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Exhibit 10
(Powercold Logo)
3/15/02 w/out modification
EXCLUSIVE AGENCY
AGREEMENT
This Agreement is made & entered into this
15 th day of February 2002 by and between Power
Cold, Inc. a corporation organized & existing under the
laws of the State of New Jersey, and having its principal
business located at P. O. Box 444, Wood-Ridge, New Jersey
07075 U.S.A. (hereafter known as the Company) and Shun
Cheong Electric Engineering Co., Ltd. a business organized
and existing under the laws of Hong Kong located at (hereafter
known as the Agent), and having its principle place of business
at Room 201, Premier Centre, 20 Cheung Shun Street, Lai Chi
Kok, Kowloon, Hong Kong SAR, PRC .
Whereas, Power Cold manufactures and
distributes heating and air conditioning equipment; and whereas
the Agent desires to sell & market the companies products in
the territories defined herein; and whereas the company
agrees to appoint Shun Cheong Electric Engineering Co.,
Ltd. in the territory defined herein to sell and market
it’s products as noted herein under the terms &
conditions agreed to in this Agreement.
In consideration of the promises and mutual
covenants herein, the parties hereby agree as follows:
1.
TERRITORY : Shun Cheong Electric
Engineering Co., Ltd. would be appointed the Agent for Hong
Kong and its surrounding markets.
2.
EXCLUSIVITY : Shun Cheong
Electric Engineering Co., Ltd. would be the exclusive Agent
for the product as defined below and in the territory as defined
above. The Company reserves the right to market their
products through private label accounts during the life of this
Agreement with or without the Agent’s approval. The
Company will make every reasonable effort to protect the
Agent’s position in the market.
If the Agent has failed to perform any of its
obligations under this Agreement in the Agent’s Territory,
the Company reserves the right, by giving notice, to immediately
change the grant of exclusivity to non-exclusivity. This
provision does not preclude the Company from exercising
it’s right of termination as defined herein.
3.
PRODUCTS : The full line of
the Company’s current and future Nauticon products
is available to the Agent, as its needs dictate.
4.
COMPANY AGREES :
(a)
To fill all orders, in a timely manner, as
specified in the terms of the Proforma invoice and corresponding
letters of credit.
(b)
To advise Agent, as soon as possible, of any
product or specification changes.
(c)
To provide and maintain accurate engineering
specification data on all products it offers.
(d)
To maintain, to the best of it’s ability,
the highest quality standards in manufacturing.
(e)
To provide, in reasonable quantities, English
literature on all products it is selling to the Agent.
(f)
To provide the Agent copy ready material,
photographs, engineering material, etc., as needed, so the Agent
can produce, if desired, Chinese language literature
corresponding to the Company’s product. All such
literature and materials are subject to the Company’s
final approval.
(g)
To provide the Agent, at fair market value,
spare parts, as they are available, for five (5) years, should
this Agreement be terminated, for whatever reason.
End Page 1 of 5
(h)
To Provide the Agent with training as may be
needed at the Companies place of business or at a place as may
be mutually agreeable to both parties. Each party shall
pay their own expenses to attend the training sessions unless
otherwise agreed to in advance.
(i)
To provide the Agent with most favorable
pricing.
5.
AGENT AGREES :
The Agent agrees to distribute the
Company’s products in the Territory in accordance with the
following obligations:
(a)
To provide the Company with a six (6) month
forecast of their projected product needs.
(b)
To maintain sufficient Nauticon inventory
in stock to satisfy the market’s projected demand.
(c)
To provide the company with changing marketing
information so it can adjust to new market conditions &
requirements.
(d)
To perform in accordance with all terms &
conditions of this Agreement, including:
i.
Issuing appropriate letters of credit in a
timely manner.
ii.
Issuing purchase orders with the proper
lead-time
(e)
To obtain and pay all costs associated with, and
be in possession of all official approvals, licenses,
registrations, and permits for the effective operation of its
business and its performance under this Agreement.
(f)
To conduct the Agent’s business in an
efficient, responsible and ethical manner so as to enhance &
support the reputation and goodwill of the Products in the
Territory.
(g)
To refrain from manufacturing and selling any or
part of all products which are, in the Company’s judgment,
directly competitive with the Company’s Products.
(h)
To work with design and spec engineering,
architect firms, and owners.
(i)
To be actively involved in commissioning all
projects involving Power Cold products they have sold and or
installed.
(j)
To provide scheduled maintenance and warranty
service for all products sold and or installed by the Agent.
6.
WARRANTY:
Power Cold warrants that should any unit
fail due to a defect in manufacturing during a period of twelve
(12) months from the date of installation or thirteen (13)
months from the on board bill of lading shipping date, whichever
occurs first, the Company shall, upon receipt of written notice
from the Agent, correct such failure by, either, repairing t
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