DISTRIBUTION AGREEMENT
Between ECONOWATT CORPORATION
350 Center Ave., Suite 500
Reno, NV 89502
FEIN # 88-0493063
Hereinafter called SUPPLIER
And GREENVIEW ENERGY INC.
3660 Wilshire Blvd., Suite 1104
Los Angeles, CA 90010
Hereinafter called DISTRIBUTOR
Has been agreed upon as follows:
1. The Supplier agreed to appoint GreenView Energy Corporation as its Sole
Distributor with the distribution rights in the state of California
(hereinafter called Territory) for the Products specified at point 3.
2. The Supplier agreed to appoint GreenView Energy Corporation as its Sole
Distributor with the distribution rights in the USA (hereinafter called
Territory) for the Products specified at point 3, with the following
limitations:
a). GreenView Energy will be the sole master distributor for the supplier in the
USA as long as this territory's are not being sold or assigned by the Supplier
to other master distributors in its entirety or partially, state by state.
b). GreenView Energy will have first right of refusal to purchase any or all
such territory's within 5 business days from the date it will become available
for sale by the Supplier as an exclusive territory.
c). The Supplier agreed to appoint GreenView Energy Corporation as its agent in
the USA to market and sell exclusive distributorships. Sales price and
commissions payable to GreenView Energy for the sales of such distributorships
will be established by the Supplier on case by case bases, Such Exclusive
agreements will become effective only if Supplier acknowledges such sale with
his signature. Supplier can sell on its own discretion all or any of such
exclusive distributorships without cooperation, consent or any involvement of
GreenView energy. No commissions will be due to Greenview Energy if sold by the
Supplier.
1
d). GreenView Energy agreed to provide such new exclusive distributors with the
inventory if its prepaid by the distributor and according to the terms and
conditions that it was provided to such distributor by the supplier.
e). GreenView Energy agreed to provide all marketing material, training
material, technical support, its trade name, registered mark and catalogues to
all exclusive distributors regardless if this distributorships has been sold by
GreenView Energy or by EconoWatt.
f). All of the inventory and any available marketing material that is required
by distributorships, will be purchased from GreenView Energy. Prices for such
inventory will be established and authorized by Econowatt.
g). The Distributor purchases and sells in his own name and on his own behalf.
He acts as an independent trader both with regard to the Supplier and in respect
of his customer.
2.1.1 The Distributor may organize his distribution network
appointing sub-distributors, agents, sales representatives
etc., but the Distributor shall be the only responsible
towards the Supplier of the performance of the obligation
hereof.
3. The Products referred to in this agreement are the Luminous Flux
Regulators STABILUX manufactured by the IREM (see Annex A).
4. The Distributor shall place his orders with the Supplier on a firm
account basis. In those cases where competition is particularly hard,
and in order to make the sale of the Products easier, the two parties
can mutually agree that the end user has to be served directly by the
Supplier. The Distributor will be acknowledged a commission after
receipt of payment.
5. The Distributor shall make any effort to safeguard the interest of the
Supplier in conformity with good business practice. The Distributor
undertakes in particular:
5.1. To actively prospect the market, to make any effort to
increase the sales of the Products in the Territory, including
advertising and participation to exhibitions.
5.2. To supply the Supplier with all information relating to the
market situation, competition and sales forecasts.
5.3. Not to accept, during the duration of this agreement, the
representation or the distribution and not to sell, in any
way, products in competition with the Supplier's or Products
anyhow related to light regulation.
5.4. To obtain all the licences and authorisations necessary to
import and resell the Products, and inform the Supplier about
the eventual technical regulations the Products must comply
with for their correct distribution in the Territory. The
2
Distributor shall keep the Supplier free from any liability
deriving from the violation of these laws and regulations. Any
liability will be at Distributor's charge, and the Supplier
will be entitled to cancel the present agreement without any
further communication.
5.5. To use its best efforts to keep an adequate stock of the
Products for which the market requires fast delivery.
5.6. To stipulate a congruous insurance policy in the name of the
Supplier to cover possible damages caused by the Products.
5.7. The Distributor shall always distribute and promote the
Product with the Supplier's trademark (hereto enclosed - Annex
B), in course of registration in the USA, to which the
Distributor may add his own trademark. In the use of the
Supplier's trademarks, trade-names and other industrial and
intellectual property rights, the Distributor shall follow the
Supplier's written authorizations and instructions.
6. The Supplier shall make any effort to safeguard the interest of the
Distributor in conformity with good business practice. The Supplier
undertakes in particular:
6.1 To forward to the Distributor all orders and/or enquiries he
directly receives from the Territory.
6.2 Not to sell or directly distribute the Products in the
Territory without the written consent of the Distributor.
6.3 To provide the Distributor with all information, quotations,
documents necessary for the sale of the Products.
7. The Products shall be supplied to the Distributor by the Supplier on
the grounds of the prices and sales conditions stats in Annex C and in
his written offers.
8. The After-Sales Service and Warranty Service will be carried out in
accordance with Annex D.
9. The Supplier reserves the right to change his prices and discounts
provided that such changes shall take effect 30 days after said changes
have been notified to the Distributor.
10. The Distributor shall pay for the Products to the Supplier by bank
transfer in advance or Letter of Credit irrevocable confirmed
documentary credit payable at sight, Issued by the Bank. In case of
non-payment the Supplier can suspend the shipment of the Products. The
delivery terms are intended as starting from the day when the Supplier
receives the payment. Any modification of the above terms must be
agreed upon with the written consent of the Supplier.
3
11. This agreement shall become effective on the day of its signature and
shall be in force for a period of sixty (60) months. This contract may
be terminated by the Supplier by means of a written communication, if
the Distributor does not achieve the following minimum purchase budget:
USD 1,000,000 during the second year, USD 1,550,000 during the third
year, USD 2,000,000 during the fourth year and 2,500,000 during the
fifth year.
This agreement will be automatically renewed for a further period of 5
years, if the two parties have agreed upon the new purchase budget for
the new cooperation period. Such a purchase volume cannot be lower than
the budget realized in the last year of validity of the expired
agreement, unless agreed upon in writing by the Supplier.
12. In the event of termination of this agreement, no compensation for
investments of any kind will be paid by the Supplier to Distributor or
by the Distributor to Supplier.
13. The Distributor shall not assign the present contract to any third
party, physical person, company or different entity.
14. Any substantial change in the legal structure or the financial
situation of the Distributor may constitute an indefeasible reason for
earlier termination of this agreement. Moreover, the premature
termination of this agreement can be caused by any breach of the
following paragraphs: 5.1, 5.2, 5.3, 5.4, 5.5, 5.6, 5,7, 10, 11, 13.
15. For what not mentioned explicitly in the present Agreement, the
Supplier and Distributor agree to accept the regulations of the UN
Convention on International Sales of Goods (Vienna 1980).
16. Court. All disputes arising out of or in connection with the present
terms shall be finally settled under the Rules of Arbitration of the
International Chamber of Commerce by one arbitration appointed in
accordance with the said Rules in California.
Signed for the Supplier Signed for the Distributor
in Los Angeles in Los Angeles
on 07/01/01 on 07/01/01
by /s/ J Scott by signature
Postion President by: title
4