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.
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(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
the
