DISTRIBUTORSHIP AGREEMENTDistribution Agreement |
|
|
You are currently viewing: This Distribution Agreement involves
BALLANTYNE OF OMAHA INC | ISCO PRECISION OPTICS GmbH. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
Search Distribution Agreement by:
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.
1
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
2
promotion efforts in, or ship ISCO products into Ballantyne’s Territory.
7.
TRADEMARKS OR TRADE NAMES.
ISCO will take all necessary steps to protect and retain all trademarks registered by ISCO in the United States for products purchased hereunder.
8.
PAYMENTS.
A.
Payment terms will be thirty (30) days
from receipt of goods by Ballantyne or its customer, with a discount of two
percent (2%) if paid within fourteen (14) days from receipt of product by
Ballantyne or its customer.
B.
All payments shall be made in Euros.
9.
EXISTING INVENTORY.
Ballantyne agrees that its inventory of lenses shall remain constant at least Two Hundred Fifty Thousand Euros (€250,000.00) for a period of one (1) year, and Ballantyne shall order additional product required to maintain such level during the term of this Agreement. ISCO will use its best efforts to assist Ballantyne to reduce any excess inventory.
10.
TERMINATION OF AGREEMENT.
A.
