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Exhibit 10.8
SALES REPRESENTATIVE AGREEMENT
THIS SALES REPRESENTATIVE AGREEMENT (this "Agreement") is entered into as of
the 4 day of March, 1994, by and between FINNIGAN CORPORATION, a subsidiary of
Thermo Instruments, (hereinafter referred to as the "Company") with its
principal office located at 355 River Oaks Parkway, San Jose, California 95134
and EURO TECH (FAR EAST) LTD, (hereinafter referred to as the "Representative")
with its principal office located at 18/F Gee Chang Hong Centre, 65 Wong Chuk
Hang Road, Hong Kong.
In consideration of the mutual covenants and agreements hereinafter set forth,
the Company and the Representative hereby agree as follows:
1. REPRESENTATION AND TERRITORIES. The Company hereby appoints and authorizes
the Representative, and the Representative agrees to act, as exclusive
selling representative to sell the Company's products ("Products") and
territories ("Territory") set forth in Exhibit(s) attached hereto and
incorporated by this reference herein (or in such thereof, or additional
territories, as set forth by the Company in a written and signed amendment
to this Agreement).
The Company retains the right to sell to Original Equipment Manufacturers
("OEMs") in the Territory without payment of a commission to the
Representative. In addition, products may be sold in the Territory through
the normal distribution channels of an OEM without payment of a commission
to the Representative; provided that the OEM is a party to an agreement
with the Company for the supply of products. The Company may, at its sole
discretion, continue to deal directly with an end user or with
representation other than through the Representative. In such event, the
Company will consult with the Representative, advise him of all activity,
and compensate him according to services rendered, in an amount determined
by the Company at its sole discretion.
2. COMMISSION
(a) As consideration for such representation, the Company shall pay the
Representative for all sales of the Company's products in the foregoing
territory or territories, except as prohibited by law or as otherwise
altered by prior mutual agreement, a commission based upon the type of
product sold, the classification of the Representative and the net sale
price, f.o.b. Factory, as set forth in Exhibit(s), attached hereto and
incorporated by this reference herein. The Commission is subject to change
by the Company with ninety (90) days notice to the Representative. All
sales are bound by the Company's conditions of sales in effect at the time
of sale, which presently are as stated in Exhibit(s), attached hereto and
incorporated by this reference herein.
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(b) No commission will be paid for repairs, replacement parts, instruction
manuals or other written documentation.
(c) It is recognized that orders are sometimes placed on the basis
of price as the sole factor. In such cases, it is agreed that a lesser
commission rate may be accepted by a Representative if it appears to be in the
best interest of both parties hereto and if the amount of such lesser
commission is mutually agreed upon or before the date of quotation.
3. PAYMENT TERMS. For Class A products, 50% of the commission is payable on or
before the thirtieth (30th) day after, and only to the extent the Company
receives the sales proceeds. The additional 50% of commission is payable upon
receipt of evidence of complete acceptance by the customer. Commissions on
Class B and C Products sold directly to the end user shall be payable on or
before the thirtieth (30th) day after, and only to the extent the Company
receives the sales proceeds. Commission on Products sold directly to the Sales
Representative will be in the form of a discount as specified in Exhibit(s). A
statement, showing the invoice number for each relevant sale, the total
payment on which commissions are due for such sale and the amount of
commission paid, will accompany the commission check. Commissions paid by the
Company on items subsequently returned by the customer for credit shall be
repaid to the Company by the Representative and, if not then repaid, may be
deducted from the next commission payment due to the Representative.
4. SALES DEMONSTRATORS AND MATERIALS. The Company shall provide the
Representative with such demonstrators, sales literature, technical data and
other sales aids as the Company may deem desirable for the promotion and sales
of the Products. All such items shall remain the property of the Company and
shall be returned to the Company upon demand.
5. MATTERS RESPECTING SALES AND PRODUCTS. The Company shall establish and
have exclusive control over all prices, discounts, specifications, terms of
sale changes thereto, and shall be solely responsible for the design,
development, supply, production and performance of its products. The Company
grants the representative the authority to establish local prices which can be
up to but not exceed 120% of the Company's published list prices. This
Agreement shall extend to and include any new products or improvements added to
the Company's line during the term hereof with any new product or improvement
being classified by the Company in accordance with Exhibit(s) herein.
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All orders shall be subject to the Company's acceptance orders, or make any
price quotations, delivery or performance promises, or product warranties
or representations, without the Company's prior written approval. The
Representative shall not incur any other obligations or expenses relative
to the sale of the Company's products for which the Company will be
responsible without the Company's prior written approval. Unless otherwise
agreed to in writing by the Company, the Company shall not be responsible
for delays, failures to deliver, failure in shipment or other casualties
occasioned by strikes, labor troubles, natural disasters, wars, acts of
governments or other causes beyond its control.
6. PROPRIETARY INTEREST. It is understood that the Company has and shall
retain sole and exclusive rights to all inventions, patents, improvements,
trademarks, trade names, trade secrets, and other matters if a proprietary
nature relating to its products and business. The Company agrees to hold
the Representative harmless from all liability for infringement of any
patent rights or other rights of third parties which may result from the
Representative's sale and distribution of the Company's product.
Notwithstanding any of the foregoing, however, the Representative is not
authorized to disclose to the Company, or otherwise use in the course of
representation of the Company, any proprietary rights, including trade
secrets and customer lists, belonging to any third parties, and the
Representative shall hold the Company harmless for any liability relating
thereto. The Company's customer list and pricing structure shall at all
times remain the exclusive property of the Company.
7. RESPONSIBILITIES OF ALL REPRESENTATIVES.
(a) The Representative shall establish and maintain a sales organization
enabling him at any time to carry out the tasks and obligations he incurs
under this Agreement.
(b) The Representative shall work diligently to promote and sell the
Products to the best of its ability through its sales and service staff and
shall ensure that its staff is given the necessary training to provide
competent sales assistance to the customers. Such promotion and sales will
also be supplemented by:
(i) personal visits to, and correspondence with, potential purchasers
of the Products.
(ii) advertising, trade exhibitions, technical seminars, and by the
distribution of printed matter, all of its own expense unless
otherwise agreed to in writing by the Company.
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(c) The Representative shall, within one month from the date of signing this
Agreement, establish a sales forecast for the current calendar year.
Subsequently, the Representative shall, at the request of the Company, provide
a monthly sales forecast submitted to the Company during the 3rd week of each
month.
(d) The Representative shall advise prospective customers in the selection of
Products, and shall furnish them, whenever possible and necessary, with the
information desired and shall at all times have ready and available the sales
literature required.
(e) The Representative shall advise the Company of the progress of sales
cases. The Representative will consult with the Company as required on all
sales inquiries, and in all technical matters required to support the sales
situations.
(f) The Representative will keep detailed records showing clearly all
inquiries and sales of the Products and will allow the authorized officers of
the Company to have access to these records.
(g) The Representative, in conjunction with the Company, shall organize
periodic meetings of the users of the Products.
(h) The Representative shall periodically contact each user to determine the
user's satisfaction with the Products it has purchased. The Representative
shall immediately notify the Company in the event of problems requiring
technical advice or assistance.
(i) The Representative shall at all times give consideration to the
anticipated customers orders and shall establish and maintain an inventory of
instrument and spare parts appropriate to the needs of users in the Territory.
(j) The Representative shall only agree upon binding terms of delivery with
the customers if it has the Products concerned in its inventory or if it has
already made a firm agreement with the Company for shorter terms of delivery.
(k) The Representative shall, at its expense, promptly, and in any case
quarterly, advise the company of the market potential, trends, and competitive
activity in the Territory.
(l) The Representative shall provide the Company with a list of all companies
for which he is a representative as of the date hereof, and will notify the
Company of all changes. The Representative shall not engage in any activity
constituting direct competition with the Company, through its staff or
otherwise.
(m) The Representative shall be responsible for all local customs,
importation, and local transport fees and taxes for the Products.
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(n) The Representative shall immediately advise the Company of any
changes affecting the Representative's ability to perform, including, but
not limited to , change in its qualified personnel or ownership or control
of the Representative.
8. ADDITIONAL RESPONSIBILITIES FOR CLASS A PRODUCTS.
(a) The Representative shall provide full sales, installation, warranty,
and other customer services for the applicable Class A Products with
essentially no support from the Company.
(b) The Representative shall maintain trained sales staff such that only
minimal assistance from the Company is required. Such training will be at
the Representative's expense, except that the Company will provide tuition
for approved training courses at the Finnigan Institute or other Company
facilities. The Company shall be the sole judge of the Representative's
qualifications.
(c) The Representative shall undertake at its own expense to send
qualified members of its staff for special training by the Company in order
to install and service the applicable instruments. The Company will provide
tuition for such qualified personnel at approved courses conducted at the
Finnigan Institute or other Company facilities. The Company shall be the
sole judge of the ability of the Representative's staff to carry out
installation and service obligations.
(d) The Representative shall conduct preinstallation surveys of the
customer's facility to ensure that the facility meets the applicable
requirements.
(e) The Representative shall be responsible for all spare parts,
including those supplied by the Company under warranty.
(f) The Representative shall be responsible for installation of the
Product, including demonstration of its specification and receipt of
customer acceptance.
(g) The Representative shall respond in a timely manner to all customer
requests for warranty service, and provide such parts and service at no
additional charge to the customer throughout the warranty period.
(h) The Representative shall maintain a stock of spare and consumable
parts sufficient to meet the anticipated needs of the Products in the
Territory.
(i) The Representative shall compensate the Company at is standard
billable rates, for installation or warranty service which is the
responsibility of the Representative but which must be performed, at the
sole discretion of the Company,
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by the Company due to inability of the Representative to perform such
service in a timely manner.
9. RESPONSIBILITIES OF THE COMPANY IN SUPPORT OF CLASS A PRODUCTS.
(a) The Company shall recommend appropriate training for qualified sales
and service staff of the Representative, and provide such training fee of
tuition charges. Schedules for such training are at the Company's sole
discretion.
(b) The Company shall provide technical information required to support
the Representative's service personnel.
(c) The Company shall provide parts for warranty service at no charge to
the Representative for a period of ninety (90) days from system shipment.
The Company will replace, at no charge, those parts used from the
Representative's stock during this period, upon receipt of a service
report.
10. ADDITIONAL RESPONSIBILITIES FOR CLASS B PRODUCTS.
(a) The Representative shall provide sales, marketing, and minor service
support for the applicable Products.
(b) The Representative shall provide qualified sales staff for training
at its own expense. The Company will provide tuition for approved courses
at the Finnigan Institute or other Company facilities. The Representative
shall maintain such trained personnel on its staff at all times. The
Company will be the sole judge of the qualifications of the proposed staff
personnel.
(c) The Representative shall actively market and sell the Products with
support from the Company as appropriate based on mutual review of the
specific sales situation.
(d) The Representative shall conduct preinstallation surveys of the
customer's facility to ensure that the facility meets the applicable
requirements.
(e) The Representative shall provide a qualified engineer to assist the
Company's engineer with the Product installation. This assistance is
intended to provide the Representative's engineer with the ability to
perform minor service support.
(f) The Representative shall facilitate and assist the Company's service
engineer in matters of travel arrangements, technical preparation for
service visits, and local procurement of parts and services.
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(g) The Representative shall forward, on a monthly basis, a report on the
operating status of each Product, including any outstanding service
requirements.
(h) The Representative shall maintain a stock of spare and consumable
parts sufficient to meet the anticipated needs of the Products in his
Territory.
(i) The Representative shall provide technical service advice to the
customer, to the best of his ability.
(j) In the event that the Representative, as the local contact, is
required by the customer to provide installation and warranty for a
specified Product, this service will be sub-contracted from the Company.
11. RESPONSIBILITIES OF THE COMPANY IN SUPPORT OF CLASS B PRODUCTS.
(a) The Company shall recommend appropriate training for qualified sales
staff of the Representatives, and provide such training free of tuition
charge at the Finnigan Institute or other Company facility. Schedules for
such training are at the Company's sole discretion. The Company may
establish qualification requirements for Representative participants.
(b) The Company shall install the Product and obtain customer acceptance.
(c) The Company shall be responsible for warranty parts and labor.
(d) The Company may, at its sole discretion purchase services from the
Representative in order to discharge its installation or warranty
obligations at the Representative's prevailing billable service rate.
12. ADDITIONAL RESPONSIBILITIES FOR CLASS C PRODUCTS.
(a) The Representative shall provide sales and local logistics support,
but has no service responsibilities.
(b) The Representative shall provide qualified sales staff for training
at its own expense. The Company will provide tuition for approved courses
at the Finnigan Institute or other Company facility. The Representative
shall maintain such trained personnel on its staff at all times. The
Company will be the sole judge of the qualifications of the proposed staff
personnel. Schedules for such training are at the Company's sole
discretion. The Company may establish qualification requirements for
Representative participants.
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(c) The representative shall actively market and sell the Products, with
support from the Company as appropriate based on annual review of the
specific sales situation.
(d) The Representative shall be responsible for all local customs,
importation, and transport of the product to the customer's site.
(e) The Representative shall facilitate and assist the Company's service
engineer in matters of travel arrangements, technical preparation for
service visits, and local procurement of parts and services.
(f) The Representative shall forward, on a monthly basis, a report on the
operating status of each Product, including any outstanding service
requirements.
(g) In the event that the Representative, as the local contact, is
required by the customer to provide installation and warranty for a
specified Product, this service will be subcontracted from the Company.
13. RESPONSIBILITIES OF THE COMPANY IN SUPPORT OF CLASS C PRODUCTS.
(a) The Company shall recommend appropriate training for the qualified
sales staff of the Representative, and provide such training free of
tuition charge at the Finnigan Institute or other Company facility.
Schedules for such training are at the Company's sole discretion. The
Company may establish qualification requirements for Representative's
participants.
(b) The Company shall install the product and obtain customer acceptance.
(c) The Company shall be responsible for warranty parts and labor.
(d) The Company may, at its sole discretion, purchase services from the
Representative in order to discharge its installation or warranty
obligations at the Representative's prevailing billable service rate.
14. TERM AND TERMINATION. The term of this Agreement shall be for a period from
the date above written until terminated.
(a) by either party upon ninety (90) days written notice given to the
other party at the principal office of such other party; or
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(b) Immediately upon written notice given by the Company to the
Representative, at Representative's principal office upon (i) the breach of
the Representative's obligation hereunder in a manner to discredit the
Company's products or business; or (ii) the Representative's insolvency,
bankruptcy, illegal activities, inability to function, proven moral
turpitude or similar actions.
15. OBLIGATIONS ON TERMINATION.
(a) The Representative shall promptly return all data, information,
literature, and materials provided by the Company.
(b) The Company will reimburse any inventory of products sold to the
Representative by the Company which are in good working condition and of
merchantable quality and not obsolete, for the net price of the original
invoice, less depreciation valuation, but without duties or taxes.
(c) The Company shall assume the obligation remaining in all unexpired
warranties only to the extent that it may be covered by the standard
Company warranty terms. The Representative shall compensate the Company for
accepting any and all warranty obligations. The compensation shall be
prorated and based on a rate of 5% of applicable F.O.B. product price for
the 12 month warranty.
(d) The Representative shall promptly complete any or all outstanding
installations and shall obtain customer acceptance within sixty (60) days
from the date that termination notice is given.
(e) In the event the Representative is unable to complete installations
and obtain customer acceptance with sixty (60) days, the Company shall
assume the responsibility to complete any or all installations and obtain
customer acceptance. The Representative shall compensate the Company for
accepting any or all installation responsibilities on a prorate basis at 5%
F.O.B. product price for complete installation. The Company will be the
sole judge of the extent of incompletion of the installation.
16. COMMISSION UPON TERMINATION. Upon the effective date of termination
as provided in Section 14 above, the Representative shall receive
commissions, as otherwise set forth in Section 3 herein in the full amount
thereof, as provided in Section 4 herein, for all commissionable orders on
the books which have been accepted by the Company as of the effective date
of termination.
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17. RELATIONSHIP OF PARTIES. Company shall exercise no control over the
activities and operations of the Representative except as herein provided;
and the Representative shall be free to conduct business as may seem fit,
calling on whatever customers within the Representative's territory or
territories as may be desired except as stated herein, and covering such
parts of said territory or territories and at such frequency as may be
chosen, but at no time will the Representative act contrary to the
Company's interests. The Representative shall, in correspondence,
quotations, and other dealings, clearly indicate that he is acting as
principal, and sign with its own firm name. The name and logo of the
Company shall not appear on stationary used by the Representative except as
a marginal note approved by the Company showing in the appropriate local
language "Commission Representative of Finnigan MAT." The Representative
shall have no power or authority to act for, bind, or commit the Company,
nor shall the Representative have authority to make contacts or incur
liability on behalf of the Company. The Representative will establish and
maintain a suitable place of business to handle the sales of the Company's
products and will use all due diligence in promoting the sale of the
Company's products. The Company will place no restrictions on the number of
other accounts handled by the Representative but the Representative shall
not sell any items directly competitive with the Company's except as
approved in writing by the Company.
The Representative may employ suitable and desirable personnel in its
territory or territories but it is understood that any such are at the
Representative's own risk, expense and supervision, and as such shall have
no claim against the Company for salaries, commissions or other items of
cost, and the Representative warrants that any such personnel shall be
subordinate to the Representative and subject to all obligations
applying to the Representative. Each part to this Agreement is
recognized as an independent contractor and nothing herein contained
shall be deemed to constitute one party as an agent, employee or partner
of the other.
18. ASSIGNABILITY BY REPRESENTATIVE. The franchise, rights and duties
conferred or imposed upon the Representative herein are personal in nature
and are not subject to voluntary or involuntary assignment, delegation or
encumbrance, or to assignment or delegation by operation of law.
19. CHANGE OF PRINCIPAL OFFICE. The location of the principal office of either
party herein may be changed for purposes hereof by an appropriate written
notice given to the other party.
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20. GOVERNMENT CONTRACTS. It is specifically understood that all of the terms
and conditions herein are subject to, and will be superseded by, the
provisions of any contracts of sale which may be entered into between the
Company and any governmental bodies or agencies.
21. GOVERNMENT RESTRICTIONS.
(a) All requests by the Representative for delivery of the Products are
conditioned upon receipt by the Company of valid export licenses.
(b) The Representative shall be responsible for imposing any resale
restrictions on the customer that are required by the official regulations
of any countries in which the Products are manufactured or purchased, or of
regulations in the Territory of the representation. To the best of its
ability, the Company will advise the Representative of the current
regulations.
(c) The Representative will assist the Company in obtaining the necessary
signatures for all applicable licensing forms.
22. FOREIGN CORRUPT PRACTICES ACT OF 1977. In compliance with this law,
Representatives covenants that it, and any person acting on its behalf,
including without limitation, any local agent appointed by Representative
pursuant to Representative's authority, will not violate, directly or
indirectly, the provisions of the Foreign Corrupt Practices Act of 1977,
and, in particular, will not offer, pay, promise to pay, or authorize the
payment of any money, or offer, give, promise to give, or authorize the
giving of anything of value to
(a) any foreign officials for purposes of
(i) influencing any act or decision of such foreign official in his
official capacity, including a decision to fail to perform his
official functions; or
(ii) inducing such foreign official to use his influence with a
foreign government or instrumentality thereof to affect or
influence any act or decision of such government or
instrumentality;
in order to assist in obtaining or retaining business for or with, or
directing business to, any person;
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(b) any foreign political party or official thereof or any candidate for
foreign political office for purposes of
(i) influencing any act or decision of such party, official, or
candidate in its or his official capacity, including a decision
to fail to perform its or his official functions; or
(ii) inducing such party, official, or candidate to use its or his
influence with a foreign government or instrumentality thereof to
affect or influence any act or decision of such government or
instrumentality,
in order to assist in obtaining or retaining business for or with, or
directing business to, any person;
(c) any person, while knowing or having reason to know that all or a
portion of such money or thing of value will be offered, given, or
promised, directly or indirectly, to any foreign official, to any foreign
political party of official thereof, or to any candidate for foreign
political office, for purposes of
(i) influencing any act or decision of such foreign official,
political party, party official, or candidate in his or its
official capacity, including a decision to fail to perform his or
its official functions; or
(ii) inducing such foreign official, political party, party official,
or candidate to use his or its influence with a foreign
government or instrumentality thereof to affect or influence any
act or decision of such government or instrumentality,
in order to assist in obtaining or retaining business for or with, or
directing business to, any person.
Representative recognizes that Principal will inform the U.S. Department of
Justice if Principal determines that either Representative or any of its
agents have violated the Foreign Corrupt Practices Act of 1977, the
prohibitions of which are set forth in this section.
23. FORCE MAJEURE. Neither party hereto shall be liable for failures to
perform due to contingencies beyond its reasonable control, including, but
not limited to, strike, riot, war, fire, act of God, accident, or any
action by any governmental body,
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24. SUCCESSORS AND CONSTRUCTION. This Agreement and all of the terms and
conditions herein:
(a) shall be binding upon and inure to the benefit of the permitted
successors, assigns, receivers, personal representatives and heirs of the
parties hereto;
(b) contain the whole understanding of the parties superseding any prior
agreements, written or oral, and may be modified only by mutual written
agreement, if any, as the parties hereto may execute; and
(c) are to be construed and enforced in accordance with the laws of the
State of California.
25. ARBITRATION. Any controversy or claim arising out of or relating to
this Agreement, or the breach thereof, shall be settled by arbitration in
San Francisco, California, or at such other place as the parties hereto
mutually agree upon, in accordance with the Rules of the American
Arbitration Association, and judgment upon the award rendered by the
arbitrator, or arbitrators, may be entered in any court having
jurisdiction thereof.
26. CAPTIONS. The captions and titles used in connection with the paragraphs
herein are inserted for convenience only and are not intended for use
in the construction or interpretation of the terms hereof.
27. NOTICES. Any notice given hereunder shall be sent by pre-paid letter
addressed to the last known address of the party to whom the notice is
given and shall be deemed to have been given seven (7) days after it has
been placed in first class mail, return receipt requested.
28. SEVERABILITY. In the event that any provisions of this Agreement becomes
or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and
effect without said provision, provided that no such severability shall be
effective if it materially changes the economic benefit of the Agreement to
any party.
29. MODIFICATION OF EXHIBITS. The Company reserves the right from time to time
to modify the terms of Exhibit(s) attached hereto by giving not less than
thirty (30) days written notice of such modification to the Representative.
No such modification shall become effective prior to the expiration of such
thirty (30) day period unless otherwise agreed in a writing signed by the
Representative.
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IN WITNESS WHEREOF, the Company and the Representative have duly executed this
Agreement as of the day and year first above written.
FINNIGAN CORPORATION ("Company") REPRESENTATIVE
By ____ILLEGIBLE__________________ By ____ILLEGIBLE__________________
General Manager Managing Director
Title ___________________________ Title ___________________________
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EXHIBIT 1A
SAN JOSE PRODUCTS
THIS EXHIBIT is part of the Sales Representative Agreement entered into on the
____ day of March, 1994 by and between EURO TECH (FAR EAST) LTD (the
"Representative") and FINNIGAN CORPORATION (the "Company").
PRODUCTS:
The following products supplied by the Company are included:
Magnum, Tracker, Witness, ITMS, Incos XL, SSQ710C,
SSQ7000, TSQ7000.
GEOGRAPHIC TERRITORY:
The Representative is assigned the following geographic territory:
Hong Kong and Macao
COMMISSION/DISCOUNTS:
CLASS A PRODUCTS:
Magnum, Tracker, Witness, Incos XL;
These products will yield a commission of 25% based upon
published International List Price.
CLASS B PRODUCTS:
SSQ710C, SSQ7000, TSQ7000, ITMS:
These products will yield a commission of 10% based upon
published International List Price.
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SPARE PARTS:
Spare Parts purchased by the Representative will receive a 25%
discount based upon the published International List Price.
Spare Parts purchased by the Customer in the Representative's
assigned territory will receive a 25% commission based upon the
published International List Price.
PAYMENT TERMS:
System sales directly from the end user or from the Representative for
resale:
Irrevocable and Confirmed Letter of Credit payable to Finnigan
Corporation upon presentation of shipping documents.
Sale of Parts directly to the end users:
Irrevocable and Confirmed Letter of Credit payable to Finnigan
Corporation upon presentation of shipping documents.
Sale of Parts for the Representative's account:
Payable (45) days following shipment. Delinquent accounts are subject
to interest of 2% per month from the date of shipment.
SUPPORT CONTACTS:
The Company has assigned the following individuals as the official
contacts:
Sales: Nancy Kuo, Don Remling, Ying Chow
Service: Adi Loo
EXHIBIT APPROVAL:
FINNIGAN CORPORATION ("Company") REPRESENTATIVE
By_______ILLEGIBLE______________ By_____ILLEGIBLE_______________
Vice President/General Manager
Date____7 MARCH 1994____________ Date___4 (ILLEGIBLE)/94________
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EXHIBIT 1B
SAN JOSE PRODUCTS
THIS EXHIBIT is part of the Sales Representative Agreement entered into on the
____ day of March, 1994 by and between EURO TECH (FAR EAST) LTD (the
"Representative") and FINNIGAN CORPORATION (the "Company").
PRODUCTS:
The following products supplied by the Company are included:
Magnum, Tracker, Witness, Incos XL
GEOGRAPHIC TERRITORY:
The Representative is assigned the following geographic territory
(excluding the forensic market in all provinces listed):
1) Shanghai
2) Guang Dong, Hainan, Hunan
The Representative is assigned the following geographic territory for the
environmental market only:
1) Hei Long Jiang, Jilin, Liaoning
COMMISSIONS/DISCOUNTS:
CLASS A PRODUCTS:
None
CLASS B PRODUCTS:
Magnum, Tracker, Witness, Incos XL:
This product will yield a commission of 10% based upon published
International List Price.
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PAYMENT TERMS:
System sales directly from the end user or from the Representative for
resale:
Irrevocable and Confirmed Letter of Credit payable to Finnigan
Corporation upon presentation of shipping documents.
SUPPORT CONTACTS:
The Company has assigned the following individuals as the official
contacts:
Sales: Nancy Kuo, Don Remling, Ying Chow
Service: Adi Loo
EXHIBIT APPROVAL:
FINNIGAN CORPORATION ("Company") REPRESENTATIVE
By______ILLEGIBLE_______________ By_____ILLEGIBLE______________
Vice President/General Manager
Date____7 MARCH 1994____________ Date___4 (ILLEGIBLE)/94_______
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EXHIBIT 2
EUROPEAN PRODUCTS
THIS EXHIBIT is part of the Sales Representative Agreement entered into on the
4 day of March, 1994 by and between EURO TECH (FAR EAST) LTD (the
"Representative") and FINNIGAN CORPORATION (the "Company").
PRODUCTS:
The following products supplied by the Company are included:
MAT 95, MAT 95Q, MAT 900, Vision 2000, Vision 2000 L,
MAT 252, MAT 262, Tracermat, Delta S, Delta C, THQ,
MAT 271, MAT 281, Element
GEOGRAPHIC TERRITORY:
The Representative is assigned the following geographic territory:
Hong Kong and Macao
COMMISSIONS/DISCOUNTS:
CLASS A PRODUCTS:
None
CLASS B PRODUCTS:
MAT 95, MAT 95Q, MAT 900, Vision 2000, Vision 2000 L,
MAT 252, MAT 262, Tracermat, Delta S, Delta C, THQ,
MAT 271, MAT 281, Element:
These products will yield a commission of 10% based upon
published International List Price.
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SPARE PARTS:
Spare Parts purchased by the Representative will receive a 20%
discount based upon the published International List Price.
Spare Parts purchased by the Customer in the Representative's
assigned territory will receive a 20% commission based upon the
published International List Price.
PAYMENT TERMS:
System sales directly from the end user or from the Representative for
resale:
Irrevocable and Confirmed Letter of Credit payable to Finnigan
Corporation upon presentation of shipping documents.
Sale of Parts directly to the end users:
Irrevocable and Confirmed Letter of Credit payable to Finnigan
Corporation upon presentation of shipping documents.
Sale of Parts for the Representative's account:
Payable (45) days following shipment. Delinquent accounts are subject
to interest of 2% per month from the date of shipment.
SUPPORT CONTACTS:
The Company has assigned the following individuals as the official
contacts:
Sales: Ying Chow, Jerome Johemko, Don Remling, Nancy Kuo
Service: Adi Loo
EXHIBIT APPROVAL:
FINNIGAN CORPORATION ("Company") REPRESENTATIVE
By______ILLEGIBLE_______________ By_____ILLEGIBLE______________
Vice President/General Manager
Date____22 APRIL 1994___________ Date___18/4/94________________
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EXHIBIT 3
HEMEL PRODUCTS
THIS EXHIBIT is part of the Sales Representative Agreement entered into on the
4 day of March, 1994 by and between EURO TECH (FAR EAST) LTD (the
"Representative") and FINNIGAN CORPORATION (the "Company").
PRODUCTS:
The following products supplied by the Company are included:
Lasermat, SOLA
GEOGRAPHIC TERRITORY:
The Representative is assigned the following geographic territory:
Hong Kong and Macao
COMMISSIONS/DISCOUNTS:
CLASS A PRODUCTS:
None
CLASS B PRODUCTS:
Lasermat, SOLA
These products will yield a commission of 10% based upon published
International List Price.
SPARE PARTS:
Spare Parts purchased by the Representative will receive a 25% discount
based upon the published International List Price.
Spare Parts purchased by the Customer in the Representative's assigned
territory will receive a 25% commission based upon the published
International List Price.
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PAYMENT TERMS:
System sales directly from the end user or from the Representative for
resale:
Irrevocable and Confirmed Letter of Credit payable to Finnigan MAT
Ltd. L/C to be confirmed by Barclays Bank PLC, Luton International
Services Branch, 28, George Street, Luton, LU1 2HW, United Kingdom
upon presentation of shipping documents.
Sale of Parts directly to the end users:
Irrevocable and Confirmed Letter of Credit payable to Finnigan MAT
Ltd. L/C to be confirmed by Barclays Bank PLC, Luton International
Services Branch, 28, George Street, Luton, LU1 2HW, United Kingdom
upon presentation of shipping documents.
Sale Parts for the Representative's account:
Payable (45) days following shipment. Delinquent accounts are subject
to interest of 2% per month from the date of shipment.
SUPPORT CONTACTS:
The Company has assigned the following individuals as the official
contacts:
Sales: Ying Chow, Jerome Johemko, Don Remling, Nancy Kuo
Service: Adi Loo
EXHIBIT APPROVAL:
FINNIGAN CORPORATION ("Company") REPRESENTATIVE
By______ILLEGIBLE_______________ By______ILLEGIBLE_____________
Vice President/General Manager
Date____22 APRIL 1994___________ Date____18/4/94_______________
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