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Nitsuko UK Reseller Agreement
EXHIBIT 10.3
RESELLER AGREEMENT
THIS Agreement is made the 9th day of August 1999
BETWEEN:
(1) Nitsuko UK Limited, with a registered office of "Lyndhurst", 1
Cranmer Street, Long Eaton, Nottingham NG1O 1NJ ("Nitsuko")
and
(2) Hugo International Ltd, 6 Waterside Drive, Langley, Slough,
Berkshire, SL3 6EZ
("HUGO INT.")
WHEREAS:
(A) Nitsuko is the UK subsidiary of the Nitsuko
Corporation of Kawasaki, Japan.
(B) Nitsuko is supplying keysystem and keysystem hybrid
Products through a reseller network into the UK
market.
(C) Nitsuko wishes to appoint HUGO INT. as one of its
Exclusive Resellers (Telecommunication Specialists)
to market its Products to end-users.
THE PARTIES AGREE as follows:
1. DEFINITIONS
"The Product(s)" means the DXE 24/32/96 and DXE 328 Hybrid
Keysystems & DXE 16 & 200 Dect Systems. This list may be added
to as required.
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Nitsuko UK Reseller Agreement
2. GRANT OF RIGHTS
2.1 Nitsuko grants HUGO INT. the right to market and distribute
the Product in the UK throughout the term of this Agreement.
This will also include the right to use, lease, sell, install
and maintain the Product.
3. NITSUKO'S OBLIGATIONS/DUTIES
3.1 Nitsuko will only provide equipment that meets the
requirements of the UK Approval Authorities.
3.2 Nitsuko will provide free of charge, reasonable technical
backup support, sales and technical training.
3.3 If HUGO INT. wishes to maintain the Product Nitsuko will
provide Maintenance Spares at the agreed discount off the list
price.
3.4 Out of Box failures will be replaced by Nitsuko at no charge.
Nitsuko will pay for return carriage.
3.5 Nitsuko will maintain an appropriately staffed and adequately
trained engineering and technical support group in the UK.
3.6 Nitsuko warrants its Products for 13 months from the invoice
date.
3.7 Nitsuko will allow a maximum outstanding credit facility
of pound sterling 25,000. (SubjeCt to Credit Clearance)
3.8 Nitsuko will provide suitable publicity and promotional
support material to HUGO LNT. This shall be up to a value of
2% of HUGO INT. Purchases, an initial pound sterling 2,000
will be made available from this fund for an initial start up
marketing campaign, this
3.9 Nitsuko's transfer price to HUGO INT. will be based on the
following:
- Keysystems - 45% off List Price.
- Dect Systems - 40% off List Price.
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Nitsuko UK Reseller Agreement
3.10 Nitsuko will keep sales inventory of the Product in the UK. It
is planned to provide a three-day turnaround for orders, with
next day pick up for urgent items.
4. HUGO INT.'S OBLIGATIONS/DUTIES
4.1 HUGO INT. shall use its reasonable endeavours to promote and
sell the Product.
4.2 HUGO INT. has the option to provide maintenance support for
the Product.
4.3 In order to assist in ensuring delivery from stock HUGO INT.
will be required to provide a 3-Month ahead sales forecast.
Nitsuko will use this information as the basis for its stock
ordering from Nitsuko Corporation.
4.4 Payment is to be received by Nitsuko 40 day's following the
date of invoice. Agreed credit limits can only be amended on
agreement of the Managing Director of Nitsuko.
5. ORDERING AND DELIVERY
5.1 Orders for the Products placed by HUGO INT. will be on
officially headed notepaper and must contain a valid order
number. Ordering will be subject to the terms and conditions
of this Agreement. For convenience HUGO INT. may use its
purchase documentation and Nitsuko may use its normal
sales/invoicing documentation but the terms and conditions of
this Agreement shall take precedence over any other Terms.
5.2 Any order placed by HUGO INT. will be confirmed within 3
Working Days.
6. ACCEPTANCE/INSPECTION
6.1 It is the responsibility of HUGO INT. to decide what
acceptance checks are required. All shortages or failures must
be notified in writing to Nitsuko within 10 Days of delivery.
Failure to meet this requirement may lead to Nitsuko
disclaiming responsibility.
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Nitsuko UK Reseller Agreement
7. PRICES AND PAYMENT
7.1 Prices for the Products are contained in the Official List
Price List. The transfer price to HUGO INT. will be based on
deducting from the List Price the Agreed Discount as stated in
Clause 3.9.
7.2 Payment is to be received by Nitsuko 40 days following the
date of invoice. It is Nitsuko policy to suspend deliveries to
resellers who exceed their credit terms without prior
agreement.
7.3 Title to the equipment ordered passes on clearance of funds.
8. WARRANTIES
8.1 Nitsuko warrants that the Products will be new, of
merchantable quality, and that they will conform to their
description.
8.2 Nitsuko warrants that the Products will be free from defects
in design, materials and workmanship for a period of thirteen
(13) months from the date of delivery.
8.3 Nitsuko undertakes to replace or repair defective items at his
expense (including freight and insurance charges).
8.5 In no event shall Nitsuko be liable for any incidental special
or consequential damages including loss of profits, arising
out of or in connection with this Agreement, the Product, or
replacement parts furnished hereunder.
9. INDEMNITIES
Nitsuko shall indemnify HUGO INT. and its customers against:
(i) Loss or damage to property; or
(ii) Death or personal injury to persons;
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Nitsuko UK Reseller Agreement
caused by any Product supplied to HUGO INT., or acts
or omissions of Nitsuko, its employees or
contractors. In the event of damage to property,
Nitsuko's liability shall be limited to the
replacement of the Product originally supplied.
10. TERM
The initial term of this Agreement shall be one (1) year. The
Agreement will be renewed by an exchange of letters on the
anniversary date. The Agreement can be terminated by either
party giving not less than two (3) months notice in writing.
11. TERMINATION
11.1 This Agreement may be terminated by either party with
immediate effect in the event that the other goes into
liquidation or receivership or is unable to continue trading.
11.2 This Agreement may also be terminated by either party in the
event that the other party commits a material breach of this
Agreement which has not been remedied within thirty (30) days
of notice having been given in writing to the defaulting party
stating the nature of such breach and that it is intended to
terminate this Agreement.
12. FORCE MAJEURE
Neither party shall be liable to the other for any delay or
failure to perform its obligations under this Agreement
resulting from war, armed conflict, civil disturbance, Act of
God, fire, explosion, accident, flood, industrial dispute or
any regulation, rule or act of or authorised by any Government
or Government agency or any other cause beyond the reasonable
control of the party in question.
13. ASSIGNMENT
Neither party shall assign or transfer its obligations under
this Agreement without the other party's prior written
approval. Nitsuko shall have the right to assign its
obligations under this Agreement to a subsidiary or affiliated
company.
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Nitsuko UK Reseller Agreement
14. INDEPENDENT CONTRACTORS
Each party shall operate as an independent contractor and
neither party shall have the authority to bind the other,
contract on the other's behalf, or to create any obligation to
be performed by the other.
15. CONFIDENTIALITY
15.1 Both during the term of this Agreement and for a period of two
(2) years following its expiry each party agrees to receive
and hold in confidence and use and cause to be used only for
the purposes permitted by this Agreement all information which
is disclosed to it by the other party.
16. ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement between the
parties and shall supersede all prior representations,
agreements, undertakings and commitments between the parties.
17. MODIFICATIONS/AMENDMENTS
No variation or modification of this Agreement shall be valid
unless in writing and signed by authorised representatives of
the both parties.
18. NOTICES
The address for service of notices shall be:
For HUGO INT.: Hugo International Ltd,
6 Waterside Drive
Langley
Slough
Berkshire
SL3 6EZ
Attention: Mr. David Foden
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Nitsuko UK Reseller Agreement
For Nitsuko: Nitsuko UK Limited,
75. Swingbridge Road,
Loughborough,
Leics LEll 5JB
Attention: Mr Douglas Lawes
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
duly signed on their behalf.
/s/ Douglas Lawes 13/8/99
NITSUKO UK LIMITED
Managing Director
HUGO INTERNATIONAL COMMUNICATIONS LIMITED
Managing Director
/s/ David Foden
INCLUDE ATTACHED LETTER AS CLARIFICATION
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Nitsuko UK Reseller Agreement
Nitsuko UK Ltd.
75 Swingbridge Road
Loughborough
Leicestershire LE11 5JB
To: David Foden Fax 01753-543131
Company Hugo International Ltd
From: Andrew Cooper Fax (0) 1509 610206
Date 11th August 99 Tel 01509 643114
Subject Contract Clarifications Ref
Pages Including this page 1
Fax Message:
Dear David,
Further to our telephone conversation yesterday I have pleasure in clarifying
the following points;
- MARKETING FUND
Nitsuko will fund marketing expenditure to the value of 2% of ALL sales on an
on-going basis. From this fund we are prepared to forward pound sterling 2,000
as an initial start up marketing payment for your launch material etc. The fund
is not capped in any way and based upon the levels of business discussed at our
recent meeting would soon become substantial.
- START UP PACKAGES
Due to the size and nature of the agreement between Nitsuko and Dee Tee Wee this
enables us to offer these substantial reductions on starter kits, your
purchasing discount of 40% is not affected by these reductions. Therefore the
cost of such packages to you would be less your 40% discount, giving you the
opportunity to sell at increased margins should you so wish.
I trust I have been able to answer your questions, however, should you need any
further clarification please do not hesitate to contact me.
Yours Sincerely
Andrew Cooper
Sales Director
Nitsuko UK Limited
Tel: 07000NITSUKO (648785) or 01509 643100 Fax: 01509 610206
Technical Support Tel: 01509 643111
Email: [email protected] Web: www.nitsuko.co.uk
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