemnify Distributor from and against any and all claims,
actions, liabilities, losses, costs, damages, and expenses (a) arising out of
any actual or alleged infringement of any U.S. or foreign patent, copyright or
trademark by any product sold to Distributor hereunder, or any unfair
competition involving such Products, or (b) arising out of any actual or
alleged death of or injury to any person, damage to any property, or any other
damage, loss, cost or expense, by whomsoever suffered, resulting or claimed to
result in whole or in part from the use of any such Products, any actual or
alleged defect in such Products, whether latent or patent, including actual or
alleged improper construction or design of such Products or the failure of such
Products to comply with specifications or with any express or implied
warranties, or (c) arising out of any actual or alleged violation by any such
Products, or their manufacture, possession, use or sale, of any law, statute or
ordinance or any governmental administrative order, rule or regulation.
11. INSURANCE
Seller shall obtain and maintain, at its expense, a policy or policies of
Product Liability Insurance, with Broad Form Vendor's Endorsement naming
Distributor, in such amounts and in such companies and containing such other
provisions which shall be satisfactory to Distributor, covering Products sold
to Distributor hereunder. All such policies shall provide that the coverage
thereunder shall not be terminated without at least thirty (30) days prior
written notice to Distributor. Certificates of Insurance shall be provided to
the Distributor upon request.
15. TERMINATION
This agreement is for a term of one year and is automatically renewed each year
thereafter unless either party gives written notice of its intent to cancel the
arrangement. The cancellation notice must be given to the other party at least
thirty (30) days before the anniversary date of this agreement.
17. FORCE MAJEURE
Neither party shall be liable for any delays in performance caused by acts of
God, civil or military authority, fires or other circumstances beyond their
reasonable control.
17
18. ENTIRE AGREEMENT
This is an entire agreement incorporating any and all verbal agreements and any
future modification, adjustments, additions, and/or changes shall be made in
writing, executed by both parties.
19. ARBITRATION
Parties agree that should any dispute arise in the administration of this
agreement, that the dispute shall be resolved through arbitration under the
rules of the American Arbitration Association, with its location in Orange
County, Florida.
20. NOTICES
Notices required under this agreement shall be dispatched, postage prepaid as
follows:
Seller: American Access Technologies, Inc.
000 X. Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxx Xxxxxxx, Xxxxxxx, 00000
Distributor: State Electric Supply Company
000 00xx Xxxxxx
Xxxxxx, XX 00000
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
written below.
By:/s/ Xxxxxx X. Xxxxx By: /s/
----------------------------------- ---------------------------------
Title: Branch Mgr. Xxxxx Electronics Title: CFO
------------------------------- ------------------------------
Company: State Electric Supply Company. Company: American Access
Technologies, Inc.
18
EXHIBIT "A"
AMERICAN ACCESS TECHNOLOGIES, INC.
Schedule of Product Pricing
Stocking Distributors
Effective 1-96
ZCTC 1024 Zone Cable Termination Cabinet
-----------------------------------------------------------------------
UNITED ORDERED
--------------------- SALES
FROM TO LIST DISCOUNT PRICE
-----------------------------------------------------------------------
List Price 550.00
--------------------
Annual Commitment
--------------------
Level Units
--------------------
Level 1 1,000 10.00% 495.00
Xxxxx 0 2,000 12.50% 481.25
Xxxxx 0 4,000 15.00% 467.50
Xxxxx 0 6,000 17.50% 453.75
Xxxxx 0 8,000 20.00% 440.00
19
STOCKING DISTRIBUTOR AGREEMENT
BETWEEN
AMERICAN ACCESS TECHNOLOGIES, INC.
AND
CORE DATA COM, INC.
THIS AGREEMENT ("Agreement") is made and entered into this 5th day of
March, 1997, between American Access Technologies, Inc. ("Seller") and Core Data
Com, Inc. ("Distributor").
1. PURPOSE
This Agreement sets forth terms whereby Distributor may purchase Products from
Seller for resale to its customers within the United States.
2. PRICE, PAYMENT, AND REBATE PROGRAM
a) The prices for the Products covered by this Agreement shall be as
set forth in Exhibit "A" attached hereto. Distributor subscribes to
purchase a minimum of at lease Eight Thousand (8,000) zone cabling
termination cabinets during the twelve months after execution of this
agreement. At this level of commitment, the Distributor will be
entitled to a twenty (20%) discount from the list price of the
product.
b) Products will be paid for within thirty (30) days of shipment to
Distributor.
c) Distributor shall submit current financial statements on the
company prepared in accordance with Generally Accepted Accounting
Principles for approval by the Seller prior to first order submitted
under this agreement. Distributor, agrees to promptly inform Seller of
any changes to financial condition while this agreement is in force.
3. DELIVERY
Each purchase order issued by Distributor will specify a delivery date. If a
delivery date specified in the purchase order cannot be met, Seller will advise
Distributor as soon as possible after receipt of the order and new delivery date
will be agreed upon.
4. NEW PRODUCTS
Distributor and Seller agree that it is their intent to work toward a long-term
relationship for development and marketing of new Products. Seller agrees that
as long as Distributor performs well under this Agreement, Seller will continue
to bring new Products to Distributor for distribution consideration. Seller
warrants and represents to Distributor that any new products developed for
distribution will be made available for review and stocking under same terms
and conditions.
5. RESALE
20
Distributor has the right to resell the Products anywhere in the United States
at whatever price is determined to be appropriate by Distributor. However,
should Seller wish to market its products outside the United States,
Distributor will be granted an opportunity to distribute our products.
6. TRAINING AND VALUE ADDED PROGRAM
a) Seller will provide training and support to Distributor for its
Products as long as this Agreement is in force. Upon request, Seller
will assist Distributor in the sale of Seller's Products to end users.
b) Seller has established a Value Added Program (VAP) whereby it will
train and certify selected contractors/technicians on the installation
and marketing of our products. This program includes a rebate program
for including our products in the specifications of future jobs and a
rebate for purchase of our products.
7. PRICE AND PRODUCT PROTECTION
a) Seller reserves the right to change prices at any time and agrees
to give Distributor thirty (30) days written notice of any such
change. In the event that Seller lowers its prices or alters the
discounts available to distributors, Distributor shall have the right
to request price protection for Products in Distributor's inventory.
Upon such request, Seller will grant a credit to Distributor in a
amount equal to the difference between the price paid and the new
price (including additional discounts) for cach such Product in
Distributor's inventory. All unshipped product will be billed at the
lower cost.
b) Seller agrees to provide Distributor with price change information
no less than thirty (30) days in advance of the affective date, which
should be sent directly to Distributor Inventory Management, attention
Standard Cost Group. Seller will submit required pricing information
in an ASCII Text, Tab delimited format. Distributor will provide the
required pricing file layout to Seller's designated point of contact
who should be responsible to address questions on pricing and/or file
layout.
8. INVENTORY ADJUSTMENT PROCEDURE
In order to maintain a current stock of products, Distributor shall have the
right to take stock once every quarter by returning Products in its inventory to
Seller for replacement with other Seller Products of Distributor choosing;
provided however, that the aggregate price of the replacement Products is equal
to the price of the original Products returned, and that the returned Products
are in new and unused condition. All shipping costs relating to the rotation of
Products will be borne by Distributor, and will be subject to a re-stocking
charge of twenty (20%) percent.
9. WARRANTY
a) Seller's Products are warranted under normal use to be free from
any and all defects in design, materials and workmanship; to conform
strictly to the specifications and
21
approved samples and to be fit and sufficient for the purpose intended
by the Seller for a period of one year from the date of sale to the end
user or such longer period as may be specified in Seller's warranty from
time to time.
b) Seller agrees to repair or replace, without charge, any part
or Product proven to be defective within the warranty period. Seller will
pay all shipping and delivery charges for warranty returns from
Distributor. This warranty shall be null and void in the event of misuse,
accident, alteration or unauthorized repair made to the Products. This
warranty is standard for all Seller's Products and any exceptions shall be
stated in writing to Distributor.
c) Seller's Products and shipping cartons will have the product's
serial number written and bar coded. Distributor will be able to ship
replacement units from stock and return end users's defective Products for
credit. Warranty credit returns through Distributor will not be included
in stock rotation allotments. Seller will provide Distributor with a
predetermined supply of technical manuals and support materials for all
applicable Products. Seller will update Distributor's warranty department
on any noncontractual changes to their warranty policies and procedures.
Seller shall have a single point of contract from warranty issues.
d) Seller may require factory authorization before allowing the
return of any material. This incudes incorrect merchandise,
overshipments, or defective equipment. Material sent without
authorization may be returned to sender.
e) Newly received merchandise, which is defective, will be
corrected through warranty by Seller.
10. OUT-OF-WARRANTY REPAIR
Seller agrees to repair units which are out of the warranty period for actual
cost of repairs not to exceed 50% of current suggested list price. The end
user will pay all shipping and delivery charges both ways for repairs out of
warranty. Seller agrees to maintain this repair service for Distributor's
customers for a period of at least two (2) years after termination of this
Agreement.
11. TRADEMARKS AND COPYRIGHTS
Seller hereby assigns to Distributor the right to use its trademarks and
copyrights for the sale of each product covered during the life of this
Agreement.
12. MANUFACTURING
Distributor agrees that it has no manufacturing rights to any Products under
this Agreement and that any technical or business information provided to
Distributor will be used solely for the purpose of selling and supporting those
Products.
13. INDEMNITIES
22
Anything herein to the contrary notwithstanding, Seller shall protect, defend,
hold harmless, and indemnify Distributor from and against any and all claims,
actions, liabilities, losses, costs, damages, and expenses (a) arising out of
any actual or alleged infringement of any U.S. or foreign patent, copyright or
trademark by any product sold to Distributor hereunder, or any unfair
competition involving such Products, or (b) arising out of any actual or
alleged death of or injury to any person, damage to any property, or any other
damage, loss, cost or expense, by whomsoever suffered, resulting or claimed to
result in whole or in part from the use of any such Products, any actual or
alleged defect in such Products, whether latent or patent, including actual or
alleged improper construction or design of such Products or the failure of
such Products to comply with specifications or with any express or implied
warranties, or (c) arising out of any actual or alleged violation by any such
Products, or their manufacture, possession, use or sale, of any law, statute or
ordinance or any governmental administrative order, rule or regulation.
14. INSURANCE
Seller shall obtain and maintain, at its expense, a policy or policies of
Product Liability Insurance, with Broad Form Vendor's Endorsement naming
Distributor, in such amounts and in such companies and containing such other
provisions which shall be satisfactory to Distributor, covering Products sold
to Distributor hereunder. All such policies shall provide that the coverage
thereunder shall not be terminated without at least thirty (30) days prior
written notice to Distributor. Certificates of Insurance shall be provided to
the Distributor upon request.
15. TERMINATION
This agreement is for a term of one year and is automatically renewed each year
thereafter unless either party gives written notice of its intent to cancel the
arrangement. The cancellation notice must be given to the other party at lease
thirty (30) days before the anniversary date of this agreement.
17. FORCE MAJEURE
Neither party shall be liable for any delays in performance caused by acts of
God, civil or military authority, fires or other circumstances beyond their
reasonable control.
18. ENTIRE AGREEMENT
This is an entire agreement incorporating any and all verbal agreements and any
future modification, adjustments, additions, and/or changes shall be made in
writing, executed by both parties.
19. ARBITRATION
23
Parties agree that should any dispute arise in the administration of this
agreement, that the dispute shall be resolved through arbitration under the
rules of the American Arbitration Association, with its location in Orange
County, Florida.
20. NOTICES
Notices required under this agreement shall be dispatched, postage prepaid as
follows:
Seller: American Access Technologies, Inc.
000 X. Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxx Xxxxxxx, Xxxxxxx, 00000
Distributor: Core Data Com, Inc.
00000 Xxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxx, 00000
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
written below.
By: /s/ By: /s/
------------------------ ---------------------------
Title: V.P. Title: CFO
-------------------- ------------------------
Company: Core Data Com. Inc. Company: American Access Technologies,
Inc.
24
AMERICAN ACCESS TECHNOLOGIES, INC.
Schedule of Product Pricing
DISTRIBUTOR PRICING
Effective 7-30-97
Zone Cable Termination Cabinet & Accessories
PRODUCT CODE LIST PRICE DISCOUNT PRICE
----------------------------------------------------------
ZCTC 1024-B-AL-00 $682 20%/5% $518.49 Note 1.
ZCTC 1024-B-AL-33 $699 20%/5% $531.16 Note 1.
ZCTC 1024-B-GS-00 $661 20%/5% $502.44 Note 2.
ZCTC 1024-B-GS-33 $678 20%/5% $515.11 Note 2.
FP-B33-25 $ 47 20%/5% $ 35.47 Note 3.
FP-C33-25 $ 22 20%/5% $ 16.89 Note 4.
DG-1 $ 22 20%/5% $ 16.89 Note 5.
GENERAL NOTE: All units have door gasket installed for NEMA 12 rating, with
transportation prepaid to all continental states on orders of six (6) units or
more.
Note 1. Standard ZCTC Model Numbers:
00 = Conduit Applications
33 = Cable Pentration Applications
Note 2. GS Code in Product Number indicates Galvaneal Steel-Minimum order
quantity of 100 required.
Note 3. Foam Kit "B" (Plenum Ceiling) two (2) kits per enclosure
Note 4. Foam Kit "C" (Non-Plenum Ceiling) two (2) kits per enclosure
Note 5. Door Gasket Replacement Kit to replace damaged units in field
Accepted and Agreed this 30th Day of Jul 1997.
Distributor American Access Technologies, Inc., Seller
/s/ Xxxxxxx Xxxxxxx /s/
-------------------------- ----------------------------------------
Signature Signature
Xxxxxxx Xxxxxxx
-------------------------- ----------------------------------------
Printed Name Printed Name
