Exhibit 10.31
DEALER AGREEMENT
American Soil
Technologies, Inc., having its main office at 1224 Montague
Street, Pacoima, CA 91331 (hereinafter
called "ASTI."), hereby appoints and
authorizes: Jerry Schuelke, an individual,
with his principal place of business
located at 1628, 331st Avenue, Boyd,
Minnesota 56218 (hereinafter called
"Dealer"), to act as a dealer to sell on a
nonexclusive basis the products
listed on SCHEDULE I hereto (the
"Products"). Dealer hereby accepts this
appointment and agrees to purchase and
resell the Products under the terms and
conditions set forth below.
1. TERM.
This Agreement
shall be effective as of the date it is signed and accepted
by ASTI and continue for a period of three
(3) years unless terminated pursuant
to the provisions set forth in Section 6.
Sections 7(D) and (F) shall survive
termination hereof.
2. PRIMARY TRADE
AREA.
The Dealer's
Primary Trade Area is southern and eastern Minnesota. Dealer
acknowledges that it is a non-exclusive
dealer of the Products in its primary
trade area and an exclusive dealer as to
the accounts established by the Dealer
and made a part of SCHEDULE II.
3. MINIMUM
QUANTITY.
Dealer will not
be required to stock a minimum quantity of the Products for
the first two years of this Agreement. ASTI
shall ship the Products directly to
Dealer's customers or to Dealer FOB ASTI's
warehouse
4. DIRECT
PURCHASES.
All purchases
and return of Products from ASTI by Dealer shall be made
pursuant to a written purchase order from
Dealer and shall be governed by
ASTI.'s price, delivery, payment and other
terms then in effect. No inconsistent
terms in any purchase order,
acknowledgement or transmittal or confirming
document shall be effective to alter the
terms of this Agreement.
5. SALES
SUPPORT.
Dealer shall
support all sales of the Products in a commercially reasonable
manner as is customary in the industry and
appropriate for each sale, including
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but not limited to: maintaining a sales
force, developing a marketing and sales
plan with ASTI.'s account manager, and
post-sales follow up with ASTI.'s account
manager.
ASTI shall be
the technical advisor to the Dealer and installation
directions received from ASTI for the
Products shall be mandatory.
6. TERM AND
TERMINATION
This Agreement
may be terminated: (1) at any time by the mutual consent of
the parties in writing, effective as
provided therein; (2) upon thirty (30) days
written notice by Dealer to ASTI without
cause; or (3) with cause by either
party at any time by giving the other party
thirty (30) days notice, in writing,
by registered or certified mail, of such
termination. The Manufacturer shall
fill all orders for Products placed for
Dealer's specific customers prior to
termination of this Agreement.
(a) This
Agreement shall expire three (3) years from the date of
execution.
This Agreement shall automatically renew
under the same terms and conditions in
additional three (3) year increments unless
either party is in default of any
material term of this Agreement. If a
material default exists hereunder, the
non-defaulting party shall give the
defaulting party thirty (30) days written
notice to cure the default or, if the
default is not cured in such time, an
additional amount of time to cure the
default may be granted by the non
defaulting party. If the defaulting party
is unable to cure default within the
time frame specified, this Agreement shall
be terminated by the non-defaulting
party.
(b) ASTI
warrants that it shall conduct the renewal of this Agreement in
good faith. If, after the expiration of the
three-year renewal period specified
in 6(a) above without renewal, ASTI elects
to appoint a new dealer for an
exclusive customer of Dealer, ASTI shall
provide a copy of such agreement to
Dealer. Dealer shall have thirty (30) days
to match the terms of such agreement.
If Dealer agrees to the terms of such
agreement, ASTI shall renew Dealer as the
exclusive dealer for that customer.
(c) The Parties
acknowledge that upon the expiration of this Agreement,
ASTI shall have no right to require Dealer
to continue to act as a Dealer of
Products, or of any of them, and Dealer
shall have no right to require ASTI to
continue to supply Products, or any of
them, to Dealer. In the event of
expiration or termination of this Agreement
ASTI shall execute delivery on all
orders placed with and accepted by it and
Dealer shall accept shipment and make
payment for any such orders, all in
accordance with the provisions of this
Agreement even though term
