EXHIBIT 10.5
[MITA LETTERHEAD APPEARS HERE]
MITA CUSTOMER ASSURANCE (MITA) DEALER AGREEMENT
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 23666.
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This Agreement will only be binding and effective after it has been accepted and
signed by Mita.
1. APPOINTMENT.
Dealer has signed the Mita Dealer HVC Sales Agreement ("HVC
Agreement"), which is currently in effect. Mita has developed the MCA Program to
work in conjunction with the HVC Agreement. To accomplish this, Mita has
evaluated and placed its HVC Dealers into Categories A,B and C. (See the
attached information from Mita's Technical Department, which may be amended from
time to time, regarding Dealer's Qualification Level.) If Dealer does not know
the Category in which it has been placed for the MCA Program, it should confirm
its status with Mita's Technical Department.
If Dealer is a Category A or B Dealer, it will be appointed as a
non-exclusive MCA Dealer to offer HVC customers in Dealer's Area of Prime
Responsibility, the guarantees and service support under the MCA Program. Dealer
agrees to observe and perform faithfully all its obligations under the MCA
Program.
2. CHANGE OF STATUS.
Procedures and costs for replacing equipment under this Program relate
directly to the Category in which the Dealer has been placed. THE FOLLOWING
IMPORTANT POINTS SHOULD BE NOTED BY ALL DEALERS PARTICIPATING IN THE PROGRAM.
a) Category A Dealers, who have complied with the procedures of this
Program, will have equipment which cannot be repaired replaced at Mita's
expense. Category A Dealers, that use Category B Dealers to assist them with
multiple installations outside the Category A Dealer's HVC Area, shall be
responsible to carry out all equipment replacements for machines installed and
maintained by the Category B Dealer, at the Category A Dealer's expense.
b) Category B Dealers may participate in the Program, however the
equipment replacement must be carried out at the Dealer's expense. Mita will not
pay for, or share in any costs associated with equipment replacement for
Category B Dealers.
c) Category C Dealers cannot participate in this Program, and should not
sign this Agreement.
d) If Dealer's status changes from one Category to another, Mita's
reimbursement or payment of costs associated with the replacement of equipment
will be based upon Dealer's status at the time the equipment replacement is
made.
e) If this Agreement or Dealer's HVC Agreement is terminated, the
equipment which was placed and registered under the Program prior to such
termination, shall continue to be covered by Mita under the Program, if Dealer
continues to comply with the terms and conditions of the Program. No new
equipment may be registered under the Program, after such termination.
f) If in Mita's sole discretion, Dealer fails to properly service
equipment registered under the Program, or fails to comply with the Program,
Mita shall have the right to contact the customer directly, or through another
MCA Dealer, to have the registered equipment evaluated, serviced or replaced
with no liability or compensation to Dealer.
3. SERVICE OBLIGATIONS.
Dealer shall carry out all of its service obligations under Paragraph 11
of the HVC Agreement. In addition, it is agreed that:
a) Dealer will offer all HVC copier customers the guarantees and service
support under the MCA program.
b) DEALER WILL OFFER ALL HVC COPIER CUSTOMERS FULL SERVICE MAINTENANCE
AGREEMENTS, FOR AT LEAST THREE YEARS FROM THE DATE OF THE HVC COPIER PURCHASE,
AT PRICES TO BE DETERMINED BY THE DEALER IN ITS SOLE DISCRETION.
SUCH FULL SERVICE MAINTENANCE AGREEMENTS SHALL INCLUDE, IN WRITING, THE
FOLLOWING REPRESENTATIONS:
i) ALL REPAIR WORK FOR HVC COPIERS WILL BE PERFORMED ONLY BY
DEALER'S SERVICE TECHNICIANS WHO HAVE BEEN CERTIFIED BY MITA;
ii)DEALER WILL PROVIDE THE CUSTOMER WITH A FOUR HOUR SERVICE
RESPONSE TIME ON AVERAGE;
iii) DEALER WILL PROVIDE THE HVC CUSTOMER WITH A LOANER COPIER
SHOULD THE CUSTOMER'S COPIER REQUIRE IN-SHOP REPAIR, OR IF THE DEALER
CANNOT REPAIR THE HVC COPIER WITHIN SIXTEEN BUSINESS HOURS, AT NO
ADDITIONAL CHARGE TO THE CUSTOMER;
iv) DEALER WILL USE MITA BRAND PARTS, PM KITS AND SUPPLIES FOR
THE SERVICE AND UPKEEP OF THE HVC COPIERS COVERED BY THE MCA PROGRAM;
v) DEALER'S NORMAL BUSINESS HOURS FOR SERVICE WILL BE FROM 8:30
A.M. TO 5:00 P.M.;
vi) DEALER WILL PROVIDE ALL PREVENTIVE MAINTENANCE NECESSARY FOR
THE HVC COPIER, AND RESPOND TO ALL EMERGENCY CALLS DURING THE TERM OF
THE CUSTOMER'S FULL SERVICE MAINTENANCE AGREEMENT.
c) Dealer will follow and comply with Mita's MCA policy and procedure
for the registration, repair and replacement of copiers and accessories.
4. REPORTS.
Dealer shall keep good service records for the HVC copiers which shall
include all service work performed, response time, parts installed, serial
number of copier, meter readings etc. If Dealer is requested in writing by
Mita, then Dealer shall provide Mita with the number of HVC copiers covered by
the MCA Program, the serial numbers of those copiers and the initial date of
installation, copies of the service records, and such other information as Mita
may reasonable request, from time to time, regarding the HVC copiers covered
under the MCA Program.
5. SERVICE MARK.
Mita grants to Dealer the non-exclusive right to use the service marks
"Mita Customer Assurance Program" and "MCA Program" during the term of this
Agreement. Dealer acknowledges Mita's ownership, right, title and interest in
the service marks "Mita Customer Assurance Program" and "MCA Program." Dealer
will use the service marks only in accordance with the provisions of this
Agreement and shall not use said marks in any manner not approved or authorized
by Mita, or in any manner in which Mita concludes, in its sole judgment, is
confusing or misleading. Dealer agrees that it will cease using these service
marks upon the termination of this Agreement.
6. MISCELLANEOUS.
Dealer agrees that its participation in the MCA Program is at the
Dealer's sole risk, cost and expense, and that Mita will not compensate or
reimburse the Dealer for any of its costs incurred, except for the issuance of
credit for, or the replacement of, HVC copiers and accessories as provided under
Mita's MCA policies and procedures for repair and replacement of HVC copiers and
accessories.
Mita may at any time with written notice to the Dealer, revise, amend or
terminate the MCA Program.
This Agreement shall terminate automatically and without notice upon the
termination of Dealer's HVC Agreement. This Agreement shall be governed and
construed in accordance with the laws and state of New York.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
MITA COPYSTAR AMERICA, INC.
IMTEK CORPORATION By /s/ Robert Magrino
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(legal name of Dealer) (signature)
By /s/ Michael L. Lowe Robert Magrino, Executive V.P. of Sales
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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)
[LOGO OF MITA APPEARS HERE]