Exhibit 10.6
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AMENDMENT TO
EXCLUSIVE DISTRIBUTOR AGREEMENT
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The Agreement entered into on July 1, 1979 by and between LexaLite International
Corporation and Austrasia Export-Banking Corporation is hereby amended as
follows:
Paragraph II is amended to reflect. . .
That the territory shall consist of Eastern Asia and the South Pacific,
specifically defined as all marketplaces lying west of the
International Date Line, south of the 45th N. parallel and east of the
70 degree E. meridian.
Special provision is hereby made to permit sales within the United
States provided such sales are made only to NON-ORIGINAL EQUIPMENT
MANUFACTURERS.
Paragraph III is amended to reflect. . .
". . .On open stock products, price shall be applicable quantity price
less 10%."
Paragraph V is hereby deleted.
There are no other changes or amendments to this Agreement, and all terms and
conditions previously agreed upon shall remain in effect.
Signed this 1st day of June, 1985.
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LEXALITE INTERNATIONAL CORPORATION
/s/ J.T. Barnes
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J.T. Barnes
President
AUSTRASIA EXPORT-BANKING CORPORATION
/s/ Patricia A. DeYoung
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Patricia A. DeYoung
President
EXCLUSIVE DISTRIBUTOR AGREEMENT
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WHEREAS LexaLite International Corporation, located in Charlevoix,
Michigan, (hereinafter referred to as "LEXALITE") wishes to obtain a distributor
to promote the use and handle the sales of its products in the Asian and South
Pacific markets, and
WHEREAS Austrasia Banking Corporation, with United States offices located
in Charlevoix, Michigan, (hereinafter referred to as "AUSTRASIA") is desirous of
becoming an exclusive distributor of LexaLite products in that market place,
NOW THEREFORE, these two parties enter into this Agreement, which shall
become effective July 1, 1979.
IT IS AGREED:
I. That LEXALITE does herewith appoint AUSTRASIA sole and exclusive
distributor for LEXALITE Products, materials, or services to the
territory described below.
II. That the territory shall consist of Eastern Asia and the South
Pacific, specifically defined as all market places lying west of the
International Date Line, south of the 45th N. parallel and east of
the 70 degrees E. meridian.
III. That AUSTRASIA shall purchase and LEXALITE shall sell its products,
materials and services at mutually agreeable prices which typically
shall be 10% below any published list price. On open stock products,
price shall be maximum discount less 10%. Participation products
shall be at maximum participation level but without additional
discount. Certain products, such as the 297 Series shall not carry a
full discount. AUSTRASIA shall pay for all such purchases on terms
of net 45 days except as otherwise mutually agreed.
IV. That LEXALITE shall refer any and all orders or inquiries received
from within the described territory to AUSTRASIA and shall not make
direct sales to points within the territory.
V. That AUSTRASIA shall restrict its sales of LEXALITE proprietary
products to original equipment manufacturers; this restriction shall
not apply to LEXALITE services, materials or custom molded products.
VI. That in consideration of the most favorable pricing offered to
AUSTRASIA by LEXALITE; AUSTRASIA shall accept all credit risks and
shall be liable for payment of any LEXALITE products, materials, or
services purchased by AUSTRASIA regardless of its customers failure
to pay.
VII. That this agreement shall remain in effect for a period of three
years and shall automatically be renewed for a like period on July 1,
1982, and on each subsequent third anniversary thereof unless
terminated as provided herein.
VIII. That either party may terminate this Agreement without cause by
notice to that effect in writing by registered or certified mail not
less than six months prior to the end of the then current three year
term; in which event the Agreement shall terminate at the end of that
term and there shall be no further obligation of either party unto
the other except for payment(s) for products, materials or services
previously rendered or delivered and for which a payable exists under
the terms of this Agreement.
IX. That either party may terminate this Agreement for cause by notice to
that effect in writing by registered or certified mail, stating the
cause or reason for terminating, given not less than 90 days prior to
effective date of such termination. On receipt of such notice, the
other party shall have 60 days in which to remedy the cause or reason
stated; and if the remedy is satisfactory to the first party, the
termination notice shall be cancelled. If the other party is unable to
remedy to the satisfaction of the first party, this Agreement shall
terminate at midnight on the 90th day following the delivery of said
notice as evidenced by the delivery receipt for the certified or
registered notice. The same restriction on further obligation as stated
in Paragraph VIII shall then apply.
X. That nothing herein shall act to restrain either party from the normal
trade in which each is engaged; but it shall instead act to encourage a
mutually beneficial supplier/distributor relationship also working to
the benefit of the customer within the described territory by providing
concentrated and better coverage of the market place at competitive
prices.
THIS AGREEMENT is the entire Exclusive Distributor Agreement between the
two parties hereto and no other Agreements are expressed or implied.
AGREED: LEXALITE INTERNATIONAL CORPORATION
DATE: 7/6/79 By: /s/ JOHN P. ZAREMBA
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John P. Zaremba
Its: Vice-President
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AGREED: AUSTRASIA BANKING CORPORATION
DATE: 7/5/79 By: /s/ JAMES R. KLINE
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James R. Kline
Its: President
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