Exhibit 10.3 Distribution Agreement with Xxxxxx X. Xxxxx
DISTRIBUTION AGREEMENT
THIS AGREEMENT made as of the date March 15-2001, between Global
Wireless Services, Inc., a British Columbia corporation, having
its principal place of business in Vancouver, British Columbia
(hereinafter called the "Manufacturer") and Xxxxxx X. Xxxxx,.,
having his principal place of business in Coquitlam, B.C
(hereinafter referred to as the "Distributor")
BACKGROUND
A. Manufacturer has developed a wireless data product that is
used to monitor automobiles and other such locating devices yet
to be defined.
B. Distributor is in the business of selling and supporting
locating devices primarily to emergency departments.
C. Manufacturer wishes to grant an exclusive license to the
Distributor respecting the distribution of Products (as defined
below) within the Territories (as defined below) and the
Distributor wishes to act as exclusive Distributor of such
Products within the Territories (as defined below).
NOW THEREFORE, for and in consideration of the mutual covenants
and agreements herein contained, and intending to be legally
bound, the parties agree as follows.
1 INTERPRETATION / GENERAL
1.1 DEFINITIONS
The following expressions shall have the indicated meanings and
grammatical variations of such words and terms shall have
corresponding meanings, unless there is something in the subject
matter or context inconsistent therewith:
"Agreement", "this Agreement", "hereto", "herein", "hereby",
"hereunder", "hereof" and similar expressions refer to the
Distribution Agreement and not to any particular Article,
Section, subsection, clause, subclause or other portion hereof
and include any and every amending agreement and agreement
supplemental or ancillary hereto;
"License" means the exclusive license granted by the Manufacturer
to the Distributor pursuant to Section 2.1;
"Products" means the products relating to the System, which are
more particularly described in Schedule "A" as the same may be
updated from time to time, as herein contemplated;
"Sale Prices" means the Product prices set forth in Schedule "B",
FOB the Manufacturer's distribution facility, as the same may be
updated from time to time by the Manufacturer in its discretion;
"Technical Information: means all present and future drawings,
designs, manufacturing and material specification, apparatus,
data technical data, information relating to the Products
developed by the Manufacturer;
"Territories" means the geographic areas set forth in Schedule
"C"
"Warranty" means the warranty of the Manufacturer in respect to
the Products the text of which is set out in Schedule "D", as
such warranty may be updated from time to time;
1.2 SCHEDULES
The following are the Schedules attached to and forming part of
the Agreement:
SCHEDULE DESCRIPTION
A Products
B Sale Prices
C Territories
D Warranty
E Purchase Quotas
1.3 CURRENCY
All payments contemplated by this Agreement shall be made in, and
all dollar amounts referred to in this Agreement are stated in US
funds for the US and Canadian Funds for Canada.
1.4 NUMBER, GENDER, ETC.
Words importing the singular number only shall include the
plural, and vice versa, words importing the masculine gender
shall include the feminine gender and neuter gender and words
importing persons shall include a natural person, firm, trust,
partnership, association, corporation, government board, agency
or instrumentality.
1.5 HEADINGS
The division of this Agreement into Articles and Sections and the
insertion of headings are for convenience of reference only and
shall not affect the interpretation or construction of the
Agreement or any provision hereof.
1.6 GOVERNING LAW
This Agreement shall be governed by and construed in accordance
with the laws of the Province of British Columbia, the federal
laws of Canada applicable therein and the parties hereto do
hereby irrevocably attorney to the jurisdiction of the courts of
the Province of British Columbia
1.7 SEVERABILITY
If any provision of these Agreement shall be found to be invalid,
illegal or unenforceable by reason of any determination made by a
court of competent jurisdiction or any governmental authority
having jurisdiction in the circumstances, such provision shall be
severed from this Agreement and the validity, legality or
enforceability of the remaining provisions of this Agreement
shall not in any way be affected or impaired thereby.
1.8 ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the
parties relating the subject matter hereof.
1.9 AMENDMENTS
No amendments or modifications of this Agreement, with the
exception of those modification to Schedules A and B contemplated
by this Agreement, shall be binding unless in writing, signed by
the parties hereto.
1.10 TIME OF THE ESSENCE
Time shall be of the essence of this Agreement.
1.11 BINDING NATURE
This Agreement shall be binding upon the permitted assigns and
successors of the parties hereto.
1.12 COUNTERPARTS
This agreement may be executed in several counterparts each of
which when so executed shall be deemed to be an original and such
counterparts together shall constitute one and the same
agreement, which shall be sufficiently evidenced by any such
original counterpart.
1.13 ASSIGNMENT
The Distributor shall be entitled to assign, transfer,
hypothecate or pledge this Agreement to a third corporate party
he has a vested interest in, and investors in, that is mutually
beneficial.
1.14 FURTHER ASSURANCES
The parties hereby agree to execute and deliver such further and
other documents and perform or cause to be performed such further
acts and things as may be necessary or desirable to give full
effect to this Agreement.
1.15 FORCE MAJEURE
The Manufacturer shall not be responsible for and shall have no
liability for any failure on its part to perform or abide by any
provision of this Agreement if such failure arises by reason of
the occurrence of an act of force majeure. For the purposes of
this section, "force majeure" shall mean any of the following:
(a) an act of God,
(b) an outbreak of hostilities, riot, civil disturbance or an act
of terrorism,
(c) the act of any government of a governmental agency or
authority,
(d) fire, explosion, flood,
(e) theft, malicious damage, strike, lock-out or industrial
action of any kind, or
(f) any cause or circumstance whatsoever beyond the
Manufacturer's reasonable control.
If the Manufacturer is prevented, by reason of an event of force
majeure, from performing or abiding by any of the provisions of
this Agreement, the Manufacturer will use reasonable commercial
efforts to partially perform and abide by such provisions to the
extent practicable have regard to the event of force majeure.
1.16 SET OFF
Whenever any sum of money shall be payable by the Distributor to
the Manufacturer, the same may be deducted by the Manufacturer
from any sum then payable or which thereafter may become payable
to the Distributor by the Manufacturer.
1.17 REMEDIES CUMULATIVE
The rights and remedies of the parties under this Agreement are
cumulative and are without prejudice and in addition to any
rights or remedies a part may have at law or in equity. No
exercise by a party of any right or remedy under this Agreement
or at law or in equity shall (save to the extent expressly
provided herein, if any) operate so as to hinder or prevent the
exercise by it of any other right or remedy.
2 LICENSE
2.1 GRANT OF LICENSE
Subject to the terms of this Agreement the Manufacturer hereby
grants to the Distributor the exclusive right to sell Product
within the Principal Territories. The Distributor shall have the
exclusive right to appoint or sell Products to any
sub-distributor of the Distributor without the prior consent of
the Manufacturer. Manufacturer shall refer to the Distributor
all inquiries or orders in respect of Product received from
persons residing or carrying on business within any of the
territories. The Distributor shall not solicit business from or
sell Products to persons residing or carrying on business outside
of the Principal Territories and will refer to the Manufacturer
all inquiries or orders received from persons residing or
carrying on business outside of the Principal Territories. The
Distributor will be involved in negotiations securing other
Distributors for the Secondary Territories.
2.2 PROTECTION OF TERRITORY
The Manufacturer will use reasonable commercial efforts to
protect the Territories but cannot guarantee to prevent the
shipment into any of the Territories of Products sold outside of
the Territories by it or to their parties and shall not be held
responsible therefor unless Products are supplied by the
Manufacturer to persons residing or carrying on business outside
of the Territories with knowledge that such Product will be
shipped into one of the Territories.
2.3 TECHNICAL INFORMATION AND TRADEMARKS
The parties acknowledge that the Distributor will require access
to the Technical Information and the right to utilize the
TradeMarks in connection with the sale of Products within the
Territory. The Manufacturer shall make the Technical Information
available to the Distributor and permit the Distributor to use
the TradeMarks.
2.4 DEVELOPMENTS RELATING TO THE PRODUCTS
It is acknowledged that the Manufacturer may change, modify or
improve the Products or the Technical Information from time to
time during the term of the License. The Manufacturer shall make
any such changed, modified or improved Products and Technical
Information available to the Distributor (subject to the terms
and conditions of this Agreement) and Schedules "A" and "B" shall
be modified accordingly.
3 SALE OF PRODUCTS FROM THE MANUFACTURER TO THE DISTRIBUTOR
3.1 PURCHASE AND SALE OF PRODUCTS
The Distributor shall purchase all Products required by it for
any purpose from the Manufacturer.
3.2 MINIMUM PURCHASE REQUIREMENTS
The Distributor shall, in respect of each of the Territories and
during each year of the term of the License (and thereafter if
such License is extended), purchase Products from the
Manufacturer (and make payment in respect of the same) in not
less than the amounts set forth in Schedule E.
3.3 TERMS OF SALES
The following conditions shall apply in respect of all sales of
Products by the Manufacturer to the Distributor hereunder:
(a) all orders for Products submitted by the Distributor shall be
on forms furnished by or acceptable to the Manufacturer;
(b) the Distributor shall place orders in sufficient time in
advance of its need in order to facilitate orderly delivery of
Products by the Manufacturer;
(c) all orders shall be deemed to incorporate the terms and
conditions of this Agreement;
(d) the price to be paid by the Distributor for Products shall be
the Sale Prices relating thereto;
(e) payment by the Distributor for any particular shipment of
Products shall be made by way of check or bank draft, which shall
be sent by overnight courier to the Manufacturer upon receipt by
the Distributor of funding from its third party finance company
following installation of Manufacturer's product.
(f) (i) unless otherwise negotiated with respect to specific
orders, the Manufacturer shall use its best efforts to deliver
all Products within forty-five (45) calendar days from the date
of actual receipt of the applicable order from the Distributor;
(ii) the Manufacturer shall not be responsible for any failure or
delay in delivery of any Products due to circumstances beyond its
control; (iii)the Distributor shall within thirty (30) days of
receipt of any Products at the designated location for delivery
notify the Manufacturer in writing of all shortages and/or
damages claimed to have existed at the time such Products were
shipped from the Manufacturer's distribution facility; (iv) the
Manufacturer shall not be responsible for shortages and/or
damages when notice is not given within thirty (30) days after
receipt of Products as provided above; (v) the Manufacturer
shall, if such shortage or damage is verified by it, use, its
best efforts to deliver replacement Products to the Distributor,
at no additional cost to the Distributor, within five (5) days of
receipt of the notice from the Distributor. It is understood
that the Manufacturer shall be responsible for any failure of
delay in delivering replacement products. However, Manufacturer
shall not be responsible for any losses of or damages to Products
occurring after the same are shipped from the Manufacturer's
distribution facility so long as the Products are shipped in a
commercially reasonable manner;
(g) the parties acknowledge and agree that, other than the
Warranty, there are no express or implied warranties of any
nature or kind whatsoever made by the Manufacturer to the
Distributor with respect to the Products, including, without
limitation, any warranty of merchantability, quality or fitness
for any particular purpose and, except as the result of
Manufacturer's negligence, Manufacturer shall have no liability
or responsibility to the Distributor for special or consequential
damages including, without limitation, losses of profits or
anticipated profits, and
(h) legal title and risk of loss or damage, to all Product shall
remain the responsibility of the Manufacturer until the time of
shipment of the Products from the Manufacturer's distribution
facility if and only if the Products are shipped in a manner
specified by Distributor.
3.4 MODIFICATION OF SALE PRICES
The parties understand that the manufacturing cost and possibly
airtime costs will decrease and, as such the price will decrease
by the same amount. Otherwise, Manufacturer shall have no right
to change the Sale Price relating to any of the Products. The
Manufacturer shall notify the Distributor in writing (in
accordance with Section 12.1) as the Sale Prices are amended from
time to time and Schedule "B" shall be deemed to be amended
accordingly with effect on all orders for Products delivered to
the Manufacturer subsequent to the date that is thirty (30) days
after receipt by the Distributor of such notice of amendment of
the Sale Prices.
4 DISTRIBUTOR'S OBLIGATIONS
4.1 PROMOTION, MAINTENANCE, OFFICES
Distributor promises to use reasonable commercial efforts to
promote, at its own expense, the sale of the Products within the
Territories, to provide maintenance for Products sold, leased or
otherwise distributed within any of the Territories on a basis
consistent with good business practice and to maintain within the
Territories one or more offices, which shall be open during
normal business hours;
4.2 MANUFACTURER'S GOODWILL & REPUTATION
Distributor promises to avoid any sales policies, trade practices
and advertising that would be injurious to the reputation and
goodwill of the Manufacturer of which would constitute a breach
of applicable law;
4.3 AGENCY
Distributor promises that it shall not represent itself as the
Manufacturer's agent for any purpose and shall not incur any
obligations or make any promises or representations on the
Manufacturer's behalf;
4.4 LICENSES & REGISTRATIONS
Distributor promises that it will obtain and maintain all
licenses and registrations necessary to permit it to distribute
Products within the Territories as contemplated by this Agreement
and to deliver to the Manufacturer, upon Manufacturer's request,
a copy of all such licenses or registrations and to forthwith
notify Manufacturer of the cancellation, suspension or
modification of any such license or registration;
4.5 WARRANTEE
Distributor promises that it will deliver or cause to be
delivered a copy of the Warranty to each purchaser of Products
sold pursuant to this Agreement.
5 REPRESENTATIONS AND WARRANTIRES OF THE MANUFACTURER
5.1 DISTRIBUTOR'S REPRESENTATIONS AND WARRANTIES
The Manufacturer represents and warrants as follows, and
acknowledges that the Distributor is relying upon such
representations ad warranties:
(a) the Manufacturer is a corporation duly incorporated and
validly subsisting, with the requisite corporate power and
capacity to enter into and perform all of its obligations under
this Agreement;
(b) this Agreement has been duly executed and delivered by the
Manufacturer;
(c) the execution, delivery and performance of this Agreement
have been duly and validly authorized by all requisite corporate
action on the part of the Manufacturer; and
(d) the consummation of the transactions contemplated herein will
not violate nor be in conflict with any provision of the
Manufacturer's by-laws or any agreement or instrument to which
the Manufacturer is a party of is bound, or any judgment, decree,
order, statute, rule or regulation applicable to the
Manufacturer.
5.2 SURVIVAL
Notwithstanding anything to the contrary herein, express or
implied, it is expressly agreed and understood that the foregoing
representations and Warranties are true on the date hereof and
shall continue and remain in full force and effect for the
benefit of the Distributor.
6 REPRESENTATIONS AND WARRANTIES OF THE DISTRIBUTOR
6.1 DISTRIBUTOR'S REPRESENTATIONS AND WARRANTIES
The Distributor hereby represents and warrants as follows, and
acknowledges that the Manufacturer is relying upon such
representations and warranties:
(a) The Distributor will incorporate a corporation that will be
duly incorporated and validly subsisting under the laws of its
jurisdiction of incorporation, with the requisite corporate power
and capacity to carry on its business and to enter into and
perform all of its obligations under the Agreement;
(b) this Agreement has been duly executed and delivered by the
Distributor;
(c) The consummation of the transactions contemplated by this
Agreement will not violate, nor be in conflict with, any
provision of the Distributor's by-laws, or any agreement or
instrument to which the Distributor is a party or by which it is
bound, or any judgment, decree, order, statute, rule or
regulation applicable to the Distributor; and
(d) The execution, delivery and performance of this Agreement and
the transactions contemplated hereby have been duly and validly
authorized by all requisite corporate action on the part of the
Distributor.
6.2 SURVIVAL
Notwithstanding anything to the contrary herein, express or
implied, it is expressly agreed and understood that the foregoing
covenants, representations and warranties are true on the date
hereof and shall continue and remain in full force and effect for
the benefit of the Manufacturer.
7 COVENANTS OF THE MANUFACTURER
7.1 MARKETING MATERIALS
The Manufacturer hereby agrees that it shall, at no cost to the
Distributor, from time to time provide the Distributor with
examples of marketing materials utilized by the Manufacturer,
including layouts, catalogs, brochures and similar information
concerning the Products, as requested by the Distributor, in
order to assist the Distributor with the sale of the Products in
the Territories.
8 ADDITIONAL COVENANTS OF THE DISTRIBUTOR
8.1 INITIAL MARKETING OF PRODUCTS
Prior to the date that Products are available for commercial
distribution, the Distributor will use reasonable commercial
efforts to introduce the System and the Products to potential
users, for the purpose of obtaining expressions or indications of
interest.
8.2 TAXES, ETC.
The Manufacturer and Distributor shall be equally responsible for
and shall pay all sales, use, customs, import or other similar
taxes, fees or charges that may be applicable in respect to the
purchase and delivery of Products pursuant to this Agreement.
9 TRADE MARKS AND TRADE NAMES
9.1 GENERAL
The Distributor is granted no right, title or interest in the
TradeMarks or any name used in respect of the System or the
Products except for the rights provided for in Article 2 of the
Agreement. Upon termination of this Agreement, the Distributor
will immediately cease the use of all of the names or TradeMarks
referred to above or any near resemblance thereto as might be
calculated to deceive purchasers or prospective purchasers of
Products or users of the System.
9.2 INFRINGEMENT OF TRADEMARKS ETC.
In the event that the Distributor becomes aware of any
infringement of the Technical Information or TradeMarks it shall
immediately provide the Manufacturer with written notice thereof.
10 INDEMNIFICATIION
10.1 INDEMNITY
Each Party hereto, hereby covenants and agrees to indemnify and
save harmless the other from and against any and all liabilities,
losses, costs (including, without limitation, legal fees on a
solicitor and his own client basis), claims or damages of any
nature whatsoever suffered or incurred by one Party arising out
of or resulting from any representation or warranty of that Party
being untrue or misleading in any material respect or any breach
by that Party of any of its covenants contained in the Agreement.
11 TERM AND TERMINATION
11.1 TERM
This Agreement shall be deemed to have come into force as of the
day and year first above written and the License shall remain in
full force and effect for a period of five (5) years from the
date on which the Manufacturer notifies the Distributor that
Products are available for commercial distribution, unless
terminated earlier, in whole or in part, in accordance with this
Agreement. If, upon the expiration of such five (5) year term,
the License has not been terminated by either party pursuant to
section 11.2 it shall be automatically renewed in respect of
those territories in which the License is then in effect for a
period of one year and thereafter from year to year unless
terminated by either party pursuant to section 11.2(b) below.
11.2 TERMINATION
The License shall be terminable upon the occurrence of any of the
following events:
(a) By the Manufacturer, in respect of any particular Territory,
in the event that the Distributor fails to meet targets
established pursuant to Section 3.2 relating to the purchase of
and payment for Products by the Distributor for that Territory;
(b) By either party upon the appointment of a receiver or a
trustee in bankruptcy for the whole or any part of the assets of
the other part of if an order is made or resolution is passed for
the winding-up of such other party;
(c) By either party upon the failure of the other party to comply
with any of its material obligations hereunder where such failure
continues for a period of thirty (30) days after receipt of
written notice from the non-defaulting party detailing such
breach and requesting that the same be remedied;
(d) By the Manufacturer upon any voluntary abandonment of the
License by the Distributor, including acts or omissions
indicating a willingness, desire or intent to discontinue
operations pursuant to the License or a disregard for the
operation of the business established by the Distributor pursuant
hereto;
11.3 SURVIVAL OF CERTAIN PROVISION
Articles 1,5,6,8 and 9 and Section 15.1 shall survive the
termination of the License for any reason whatsoever.
11.4 PROCEDURES FOLLOWING TERMINATION
Upon termination of the Distributor for any reason:
(a) All unfilled orders of the Distributor for Products from the
Manufacturer shall be canceled without liability on the part of
either party, provided that where there would be a mutual
advantage to fill some or all of such orders this may be done at
the option of the Manufacturer and such act shall not be
construed as an extension of renewal of the License or as a
waiver of termination, but nevertheless all such transactions
shall be governed by terms identical with the terms of this
Agreement;
(b) The Distributor shall remove and discontinue the use of all
signs, stationery, advertising and other material and refrain
from conduct that would make it appear to the public that the
Distributor is still a distributor of the Products, however, if
the License is terminated for any reason by either party, the
Distributor shall not be prevented from selling any Product
purchased from the Manufacturer during or after the term of this
Agreement;
(c) The Distributor shall return to the Manufacturer all written
documents or materials furnished to it by the Manufacturer
relating to the Products or the System; provided that if the
License is terminated only with respect to a particular Territory
pursuant to Subsection 11.2(a), the foregoing procedures need
only be adhered to in respect of that Territory and provided
further that the foregoing procedures shall not apply in respect
of any Territory or Territories if the parties determine that the
Distributor will continue to distribute Products therein on a
non-exclusive basis.
12 NOTICE
12.1 FORM OF NOTICE, ETC.
Any notice required or permitted to be given to a party hereunder
shall be in writing and may be given by personal delivery, by
courier, by mailing the same postage prepaid or by facsimile or
other electronic transmitting device to the president at the
address of such party as follows:
Global Wireless Services, Inc.
000-000 Xxxxxxx Xxxxxx
Xxxxxxxxx, X.X., Xxxxxx, X0X 0X0
PH 000 000 0000 FAX 000 000 0000
Xxxxxx X. Xxxxx
000-0000 Xxxxxxx Xxxxx,
Xxxxxxxxx, X.X., Xxxxxx
PH 000-000-0000
Any notice aforesaid, if delivered personally or by courier or
transmitted by facsimile shall be deemed to have been received on
the date of delivery or transmission and if mailed shall be
deemed to have been received on the fifth business day following
the date on which it was mailed. Any party may change its
address for service from time to time by notice given in
accordance with this Section 12.1
13 RELATIONSHIP OF PARTIES
13.1 NO AGENCY, ETC.
Nothing herein shall be construed in any manner to constitute the
Distributor as an agent or partner of the Manufacturer or the
Manufacturer as an agent or partner of the Distributor. It is
expressly understood and agreed that the Distributor and the
Manufacturer shall at all times by independent contractors.
Except as specifically contemplated herein, the Distributor and
the Manufacturer shall not act, or attempt to act, directly or by
implication, as an agent of the other or in any manner assume or
create, or attempt to assume or create, any obligation on behalf
of, or in the name of the other.
14 INSURANCE
14.1 GENERAL
Each party shall, at its own expense, obtain and maintain during
the term of the License and any renewal thereof, insurance
policies reasonably satisfactory to the Manufacturer. Each Party
shall furnish the other, upon request, with a Certificate of
Insurance (or a copy thereof) evidencing the existence of the
insurance policy referred to above.
15 NON-COMPETITION
15.1 NON-COMPETITION DURING TERM OF AGREEMENT
During the term of this Agreement, neither party shall,
individually or in conjunction with any other person, firm,
partnership, corporation or other third party, as principal,
agent, shareholder, director, employee or guarantor or in any
other manner whatsoever, directly or indirectly carry on, be
engaged in, concerned with or interested in or advise in the
operation of any business utilizing a system similar to the
System of sells products similar to the Products. For greater
certainty, the parties hereby acknowledge and agree that the
continued distribution by the Distributor of the products
currently distributed by the Distributor shall not be considered
to be in breach of the foregoing covenant.
IN WITNESS WHEREOF the parties have executed and delivered this
Agreement as of the date first above written
Global WIRELESS SERVICES, INC.
By: _______________________________
Xxx Xxxxxxx President
______________, ___
By:________________________________
Xxxxxx X XXXXX
SCHEDULE "A"
PRODUCTS
1. Description of Product: Vehicle Monitoring Device Using
Wireless Technology
This product consists of three components:
(a) Wireless Remote Unit: It consists of the following
components: Box, PCB, controller, radio, components, cabling,
relay, and transformer. Other components will be added as the
product evolves and customizations are introduced. Also included
is downloadable firmware.
(b) Monitoring station: The monitoring station will operate
software developed by Global Wireless System. This software will
allow a customer to observe the status of all UPS's equipped with
a Wireless Remote Unit.
2. Exclusive Product - Emergency Vehicles
(a) For the use in existing emergency vehicles
(b) For use in emergency vehicles newly manufactured that do not
include a similar device
SCHEDULE "B"
SALE PRICES
The foregoing prices do not include any sales, use, excise,
customs, import or similar taxes, fees or charges, all of which
are to be paid equally by the Manufacturer and Distributor
pursuant to Article 8.
SCHEDULE "C"
TERRITORIES
Principal Territory: Canada.
Secondary Territory: U.S.A.
(definition of USA are all states that fall within CST (CDT)
time zones. The same 2 time zone rule described above applies.)
A Principal territory is defined as a territory where the
Distributor has direct contact with the customer and may at times
do business through another distributor.
SCHEDULE "D"
Warranty Policy
Global Wireless Services, Inc. (20/20) provides limited
warranties for hardware and software.
A. HARDWARE
Coverage:
Global warrants that the equipment, parts and accessories
manufactured by Global will:
be free from defects in material and workmanship furnished
by Global and used in the fabrication thereof
perform in accordance with 20/20's published specifications
Period of Coverage:
Globals warranty period to distributors and end users is
(12) months from date of shipment from Globals's facilities in
Vancouver, Canada. All defective products must be returned to
Global Wireless Services, Inc., Vancouver, BC, Canada, within
this period.
An optional Extended Warranty is available on all new Global
manufactured hardware if purchased at the time of original
equipment purchase. This Extended Warranty extends the basic
warranty for an additional twelve months, giving an effective
warranty period of twenty-five months from shipment. Pricing for
the optional Extended Warranty can be obtained from your Global
Sales Representative.
Extent of Coverage:
The extent of Global's liability under this warranty as to
any such defects is expressly limited to correction, repair or
replacement of the Global manufactured equipment which is
defective. All such correction, repairs or replacement shall be
accomplished through the Global factory to ensure that the
equipment, part or peripheral involved will meet our repair
specification, and ensure that the unit under repair will not be
kept out of service longer than is reasonably necessary.
Modifications authorized by Service Bulletins and implemented by
the Customer will not affect the warranty if installed in
accordance with the Modification Kit Instructions.
What is Not Covered:
Global will, as to each and every defect, be relieved of all
obligations and liability under the warranty, if:
The equipment is operated with any accessory, equipment or part
not specifically approved by Global and not manufactured by
Global, or to Global's design and specification.
The equipment was not installed, operated or maintained in
accordance with Global's published specifications.
The equipment was installed by someone other than Global's
factory trained and certified technicians.
The equipment was installed by someone other than a technician
trained by a Global authorized trainer.
The equipment was repaired, altered or modified without Global's
approval.
The equipment is not, within the applicable warranty period,
returned to Global's repair facility in Xxxxxxxxx, XX, Xxxxxx,
______________, ___,.
B. SOFTWARE
Coverage:
Global warrants that Global developed software will perform
in accordance with 20/20's published specifications. This
warranty also covers:
physical defect in software disks
Period of Coverage:
Global's software warranty is limited to defects detected
and reported within twelve months of original shipment.
Extent of Coverage:
The extent of Global's liability under this warranty as to
such defects is expressly limited to the correction, repair or
replacement of Global software.
C. ORIGINAL EQUIPMENT MANUFACTURER (OEM) EQUIPMENT
Warranty coverage on equipment not manufactured or branded
by Global is limited to the coverage provided by the manufacturer
of equipment.
Upon request, Global will make every reasonable effort to
give that manufacturer's warranty information to Global
customers. This coverage will not necessarily coincide with the
warranty provided by Global on equipment of Global manufacture.
LIMITATION OF LIABILITY
THE ABOVE WARRANTIES ARE THE FULL EXTENT TO WHICH Global WARRANTS
ITS PRODUCTS AND SOFTWARE. NO OTHER WARRANTY TO PURCHASERS IS
EXPRESSED OR IMPLIED. Global SPECIFICALLY DISCLAIMS THE IMPLIED
WARRANTIES OF MERCHANT-ABILITY AND FITNESS FOR A PARTICULAR USE.
THE LIABILITY OF Global FOR DAMAGES, OTHER THAN FOR PERSONAL
INJURY OR PROPERTY DAMAGE, RELATING TO 20/20's ALLEGED FAILURE OF
PERFORMANCE HEREUNDER OR ANY ALLEGEDLY DEFECTIVE PRODUCT OR
SOFTWARE, WILL, UNDER ANY LEGAL OR EQUITABLE THEORY, BE LIMITED
TO THE ACTUAL PRICE PAID BY THE PURCHASER OF SUCH PRODUCT OR
SOFTWARE, AND WILL IN NO EVENT INCLUDE INCIDENTAL, CONSEQUENTIAL
OR SPECIAL DAMAGES, EVEN IF Global IS NOTIFIED OF THE POSSIBILITY
OF SUCH DAMAGES.
SCHEDULE "E"
PURCHASE QUOTAS
Quota
*Year 1 1000
Year 2 3500
Year 3 10,000
Year 4 15,000
Year 5 20,000
*Year 1 begins 30 days after delivery of first commercial GPS
Wireless Monitoring unit by issued purchase order or 90 days
after signing of this distribution agreement.
