EXHIBIT
10.2
Sales
Agreement between Homeland Security Network, Inc. and Advantra
International NV
Kepler:
A web-based Global Positioning
Satellite(GPS)
tracking device
ReFLEX
Ô
Kepler
Sales Agreement
________________
Certain
information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted
portions.
Advantra
International
info@advantra.com
www.advantra.com
THIS agreement (“Agreement”) is made as of
the
14th day of April, 2005 (“Effective Date”) by and
between:
Advantra International NV
, a wholly-owned subsidiary of Punch International, having a
principal place of business at Bootweg 4, B 8940 Wervik, Belgium
(hereinafter referred to as
“Advantra”)
and
Homeland Security Network, Inc.
, having a principal place of business at
2500 Legacy Dr. Suite 226 Frisco, 75034
, Texas, USA (hereinafter referred to as
“HSNi”)
hereinafter sometimes collectively referred to as
“Party” or the “Parties”, who agree as
follows:
Recitals
| a) |
HSNi
requires to be purchasing a ReFLEX Ô
Global
Positioning Satellite (GPS) tracking device from
Advantra.
|
| b) |
Advantra
desires to supply this ReFLEX Ô
Global
Positioning Satellite (GPS) tracking device in accordance with the
terms and provisions of this Agreement.
|
| c) |
Advantra
and HSNi have also separate to this agreement and on the same date
entered into an agreement covering cooperation on a technical level
and cooperation and exclusivity on the USA territory for GPS
related sales (incl HW, SW and back-end solutions)
|
| d) |
Next
to the delivery of ReFLEX based GPS products, Advantra and HSNi
also agreed to develop other GPS products such as GSM based GPS
products or dual mode GPS products, which will be part of a
separate agreement between parties.
|
The
term “Product” shall mean a ReFLEX Kepler device,
designed, assembled or otherwise fabricated or obtained by
Advantra.
Advantra
shall deliver Kepler devices according to the specifications
in appendix A.
This
Agreement shall have a term until Advantra discontinues the
manufacture of the Product in accordance with Section 19,
“Product Withdrawal.”
a)
Advantra and HSNi both agree not to release any of the terms
under which the Product will be sold, during the term of this
Agreement and for a period of five (5) years thereafter. This
is especially valid for the pricing which will not be made
public by the Parties.
b)
HSNi and Advantra agree that any information, technical data
or know how, which is furnished to the other in written,
tangible or oral form by either Party under or in connection
with this Agreement and marked or disclosed as
“Proprietary Information” or
“Confidential”, will be maintained by the
receiving Party in confidence during the term of this
Agreement and for a period of five (5) years thereafter and
will not be used by the receiving Party except to fulfil the
receiving Party’s obligations under this Agreement.
Neither Party shall be under any obligation to maintain in
confidence any portion of the received information which
is:
| (i) |
already
in the possession of the receiving Party
or
its subsidiaries without an obligation to keep such information
confidential;
|
| (ii) |
independently
developed by the receiving Party or its subsidiaries;
|
| (iii) |
publicly
disclosed by the disclosing Party; including any information and
public disclosures that are required by the SEC regulations or any
other governmental body
|
| (iv) |
rightfully
received by the receiving Party or its subsidiaries from a third
Party that is not under an obligation to keep such information
confidential;
|
| (v) |
approved
for release by written agreement with the disclosing
Party;
|
| (vi) |
is
reasonably available by the inspection of products marketed or
offered for sale by either Party hereto or others in the ordinary
course of business; or disclosed pursuant to the requirement or
request of a governmental agency or third Party to the extent such
disclosure is required by operation of law, regulation or court
order, provided that prompt notice of such request is given to the
disclosing Party and the disclosing Party is given the opportunity,
if possible, to challenge such request.
|
________________
Certain
information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted
portions.
Advantra
International
info@advantra.com
www.advantra.com
|
5 |
Sale of Standard Product
|
| a) |
Advantra
will supply Products to HSNi at a price of [***] ([***]) US$/unit,
including the Essential Licensing fee for Motorola, for a volume of
[***] units ([***]) to be delivered and paid within [***] ([***])
months of the signature of this agreement.
|
| b) |
The
Product will be delivered ex-works. Shipment and insurance can be
arranged by Advantra at request of HSNi and at HSNi’s
expense.
|
| c) |
Advantra
will continuously supply the Product with the highest quality.
Advantra shall complete all work associated with the manufacturing
and supply of the Product compliant with ISO 9001 procedures. A
quality manual will be maintained by Advantra to this effect in
relation to the performance of its obligations under this
agreement.
|
| d) |
Purchase
orders will be placed per quarter and ninety (90) days in advance
of delivery, unless otherwise agreed in writing. Purchase Order
(PO) shall mention the total volume, unit price, total amount,
agreed delivery schedule, shipping terms and details, etc. If the
PO is not conforming to the agreed terms, Advantra reserves the
right of rejection. After acceptance by Advantra, the PO is not
cancellable. The manufacturing of the Product shall only start if
the agreed payment terms have been fully respected.
|
| e) |
Advantra
currently estimates that for such volumes the delivery of long-lead
time parts for production units will require a maximum lead-time of
one hundred and twenty (120) days. Advantra will use commercially
reasonable efforts to fulfil orders in a reasonable time period and
attempt to reduce the lead-time to sixty (60) days or less. During
periods of short supply of critical components, Advantra will use
commercially reasonable efforts to allocate available supplies
fairly.
|
| f) |
HSNi
has given a production forecast to Advantra over twelve (12)
months, see Appendix B, of which the first three (3) months are
binding. This binding forecast will be updated monthly on a rolling
basis. The minimum order quantity to be ordered and delivered per
shipment will be [***] ([***]) units of the Product.
|
| g) |
At
the signature of this agreement, HSNi will issue to Advantra a PO
for [***] thousand ([***] units of the Product, to be delivered
according to the production schedule in Appendix B. HSNi will agree
to pay the full amount of this purchase order in USD as scheduled
per the P.O. scheduling agreement on the first {***] units
purchased. This will be paid per shipment at notification from
Advantra that the goods are ready to be shipped.
|
HSNi
and Advantra both recognize that, for messaging devices, a per
unit ReFLEX Ô
license
fee is required to be paid to Motorola for non-essential
license fee.
HSNi
hereby declares that the Product will not be integrated in or
used as a messaging device without prior written authorization
of Advantra.
The
essential license fee, for Telemetry devices, is included in
the sales price of the module.
At
the time of the placement of the Purchase Order, HSNi will pay
according to the following schedule:
For
the first [***] units purchased, HSNi will pay within three
days from notification from Advantra that the goods are ready
to be shipped.
Also
for the first forty five (45) days from signature of the
Agreement, any PO issued by HSNi to Advantra will be backed by
the PO from HSNi’s end-customer, i.e. Advantra will
receive a copy of the end-customer’s PO and will be the
beneficiary for payment of that PO in case of payment
difficulties with HSNi. After the first forty five (45) days,
HSNi will issue a Standby Letter of Credit to cover and act as
a guarantee for outstanding orders.
After
the first six months or [***] purchased Products under this
agreement, this agreement will modify to payment terms of 30
days net credit from delivery whereby the maximum outstanding
amount is one month of delivery of products, under the
condition and to the extent that Advantra can obtain credit
insurance for the outstanding amounts with its credit
insurance company.
Payment
will be done to the account of Advantra held by:
[***]
HSNi
will fax the proof of payment to Advantra to +32 56 239
400
Goods
can only be shipped if HSNi has no outstanding and due
payments.
All
payments made under this Agreement shall be in US Dollars. If,
at the time of payment, the value of the Euro against the US
Dollar has changed by more than [***] percent ([***]%), as
reported daily by Reuters news-agency (see website
www.reuters.com ),
from the value as of the Effective Date, such payment shall be
adjusted by [***] percent ([***]%) of the percentage change in such
value. For purposes of the foregoing, the value o
