Industrial Rubber Innovations, Inc.
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MANUFACTURER'S DISTRIBUTORSHIP AGREEMENT
THIS AGREEMENT is made and entered into by and between INDUSTRIAL
RUBBER INNOVATIONS IN INC., with its principal place of business
located in Bakersfield, California ("IRI") and, GENCON CAPITAL
RESOURCES LTD or ASSIGNEE, with its principal place of business
located in Vancouver, British Columbia Canada. ('GENCON")
WHEREAS, IRI, its affiliates and its subsidiaries, are engaged in
the manufacture and sale of certain oil field related products in
the Territory; and
WHEREAS, GENCON is knowledgeable about the business in which IRI is
engaged and is willing to DISTRIBUTE and or MARKET IRI's oil field
related products (as hereinafter defined); and
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter made by the parties it its agreed as follows:
1. Appointment and Territory. IRI hereby appoints GENCON as its
sole and exclusive distributor for the sale of the products (as
hereinafter defined) in the geographic territory, consisting of
all of Canada.
2. Products. The products covered by this Agreement are all the
oil field related products manufactured by IRI. GENCON IS
AUTHORIZED BY IRI to solicit orders for the products at the
prices and terms set out by GENCON.. IRI reserves the right to
modify, later, improve, change, or discontinue any improved, or
changed. Should GENCON choose to have IRI manufacture any
products with their private labeling, it is understood that
those products will be the sole property of GENCON. This
agreement does not prevent IRI from doing private labeling for
other customers it may have that are involved in the same line
of products nor prevent IRI from selling raw material to any
company that could in turn manufacture similar oil field
related products under their private labels. It is understood
that these private labeled products can no be sold in the
territory.
3. Sales and Promotion. In the performance of GENCON duties under
this Agreement, GENCON shall:
(i) Diligently promote the sale of, and stimulate
interest in the products, and in particular, maintain
an adequate staff of salespeople;
(ii) Furthermore, GENCON is expected to have a
performance of $500,000.00 US dollars in sales
of rubber products during the 14 months
following from the date on which both parties
have signed this agreement.
4. Additional Duties. In addition to the duties directly related
to promotion and sales of the Products, GENCON shall do the
following:
(i) Submit to IRI in a timely manner reports calculated
to keep IRI informed of the nature and magnitude of
potential business in the territory;
(ii) Maintain in strict confidence all information of
competitive significance which is divulged to
GENCON by IRI including engineering, financial
data, sales, pricing policy and product
development plans.
5. Duties of IRI. IRI shall assist GENCON as follows:
(i) Provide GENCON with sales and technical information
regarding the Products covered hereby;
(ii) Provide sales and service assistance;
(iii) Furnish GENCON with IRI's current price list and
product price schedules;
(iv) Promptly inform GENCON of all specification and
or price changes;
(v) Furnish GENCON reasonable amounts or promotional
sales and technical information, literature and
brochures and to the extent practicable, provide such
information in advance of initial production or sales
of such product, and refer to GENCON leads, prospects
and related information which are directed to IRI or
which IRI receives regarding potential purchasers of
the Products within the territory.
(vi) IRI shall maintain inn effect a 1,000,000
liability insurance for the full duration of
this agreement.
6. Terms of Sales. All prices shall be F.O. B. Bakersfield CA,
and shall be payable in currency of the United States of
America. The terms and conditions of sales shall be 30 days
from invoice. IRI reserves the right to change its terms of
sale at any time without the consent of GENCON.
7. Returns and Allowances. GENCON shall not have the authority on
behalf of IRI to accept the return of, or make any allowances
with respect to any of the products without the prior written
approval of IRI.
8. Independent Company. GENCON is an independent company
operating at its own risk and for its own profit and is not
governed in its activities by the policies of IRI or
instructions nor is it furnished by IRI with any facilities,
materials, equipment or compensation for expenses. GENCON
shall not have the power to make any contract, sale or other
commitment for IRI, nor shall it be , nor shall it represent
itself to be, an agent for IRI. GENCON is fully and
exclusively responsible for its activities and the activities
of its employees and agents, and shall maintain insurance
adequate to cover all risks and liabilities which may occur on
account of its activities, and shall indemnify and save
harmless IRI from any damages to or losses of property of
GENCON or its employees. GENCON acknowledges that it is fully
and exclusively responsible for compliance with all laws,
regulations and governmental administrative orders pertaining
to its activities. GENCON is fully and exclusively responsible
for the payment of all taxes and license fees due on account of
its activities.
9. Term. The term of this Agreement shall be fourteen (14) months
from the date on which both parties have signed this Agreement.
The term of this Agreement shall be automatically renewed each
succeeding year. If either parties violate any provision in
this Agreement, or becomes insolvent, this Agreement
immediately and without any notice whatsoever may be terminated
without any notice whatsoever by either party.
10. Assignment. This Agreement is personal in nature and GENCON's
rights hereunder cannot be assigned nor can the performance of
its duties be delegated by GENCON without the prior written
consent or IRI, except as follows: This agreement can only be
assigned to a company that is owned and controlled by ▇▇▇▇ ▇▇▇▇
and/or ▇▇▇ ▇▇▇▇ and at least one of the two must have an active
role in the management of the company.
11. Governing Law. This Agreement is being delivered and
considered executed in the Province of British Columbia, and
shall be construed and enforced in accordance with and the
rights of the parties shall be governed by the laws of the
Province of British Columbia. GENCON submits itself to the
jurisdiction of any court sitting in the Province of British
Columbia, Canada, and further agrees that venue in any suit
arising out of this Agreement shall be fixed in Vancouver,
British Columbia.
12. Captions. Captions used herein are inserted for reference
purposes only and shall not affect the interpretation or
construction of this Agreement.
13. Counterparts. This Agreement may be executed simultaneously in
two or more counterparts, any one of which need not contain the
signatures of more than one party, but all such counterparts
taken together will constitute one and the same agreement.
14. Entire Agreement. This Agreement contains the entire
understanding between the parties with respect to the subject
matter hereof and supersedes all prior written or oral
negotiations and agreements between them regarding the subject
matter hereof.
15. Amendments. This Agreement may not be altered, modified, or
amended except in writing signed by the party against whom such
alteration, modification or amendment is sought.
IN WITNESS WHEREOF, GENCON CAPITAL RESOURCES LTD. or ASSIGNEE and
INDUSTRIAL RUBBER INNOVATIONS INC.
have executed this Agreement as of this 29th day of June 1999.
INDUSTRIAL RUBBER INNOVATIONS INC.
per: /s/ unknown
GENCON CAPITAL RESOURCES LTD or ASSIGNEE
per: /s/ unknown