IASG Distributor Agreement
This agreement
made this Second day of April 2008 Medina Marine, Inc.
("company," "MMI") a wholly owned subsidiary of Medina International Holdings,
Inc. (a Colorado Corporation), located at 255 S. Leland Norton Way., San
Bernardino, CA 92408
and. ("International Aviation Services Group Distributor")
located at Houston, Texas.
I. Duties, Scope of Agreement and Relationship of the parties.
1.
MMI appoints
International
Aviation Services Group (Houston,
Texas
based company) as:
a. Exclusive
Distributor
of the company's boats/products
("Products") solely for the country of Colombia, excluding the
other countries
and territories in South America, in
accordance with the terms of this agreement.
2.
Distributor
agrees to consult with the Company during the term of this
agreement. All parties
understand
that Distributor has many other
business interest and will devote as much time as in its discretion
as
necessary to perform
its duties under this
agreement.
In addition,
company understands that distributor's efforts on behalf of its other
interests are the sole
and separate
property of distributor. MIH
hereby agrees to enter
into agreement
with International Aviation
Services Group to sell
boats/watercrafts
produced by the
company on
the terms of this agreement.
3.
The services
rendered by the
distributor to the
company pursuant
to
this agreement
shall be as an independent contractor, and this
agreement does
not make the distributor the employee or legal
representative of the
company for any purpose whatsoever, including
without limitation,
participation in any benefits or privileges given
or extended by the Company to its employees. No right or authority is
granted to
distributor
to assume or to create any obligation or
responsibility,
express or implied, on behalf of the Company, except
as may be set forth herein. The company shall not withhold, for the
distributor, any
federal or state
taxes, if applicable, from the
amounts to be paid to
distributor
here under and the distributor
agrees that he will pay all taxes, if applicable, due on such
amounts.
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II. Sales
1.
Medina Marine,
Inc. will sell its standard products (12', 15', and 21'
watercrafts),
described in
Exhibit A, to International Aviation
Services Group for any sale orders received either by the
distributor
or from any other sources from the country of Colombia S.A.
a. Medina Marine,
Inc. will sell its
non-standard
custom-made
Products to International Aviation Services Group in accordance
with this agreement.
2.
The distributor
will inform the company of any sale orders in writing.
a. The distributor
will inform the
company of any
requests or
other issues
concerning
the sales of the
company products in
writing.
b. The distributor will inform the company of any progress of
the
sales, payment, or any other type of transactions relating to
the
sale of the company
products from initiation to delivery in
writing.
3.
Medina
Marine, Inc. will sell its Products to the Distributor in
Colombia S.A. in accordance with the pricing Schedule in Exhibit
B.
a. The terms of the sale price of the company's Products are as
follows:
i. The pricing
schedule in Exhibit B
is the price based on
standard Product of the Company.
ii. The pricing
schedule in Exhibit B is valid for the year
2008.
iii. From January 1st, 2009, the price schedule in Exhibit B
will incur an additional three percent compounded (3%) per
calendar year.
iv.
This pricing schedule in Exhibit B does not include
freight (shipping)
costs, training costs, port charges,
custom duties
and/or any unforeseen cost incurred per
watercraft.
v. The cost of any accessories, not included in the standard
Product in
Exhibit A, desired by the customer will be
accumulated on top of the pricing schedule in Exhibit B.
b. Changes in
the price schedule due to uncertainties.
i. If the price
changes during
the course of a given
year
due to economic and/or
other factors, the company will
notify International
Aviation Services Group in writing
thirty (30) days in
advance of the price
increase in the
price schedule in Exhibit B.
ii. The purchase order placed with the company by the
Distributor before the
date of the written
notification of
the price increase in
the price schedule in
Exhibit B, the
price increase
will only affect the Distributor for any
future orders and does
not have any affect
with the order
price prior to the written notification.
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c. Orders placed by the Distributor with the company to produce
non-standard
custom-made Products
will not depend in any way,
shape or form with the price schedule in Exhibit B.
i. The price for any non-standard custom-made purchase
orders will be treated on a case-by-case basis.
ii. The price for any non-standard custom-made Product will
be agreed in writing
between the company and International
Aviation Services Group.
iii. The payment for any non-standard custom-made Product,
the price agreed
between the company and International
Aviation Services
Group, will be paid to the company
according to the
payment terms of this agreement. (See
Section III - "Payment")
Following to be
inserted in Exhibit B - Exhibit B to
contain
Product prices for standard Products.
Exhibit B: The Parties shall come to agreement on any
escalation,
if any, provided
that a request for
escalation is
supported by
documentation
evidencing the
requirement
for a cost
increase.
Notwithstanding this, Product prices shall not escalate beyond
3%
per annum under normal economic conditions.
4.
The manufacturing of the boat will not commence until the initial
payment of the boat is
disbursed to the
company. (See Section III
"Payment")
5.
Firm intent of a
sale order refers to the following:
a. A written document
from the distributor to the company for an
order of any of the company's products.
6.
If the
distributor
places an order for
the company's products
which
will be sold to countries other than Colombia S.A., the
company will treat that purchase order on a case by case basis:
a. Company does not guarantee the acceptance of the order due to
economic or political
conditions and/or
existing dealers in the
area.
b. If the order is
accepted by the
company, the terms of this
agreement will
apply to that purchased order placed by the
distributor.
<PAGE>
III. Payment
1.
International
