Exhibit 10.7
DISTRIBUTORSHIP
AGREEMENT
THIS AGREEMENT made and entered into
effective as of November 1 , 2004, between ISCO PRECISION
OPTICS GmbH, Anna-Vandenhoeck-Ring 5, 37081 Gottingen, Germany,
(hereinafter referred to as “ISCO”) and BALLANTYNE OF
OMAHA, INC., a Nebraska corporation, 4350 McKinley Road, Omaha,
Nebraska 68112, (hereinafter referred to as
“Ballantyne”), pursuant to which Ballantyne will act as
the exclusive distributor for the products set forth in Annex
“A”, attached hereto and by this reference incorporated
herein (Annex “A”) in the United States of America,
Canada, and Mexico, (hereinafter referred to as the
“Territory”).
NOW, THEREFORE, the parties hereto
agree and covenant as follows:
1.
GRANT OF
DISTRIBUTORSHIP .
ISCO hereby grants Ballantyne,
subject to the provisions of this Agreement, the exclusive right to
sell, lease, or otherwise distribute and service the ISCO products
identified in the attached Annex “A”. Ballantyne
agrees to go on exhibitions, to advertise in corresponding
magazines and to undertake all necessary steps to market the ISCO
products, to secure business and markets for the named products of
ISCO in such Territory, to develop and maintain a substantial
volume of sales of said products, to use diligent efforts to
establish contacts with customers, promote ISCO’s products
and develop customer specifications consistent with those of
ISCO’s products. In addition, Ballantyne will seek new
product ideas or new application ideas and from time to time
forward them as feedback to ISCO.
Annex “A”, as attached
at the time of the signing of this Agreement, is for illustrative
purposes only to provide an initial list of products to be covered
by this Agreement. At the effective date of this Agreement,
the parties will initial and attach the ISCO Distributor Price List
in effect on that date. Ballantyne shall not distribute or
sell in the Territory any products which are not produced by
ISCO.
2.
PURCHASE OF
UNITS .
Orders shall be placed by Ballantyne
by issuance of a purchase order and all necessary import
certifications and permits.
3.
PRICE
.
A.
The prices applicable to products
under this Agreement shall be those shown on the ISCO Distributor
Price List, Annex “B” attached.
B.
ISCO will provide Ballantyne with a
copy of any new ISCO Distributor Price List at least ninety (90)
days prior to its effective date.
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C.
Any price decreases reflected on any
new ISCO Distributor Price List or otherwise made available by ISCO
to its distributors will immediately, upon their effective date,
apply to purchases under this Agreement.
4.
DELIVERY
.
A.
Ballantyne will pay freight charges
on all shipments made hereunder. Shipments will be made by
air freight with shipments consolidated to obtain the cheapest
possible rate, and for all shipments the terms of delivery are
“ex work Gottingen”.
B.
ISCO shall make shipment of products
ordered under this Agreement within thirty (30) days following
receipt of orders from Ballantyne. If any orders cannot be
delivered within this time period, ISCO shall notify Ballantyne in
writing of the reason for the delay and state a date upon which
shipment will be made.
C.
ISCO shall provide Ballantyne with
notice of any inventory stocks that are at low levels so that
Ballantyne can anticipate possible delays in shipment for those
products.
D.
All products will be packed and
packaged with adequate protection to withstand the rigors of
international air shipment and handling. Risk of loss or
damage in transit shall be borne by Ballantyne’s transport
insurance carrier. Title to the products shall pass to
Ballantyne upon delivery to the carrier.
E.
Ballantyne will provide to ISCO on a
monthly basis the sales activity by product to assist ISCO in
planning its production. ISCO will receive monthly and
accumulated figures from Ballantyne, (“Lens Report”)
and ISCO will send Ballantyne their inventory balances.
5.
ACCEPTANCE
.
All products ordered shall be
subject to final inspection and acceptance at Ballantyne within
thirty (30) days following delivery. If the products are to
be shipped directly to Ballantyne’s customer or delivered to
the customer without being opened and repackaged by Ballantyne,
final inspection and acceptance will be made at the
customer’s facility within thirty (30) days after delivery to
the customer.
6.
EXCLUSION OF OTHER
DISTRIBUTORS .
ISCO shall help to the extent which
is reasonable and common in the relevant kind of business to
prevent its other distributors from making sales, advertising,
or
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