EXHIBIT 10.2
[MITA LETTERHEAD APPEARS HERE]
MITA DEALER AGREEMENT FOR SPECIAL PRODUCTS
This agreement is made and entered into by and between Mita Copystar
America, Inc.("Mita") a corporation with its principal place of business at 225
Sand Road, Fairfield, New Jersey 07004, and IMTEK CORPORATION, d/b/a IMTEK
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OFFICE SOLUTIONS ("Dealer"), a Corporation, with its principal place of business
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at 2800 Build America Drive, Hampton, VA.
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This Agreement will only be binding and effective after it has been accepted and
signed by Mita.
1. APPOINTMENT. Dealer will be appointed as a non-exclusive Mita Special
Products Dealer to market and service only the equipment ("Equipment") and
related products reflected on Exhibit A, for which Dealer must meet Mita's
training requirements. Both the Equipment and related products are referred to
as "Products" in this Agreement. Mita may, in its sole discretion, amend, modify
or discontinue any or all of the Products on Exhibit A, upon thirty days written
notice to the Dealer. Dealer agrees that it will only market the Products in the
United States where it can provide proper service and from the above location,
and the branch location(s) reflected on Exhibit A, unless otherwise authorized
by Mita in writing.
2. TERM. This Agreement will commence on the date of acceptance by Mita, and
will continue on a year-to-year basis unless terminated as provided herein.
3. PRICE AND TERMS OF PAYMENTS. The Purchase prices for the Products and terms
of payment will be set forth, from time to time, on the Mita Dealer Price List
for Special Products. Mita will provide Dealer with thirty days written notice
of any changes in the prices of the Equipment. Mita's terms of shipment are in
writing and will be provided to Dealer. Mita reserves the right to allocate the
Products in a manner deemed appropriate by Mita when such allocation may be
necessary for any reason whatsoever.
4. MINIMUM SALES GOALS. Dealer will be required to achieve certain minimum sales
goals as indicated on the attached Exhibit A ("Minimum Sales Goals"). The
Minimum Sales Goals shall be established by Mita based upon its evaluation of
the sales potential of the Dealer, taking into consideration the size and
population surrounding Dealer's location(s), Dealer's previous sales record,
estimated total prior sales of copier and facsimile equipment, and related
products in Dealer's area, and other economic and market factors considered
pertinent by Mita. Mita shall review the sales performance of Dealer
periodically as the need arises. Mita will consult with Dealer regarding all
goals established by Mita under this Agreement, but Mita shall have final
authority in setting Minimum Sales Goals. Mita will notify Dealer in writing of
any changes in Dealer's Minimum Sales goals.
5. SALES PROMOTION. Dealer shall use its best efforts to promote the sale, lease
and rental of the Products in areas where it can provide proper service. Dealer
shall use marketing programs that include thoroughly trained sales personnel
who are familiar with the Products. In addition, Dealer shall conform with and
carry out the marketing programs and policies of Mita as announced by Mita in
writing from time to time.
6. SERVICE OBLIGATION AND AREA OF SALES. The Dealer may market the Equipment
anywhere it can provide prompt, professional, willing, and courteous
maintenance, repair, and warranty service.
The Dealer shall: a) establish and maintain a qualified service staff
trained for the Products; b) send its maintenance personnel to such schools as
Mita shall offer from time to time; c) have its maintenance personnel complete
video training programs offered by Mita; d) maintain an adequate inventory of
Mita brand spare parts and supplies to perform its service obligations; e)
purchase Mita parts kits when Dealer makes its initial purchase of an Equipment
model; f) not sell parts and supplies which do not work properly in the
Equipment or which fail to meet Mita's specifications; g) comply with and carry
out the service requirements associated with the Mita Equipment Warranty Policy
and Procedure; h) carry out any special service requirements or programs which
Mita deems necessary; and i) not alter or remove any serial numbers or labels
from the Products, nor alter any counters found in the Products.
From time to time, Mita's representatives may visit Dealer's location
and evaluate the service provided by Dealer. Mita's service representatives may
inspect Dealer's service records and facilities to assure compliance with the
above standards, and to obtain service data related to the Products. Dealer
agrees to take any corrective action requested by Mita to improve Dealer's
service.
7. WARRANTIES AND WARRANTY SERVICE. Dealer agrees to incorporate the Mita
Limited Warranties packaged with the Equipment, in each of its agreements for
sale to the end-user. As an integral part of Dealer's service obligation, Dealer
will perform, pursuant to the Mita Equipment Warranty Policy and Procedure (the
"Warranty Policy") in effect at the time, without charge to the end-user, such
service as may be required to fulfill the provisions of Mita's warranties. For
performing such service, Mita will credit Dealer's parts account for the parts
returned, after the Dealer has properly completed and submitted to Mita the
documentation, all as set forth in the Warranty Policy. Dealer's labor and labor
costs are expressly excluded. Dealer shall only use Mita brand parts when
performing service under the Warranty Policy. After the Warranty period, Dealer
agrees to make "per call" and annual contract service available at industry-wide
competitive rates to Dealer's customers, and any customer who brings or delivers
the Equipment to Dealer, no matter where the Equipment was purchased.
The Products are warranted to Dealer and end-users only to the extent,
and in accordance with the conditions, set forth in the Warranty Policy. There
are no other warranties on the Products. ANY CURRENT WARRANTY PUBLISHED BY MITA
IS IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY,
INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. MITA SHALL IN NO EVENT BE LIABLE FOR ANY SPECIAL INCIDENTAL
OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THE SALE OF ANY PRODUCT TO DEALER,
OR OTHERWISE.
Mita's liability, if any, shall in all events be limited to repair or
replacement of any defective Products, all to the extent set forth in Warranty
Policy, and Dealer's rights to obtain repair or replacement pursuant to any
such warranty statement shall be the Dealer's sole and exclusive remedy. Without
limiting any of the foregoing, Mita shall incur no liability to Dealer or any
customer of Dealer arising out of any contract or arrangement between Dealer and
any of the customers, unless Mita shall expressly and in writing agree to the
contrary. If Dealer's warranty to the customer is greater than the Mita Limited
Warranty, Dealer shall advise customer that Mita is not responsible for
Dealer's extended warranty.
8. NATIONAL AND GOVERNMENT ACCOUNTS. If Mita requests, Dealer will service
Mita's National and Government Accounts located in Dealer's area, and Mita
agrees to compensate Dealer for such service, and Dealer accepts the
compensation and terms and conditions of Mita's National Account Representative
Program as amended from time to time. Further, Mita in its sole discretion
reserves the right to add or remove Dealer's name from Mita Dealer Service
Locations listed in Mita's Federal Supply Schedule with the General Services
Administration Federal Supply Service (GSA Schedule).
9. RELATIONSHIP OF THE PARTIES. It is expressly understood that Dealer is an
independent contractor and that Dealer has not been granted a franchise. Dealer
will not under any circumstances sign on Mita's behalf any agreements, forms or
other documents. This Agreement will not create a partnership, employment, or
agency relationship between Mita and Dealer, and no act or obligation of either
party shall in any way bind the other except as expressly set forth herein.
Salespeople and other employees utilized by Dealer in connection with its
obligation hereunder will be under the management and control of Dealer and
under no circumstances will be considered employees or agents of Mita.
10. SECURITY INTEREST. Dealer hereby grants Mita, as security for all amounts
now or in the future owed Mita, a continuing security interest in all Mita
products, now owned or hereafter acquired, and the proceeds thereof, as may be
granted under the Uniform Commercial Code in the jurisdiction where Dealer is
located. Dealer agrees to execute a standard security agreement, financing
statements, and any other documents necessary to perfect Mita's security
interest.
11. TRADEMARKS. Dealer acknowledges the validity of the Mita trademarks and
other trade names affixed to the Products, and that such trademarks and trade
names are exclusively owned by Mita or its parent company. Dealer further
acknowledges that considerable time and money have been expended to create the
goodwill associated with the Mita trademarks and that such goodwill belongs to
Mita. Nothing contained herein shall give Dealer any interest or right in the
trademarks or other trade names affixed to the Products except as is expressly
granted herein.
Dealer shall not use the trademarks "MITA" and the "MITA" logo except as
specifically authorized by Mita. Dealer shall not use Mita's trademarks as part
of its corporate, trade, or other business name; or in any manner not approved
or authorized by Mita; or in any manner in which Mita concludes, in its sole
judgement, is confusing or misleading, or reflects negatively on the quality or
goodwill associated with the trademarks or Mita. Dealer shall not alter or
remove the Mita trademarks from any of the Products, or affix any other name or
marks to the Products.
12. ETHICS. Dealer will maintain the highest ethical business standards and
avoid and refrain from being involved in any activities which may in any manner
disparage the Mita name, any of Mita's marks, or the Mita Products. Further, in
the conduct of its business, Dealer will comply with all federal, state and
local laws, rules and regulations.
Dealer shall make no statement which contains representations with
respect to the Products which exceeds the specifications approved in writing by
Mita. Dealer shall not make any false, misleading or deceptive representations
to anyone or engage in any unfair trade practices. Dealer shall be solely
responsible for the actions of its personnel and its sales and service
representatives. Dealer shall indemnify and hold Mita harmless from any and all
liability or damages that may result from a breach of this section.
13. TERMINATION. This Agreement may be terminated by either party upon 120 days'
prior written notice at any time, with or without cause and without liability,
provided that in the event of a material breach by Dealer of the provisions of
this Agreement, Mita may terminate this Agreement effective immediately. After
termination, if the Dealer's account is current, Mita will sell the Dealer parts
and supplies for the Equipment at the Mita Dealer prices then in effect, on a
C.O.D. basis, for no less than one year from the date of Dealer's last purchase
of the Equipment model to which the parts and supplies are related. Upon
termination of this Agreement, Dealer, at its expense, shall immediately
discontinue the use of, and remove from its business locations, vehicles,
stationery, advertisements, etc., any Mita trademarks authorized under this
Agreement.
14. DELAYS. Mita will not be liable under this Agreement for damages or delays
caused by strikes, vendors, lockouts, accidents, delays in manufacturing, delays
in carriers, acts of God, governmental actions, or any other causes beyond its
control.
15. HEADINGS. The headings in this Agreement are for the convenience of the
parties and shall have no interpretive effect. This Agreement sets forth the
entire understanding of the parties. If it is necessary to bring an action to
enforce this Agreement, Mita shall be entitled to all costs and fees incurred,
including reasonable attorney's fees.
16. ASSIGNMENT. Neither this Agreement nor any interest or right hereunder may
be assigned by either party without the prior written consent of the other
party.
17. NOTICES. Notices required or permitted to be given hereunder shall be
in writing and sent by mail to the principal office of the other party indicated
herein or at such other address as the parties may designate in writing.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
MITA COPYSTAR AMERICA, INC.
IMTEK CORPORATION By /s/ Allen Mahmarian
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(legal name of Dealer) (signature)
By /s/ Michael L. Lowe Allen Mahmarian, V.P. IDI Division
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(signature) (name and title)
Michael L. Lowe, Pres, COO Accepted November 26, 1997
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(name and title) (date of acceptance)
EXHIBIT A
Equipment Models:
DC-1824ZS
DC-1824F
DC-3648
DC-1824II
Minimum Sales Goals:
MONTHLY FIGURE:
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$5,000
Branch Locations (if any):