Exhibit 10.1
DISTRIBUTORSHIP AGREEMENT
American Soil Technologies, Inc., having its main office at ▇▇▇ ▇. ▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (hereinafter called "ASTI."), hereby appoints and
authorizes: Quantus Corporation, a California corporation with its principal
office located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇ ▇▇▇▇▇ , ▇▇ ▇▇▇▇▇ (hereinafter
called "Distributor"), to act as a distributor to sell on an exclusive basis the
products listed on SCHEDULE I hereto (the "Products"). Distributor hereby
accepts this appointment and agrees to purchase and resell the Products under
the terms and conditions set forth below.
1. TERM.
This Agreement shall be effective as of the date it is signed and accepted
by ASTI. and continue for a period of six (6) months. Either party may terminate
this Agreement upon thirty (30) days written notice to the other. Sections 6(D)
and (F) shall survive termination hereof.
2. PRIMARY TRADE AREA.
The Distributor's Primary Trade Area is the Country of Korea. ASTI will not
appoint another Distributor in the Primary Trade Area for a period of six (6)
months and said six (6) months period will be used to determine a mutually
satisfactory quota to be met by the Distributor in order to maintain
exclusivity. If a quota cannot be agreed upon or met the Distributor
acknowledges that it will become a non-exclusive Distributor of the Products in
its primary trade area and continue as an exclusive Distributor as to the
accounts established by the Distributor and made a part of SCHEDULE II.
3. MINIMUM QUANTITY.
Distributor will not be required to stock a minimum quantity of the
Products for the six (6) months of this Agreement. ASTI shall ship the Products
directly to Distributor's customers or to Distributor FOB ASTI's warehouse.
4. DIRECT PURCHASES.
All purchases and return of Products from ASTI by Distributor shall be made
pursuant to a written purchase order from Distributor and shall be governed by
ASTI.'s price, delivery, payment and other terms then in effect. No inconsistent
terms in any purchase order, acknowledgement or transmittal or confirming
document shall be effective to alter the terms of this Agreement.
5. SALES SUPPORT.
Distributor shall support all sales of the Products in a commercially
reasonable manner as is customary in the industry and appropriate for each sale,
including but not limited to: maintaining a sales force, developing a marketing
and sales plan with ASTI.'s account manager, and post-sale follow up with
ASTI.'s account manager.
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6. TERMS OF PURCHASE AND SALE.
All prices are FOB ASTI Plant or ASTI warehouse. Payment shall be by a
Letter of Credit taken down by ASTI at time of shipment from our warehouse for
shipments directly to Korea. The amount and terms of any additional credit
extended by ASTI to Distributor shall be as agreed to between the parties in
accordance with applicable laws. If 30 day credit is extended, any payments not
received on or before the thirty-fifth day following proper invoicing thereof
shall be considered late and shall be subject to a late penalty of one percent 1
1/2% and will be charged a like amount each month or a portion thereof
thereafter until the invoice is paid. Date of invoice shall be the shipment
date.
7. GENERAL PROVISIONS.
A. The provisions of this Agreement shall apply to all Products
shipped to Distributor's customers or Distributor under any prior agreement
with ASTI. as well as Products shipped to Distributor's customer on or
after the date hereof.
B. Any notice to be given hereunder shall be in writing and delivered
personally, sent by fax, sent by reputable courier service, or sent by
certified or registered mail, postage prepaid, return receipt requested,
addressed to the party concerned at the following address:
If to ASTI.:
American Soil Technologies, Inc.
▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: President
Telephone No.: (▇▇▇) ▇▇▇ ▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇ ▇▇▇▇
If to Distributor:
Telephone No.:
Telecopier No.:
Any party may change its address for purposes of this Agreement by notice
given in compliance with this paragraph. All such notices, requests,
demands and communications shall be deemed to have been given on the date
of delivery if personally delivered, sent by fax or sent by reputable
courier service; or on the tenth (10th) business day following the mailing
thereof if sent by mail, postage prepaid.
C. This Agreement shall be governed by and construed in accordance
with the internal substantive laws and judicial decisions of the State of
California without giving effect to its conflict of laws provisions.
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D. Each party hereto consents to the exclusive jurisdiction of either
the Superior Court of Los Angeles County, California or the United States
District Court for the Middle District of California for purposes of any
action brought under or as the result of a breach of this Agreement, and
they each waive any objection thereto. The parties hereto each further
consent and agree that the venue of any action brought under or as a result
of a breach of this Agreement shall be proper in either of the above-named
courts and they each waive any objection thereto.
E. This Agreement shall be binding upon, and shall be for the benefit
of, the parties and their respective successors and permitted assigns;
provided, however, that Distributor may not assign this Agreement without
ASTI.'s prior written consent. Failure of either party to enforce at any
time the provisions of this Agreement shall not be construed to be a waiver
of such provisions or of the right of such party thereafter to enforce such
provisions.
F. This Agreement contains the entire agreement of the parties
relating to the subject matter hereof and replaces all other understandings
and agreements, whether oral or in writing, previously entered into by the
parties with respect to such subject matter. This Agreement will not be
amended or modified in any way except by an agreement in writing signed by
duly authorized representatives of the parties.
IN WITNESS WHEREOF, the parties have executed this Agreement.
Distributor American Soil Technologies, Inc.
By: /s/ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇
Its, President & CEO
Date November 14, 2003 Date November 14, 2003
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SCHEDULE I
PRODUCTS
Agriblend (TM), Nutrimoist (TM)L, Nutrimoist (TM) H-2.5 Extend(TM) (a liquid
▇▇▇), STOCKOSORB(R) F, STOCKOSORB(R) C, STOCKOSORB(R) M, STOCKOSORB(R) S,
STOCKOPAM(R), Nutrients, PamBlocks, Seal-It, Contain, Baraclear and other
products to be added from time to time.
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Schedule II
Exclusive Customers to be added and made a part of this Schedule.
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