Exhibit 10.24
AGENCY AGREEMENT
This
Agreement is made as
of January 1, 2004 between each entity listed as
a "Seller" on Schedule 1 attached hereto
(each a "Seller" and
collectively the
"Sellers") and each entity listed as an "Agent" on Schedule 2
(each an "Agent"
and collectively the "Agents").
RECITALS
Seller manufactures and/or sells Titanium Dioxide
Products, Titanium
Chemicals
and Iron-Based Co-Product Chemicals ("Products"). Agent desires to engage in
the business of marketing and promoting sales of Products on behalf of
the
Seller in the territory (the "Territory") set forth under Agent's name in
Schedule 3; and
Pursuant to the terms of this Agreement, Seller desires to authorize
Agent to
represent Seller and market and promote sales of Products on behalf of the
Seller in the Territory;
NOW, THEREFORE, in consideration of the mutual covenants set forth in this
Agreement, the parties agree as
follows:
1. Grant. Seller appoints Agent
to represent Seller as a sales agent to market
and promote
sales of Products in
the Territory.
Agent is authorized to
conduct such
marketing and promotion activities in the Territory
either
directly or
through the use of other agents. Agent may conduct marketing
and promotion activities outside of the Territory upon prior written
consent from
Seller. Agent agrees
to act in compliance with Seller's sales
guidelines.
2. Acceptance. Agent hereby
accepts appointment as the Seller's sales agent in
the Territory and agrees to use its
best efforts to market and promote the
sales of
Seller's Products in the Territory.
3. Facilities, Equipment, Personnel. Agent shall obtain, use, maintain and
provide
adequate equipment, facilities and personnel to perform its
functions
under this Agreement
and shall make them available to Seller for
consultation
or inspection to ensure compliance with the terms of this
agreement upon
request from Seller and at no cost to Seller.
4. Samples, Product
Information, Support.
Agent shall use its best efforts to
provide
purchasers and prospective purchasers of Products all
information,
samples
and materials concerning Products that such purchasers and
prospective
purchasers request and that Seller makes available and provides
to Agent for
such purposes. Seller
shall make available at its own expense
to Agent,
samples of Products,
technical or sales information, brochures,
advertising,
labeling and other
materials that Seller deems appropriate to
enable Agent to
promote the sale of, and obtain orders for Products. Seller
undertakes,
for sales promotion
purposes, to provide experienced technical
service
personnel for joint
visits to customers,
as the case may
require
and in agreement
with Agent.
The costs incurred in this context shall
be
borne by
Seller.
5. Customer Information. Agent
undertakes to keep Seller regularly informed of
any and all
events of importance
occurring in the Territory, particularly
if they could
have an impact on the sale of Products, and to report on the
activities
of competitors, as well as imports and exports of
competitor
products.
Agent shall regularly
inform Seller of the financial standing of
new customers
and, if there is
occasion for doing so,
immediately notify
Seller of
changes in the financial standing of all customers.
6. Expenses. Except as
otherwise expressly set forth herein, all marketing and
promotion
activity expenses incurred by Agent pursuant to this
Agreement
shall be for
Agent's account without compensation or reimbursement to Agent
by Seller.
Agent shall incur no
expenses for the account of Seller without
the prior
written consent of Seller.
7. Authority of Agent.
The Agent is an
independent contractor
of the Seller.
Nothing in this
Agreement shall be construed to designate Agent or its
agents as a
legal representative
of Seller for the purpose of binding
Seller to any
representation, commitment or agreement or express or implied
warranty made by
Agent.
8. Customer Complaints. Agent agrees to assist in resolving customer
complaints
on behalf of the Seller. Agent shall provide Seller with
specific
details regarding the nature of the complaints and shall
coordinate
with Seller with
respect to remedies
taken or any
additional
action
that may be required by the Seller for the resolution of the
complaints.
However, Agent shall not have the authority to resolve any
customer
complaints
on behalf of Seller without Seller's prior
authorization.
9. Acceptance of Orders. The
Agent is authorized to receive orders on Sellers'
behalf in the
Territory and to determine which Seller with whom to
place
such order. All
orders received by Agent and placed with Seller are subject
to Seller's
acceptance. Agent agrees to assist Seller in price negotiations
with the
customer. However, the final sales price to the
customer on all
orders is
subject to
Seller's approval. Seller undertakes, within its
delivery
possibilities, to
execute all orders received from or through the
Agent, always
provided that the conditions of such orders are acceptable to
Seller and do
not contradict the agreements with Seller.
10. Sale of Products. Agent shall not be entitled to engage in any
sales-promoting
or sales-supporting activities whatsoever for competing
products
from other
market players. In particular, the Agent shall be
forbidden to
sell competing
products or assist in
mediating their sale.
Agent
undertakes to market
the Products only in their original condition
and presentation, as well as under their original
names and trademarks,
unless
specifically agreed otherwise with Seller.
11. Delivery. Seller is responsible for all transportation, storage /
warehouse, and
related charges,
including customs, duties, local and other
applicable
taxes, arising from shipment of the Products to the customer.
12. Commissions. Agent shall receive the commission set forth on Schedule 4
(the
"Commission")
on the net sales price
of the Products to the customer
(after discounts
and rebates).
13. Currency and Exchange Rate. If
conversion to another
currency is required,
the monthly
corporate exchange rate shall be used. All amounts shall be
denominated in
the currency of the Agent.
14. Payment Terms. Seller shall pay
Commissions to Agent on the 15th day of the
month
following the receipt
of invoice. The Seller
shall deduct and remit
on behalf of the Agent to the applicable governmental authority any
applicable
withholding
taxes due on the gross
payment amount. Seller
may
offset amounts
due to Agent through the Kron
