SUPPLY AGREEMENTSupply Agreement |
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SUPPLY AGREEMENT
This Supply Agreement for EUGRO Mobile Prepaid Services pursuant to
the
Terms and Conditions attached hereto and incorporated herein (the
"Agreement")
is by and between EUROPHONE USA, LLC ("EUROPHONE"), a New York
limited
liability company, with offices at 181 Westchester Avenue, Port
Chester, New
York and GLOBE STAR LLC ("Purchaser"), a New Jersey limited
liability company,
whose principal place
of business is 440 Route 17 North, Suite, 3A, Hasbrouck
Heights, NJ 07604 is entered into on this 6th day of September,
2007.
(EUROPHONE and the Purchaser are hereinafter sometimes referred to
as the
"Parties" and individually as a "Party").
RECITALS
WHEREAS, EUROPHONE is a corporation duly organized, validly
existing,
and in good standing under the laws of the State of New York;
and
WHEREAS, EUROPHONE is a service entity providing a wide range
of
telecommunications products and services, including prepaid
wireless
telecommunication services (the "Service") under the brand name
EUGRO Mobile
and desires to sell to
Purchaser the specified products, and;
WHEREAS, Purchaser is a corporation duly organized, validly
existing,
and in good standing under the laws of the State of New Jersey and
desires to
purchase Eugro Mobile product as specified herein; and
WHEREAS, It is hereby understood and agreed by the parties hereto
that
the RECITALS to this agreement are inseparable parts of this
agreement.
NOW, therefore, in consideration of these promises and of the
mutual
representations, warranties and covenants contained in this
Agreement, the
parties agree as follows:
1. TERM
The term of this
agreement shall be 2 (two) years from the date of last
signature.
This agreement will
automatically be renewable for an additional
one year unless
(i) either party sends notice to the contrary at least
ninety (90) days
prior to the expiration of the initial or any consecutive
period (the
initial and consecutive periods shall hereinafter collectively
be referred to
as "Term") or (ii) either party is in default of this
agreement.
2. PURCHASER OBLIGATIONS
A. Neither
Purchaser nor any of its affiliates will enter into an
agreement
with
another reseller of CDMA and GSM prepaid wireless services.
B. Purchaser
agrees to purchase Eugro Mobile products (handsets and airtime)
from
EUROPHONE to distribute to their customer base thru their
marketing
campaigns.
C. Purchaser
will be responsible for its tax liabilities related to the
sales
and/or
distribution of all products and services offered by EUROPHONE.
D. Purchaser
will be responsible for all shipping charges.
E. Purchaser
agrees to abide by the return authorization policy set forth in
Appendix
B.
F. Purchaser
shall be responsible for providing customer service to its end
users for
any hardware issues pertaining to handsets not obtained from
EUROPHONE.
This may include, but
is not limited to, customer problems
and
inquiries related to handsets, airtime cards or other related
services
and provisions.
EUROPHONE shall be responsible for providing
customer
support to end-users concerning, but not limited to, activation
and time
usage issues. It shall
be the Purchaser's responsibility to
make best
efforts to maintain its customers' satisfaction.
3. EUROPHONE POLICIES
A. EUROPHONE's
obligation to provide Service shall be binding to the extent
provided
in this Agreement, conditioned upon receipt by EUROPHONE of
orders in
a format acceptable to EUROPHONE.
B. EUROPHONE
shall provision and ship within a mutually agreeable time frame
after
receipt by EUROPHONE of a complete and accurate order form
provided
that
1) Purchaser is not in breach of any covenants of this Agreement;
and
2) EUROPHONE receives payment in accordance with this Agreement
and
the attached Exhibits attached hereto and made part hereof by
this
reference; and
C. EUROPHONE
reserves the right to modify any of its telecommunications
services
and/or its provisions including, but not limited to,
adjustments
in rates
to customers and handset pricing without notice.
1. All sales of airtime cards and handsets are final. EUROPHONE will
only accept returns that are in accordance with the return
policy
in Appendix B.
2. Any disputes concerning but not limited to credits, returns,
payments and charges must be addressed in writing to EUROPHONE
within 30 days of the occurrence.
4. PRICING
Pricing provided
to Purchaser is based on minimum purchase of 10,000 units
during the life
of this Agreement.
5. PAYMENT TERMS
Payment due
within 30 calendar days from receipt of invoice by EUROPHONE
for all Services
and products delivered to Purchaser.
6. INDUSTRIAL PROPERTY RIGHTS
A. The Purchaser
acknowledges that all trademarks, trade names, container
designs
and other trade dress appearing on or used by EUROPHONE in
connection
with any of the products or services and any other trade and
service
marks owned or licensed by EUROPHONE or any Affiliates
(collectively the "Trademarks") are good and valid and are
exclusively
owned by
EUROPHONE or an Affiliate, as the case may be. The benefit of
any use of
the Trademarks by the Purchaser pursuant hereto shall inure
to the
benefit of EUROPHONE or the Affiliate that owns the involved
Trademark.
If, as a result of the Purchaser's use, the Purchaser is
deemed, by
operation of law or otherwise, to have acquired any title
or other
rights to any of the Trademarks or any of their components,
the
Purchaser shall forthwith assign the same to EUROPHONE or an
Affiliate
designated by it without consideration.
B. The Purchaser
shall not at any time do, or knowingly suffer to be done,
any act or
thing which will impair the ownership and rights of
EUROPHONE
or any of its Affiliates in and to the Trade names or
Trademarks. The Purchaser shall immediately report to EUROPHONE
any
infringement by third parties of any Trade names or Trademarks
whenever
any such
infringement shall have become known to the Purchaser and will
fully
cooperate with EUROPHONE and/or the owner thereof in connection
with the
prosecution of any infringement action or other proceeding for
the
protection of the Trade names and Trademarks.
C. Purchaser
agrees to submit to EUROPHONE for review and pre-approval all
advertisements, business cards, signage and any other use of
EUROPHONE's
and EUGRO
MOBILE'S names or marks.
D. EUROPHONE
acknowledges that all trademarks, trade names, container
designs
and other trade dress appearing on or used by Purchaser in
connection
with any of the products or services and any other trade and
service
marks owned or licensed by Purchaser or any Affiliates
(collectively the "Trademarks") are good and valid and are
exclusively
owned by
Purchaser or an Affiliate, as the case may be. The benefit of
any use of
the Trademarks by EUROPHONE pursuant hereto shall inure to
the
benefit of Purchaser or the Affiliate that owns the involved
Trademark.
If, as a result of the EUROPHONE's use, EUROPHONE is deemed,
by
operation of law or otherwise, to have acquired any title or
other
rights to
any of the Trademarks or any of their components, EUROPHONE
shall
forthwith assign the same to Purchaser or an Affiliate
designated
by it
without consideration.
E. EUROPHONE
shall not at any time do, or knowingly suffer to be done, any
act or
thing which will impair the ownership and rights of Purchaser
or
any of its
Affiliates in and to the Trade names or Trademarks. EUROPHONE
shall
immediately report to Purchaser any infringement by third
parties
of any
Trade names or Trademarks whenever any such infringement shall
have
become known to the EUROPHONE and will fully cooperate with
Purchaser
and/or the owner thereof in connection with the prosecution of
any
infringement action or other proceeding for the protection of
the
Trade
names and Trademarks.
7. BREACH
A. Breach of
Purchaser is defined, but not limited to, any circumstances
where
1.
Purchaser fails to make payments or replenish inadequate receipts
of
payment, or
2.
Purchaser is suspected of abuse or fraudulent use of any product
or
service provided by EUROPHONE.
B. If Purchaser
commits breach other than 9.A.1 above, Purchaser will have
10 days to
remedy the said breach. If the remedy is unresolved,
EUROPHONE
reserves the right to immediately terminate this Agreement
after
remedy period is expired. Purchaser shall be liable for
all
charges or
other costs or damages resulting from said breach. EUROPHONE
reserves
the right to immediately suspend order processing for breach of
9.A.1
above notice or liability to Purchaser.
8. TERMINATION
A. Either party
may terminate this agreement upon 90 days written notice.
B. EUROPHONE may
terminate this Agreement immediately upon notice via
telephone
call, facsimile transmission, or courier to Purchaser in the
event of
any of the following:
1.
Purchaser's failure to maintain its open account in good standing
or
to make payment under the terms of this Agreement as set forth
herein,
or
2. If
Purchaser purchases handsets from EUROPHONE and either
1)
activates the handsets through another carrier, Purchaser,
reseller or other entity that would prohibit EUROPHONE from
being credited with the activation, or
2) ships handsets overseas, or
3) sells handsets to a market not approved by EUROPHONE in
Appendix A.
C. Either party
may terminate this Agreement, upon five (5) days written
notice to
the other party, for any of the reasons below.
1. A
breach by the other party of any covenant, term, or condition
of this Agreement and the failure to cure such breach within
five
(5) days after receipt of written notice of such breach from
the
non-breaching party, or within fifteen (15) days in the event
Purchaser's agents are in violation of this Agreement.
2.
Purchaser misrepresents EUROPHONE business products or
Services,
fails to achieve 80% of minimum Purchaser Sales Level in any
ninety
day peri






