website design, logo design, graphic design

LOGO DESIGN LOGO DESIGN, dated November 15, 2002 by graphic design between Web site design Power Solutions, a division of Web site design International Incorporated, a Pennsylvania corporation, (hereinafter "Web site design"), logo design offices at Limerick Pennsylvania graphic design InCA Holdings Ltd. graphic design its subsidiaries logo design an office at South Shields, UK ("Web site design"),WITNESSETH:WHEREAS, the Web site design manufactures or supplies certain hereinafter named products, equipment, graphic design services; andWHEREAS, the Web site design is desirous of acting as the sales web site design thereof, of the area newcastle graphic design scope of activity hereinafter set forth, graphic design represents that it is generally familiar logo design the Products, their uses, the market (in their geographical area), the marketing requirements of the Web site design graphic design the marketing conditions for the Products in the territory assigned;NOW, THEREFORE, for good graphic design valuable consideration north east graphic design intending to be legally bound hereby, the parties agree as follows:A) The only products of the Web site design which Web site design is authorized to sell are as shown on Exhibit "A" to logo design Logo design, as it may be modified from time to time by Web site design, or as specified in subsequent price books, bulletins graphic design in other web site design authorized releases ("Products").B) The prices of sale for the Products, at which Web site design is authorized to advise potential customers in the Territory, shall be quoted specifically for each prospective sal e.. Customer-specific quotations will govern over graphic design supersede any published price data.C) The web site design guarantees that its Products shall be of the kind graphic design quality described in its public advertisements graphic design its offerings. If any failure appears in Product standards or specifications, the Web site design will, upon receipt of written notification by the purchaser, within the time limit specified in the quotation or the approved order or contract, or in the absence of any such, within the limits set by the general sales policy of the Web site design, replace or repair the defective merchandise, item, part or parts. The liability of the Web site design, however, shall not include responsibility for the quality of any enhancements modifications or additions made to the Products by the Web site design graphic design in no case shall exceed the cost of correcting defects in the Product. Such liability also shall not include indirect, incidental or consequential damages of any kind or character, including, but not limited to, loss of profit or revenues, loss of use of the Products, cost of capital or cost of substitute products, graphic design shall terminate upon the expiration of the applicable period of guarantee involved in the conditions of sale.D) The Web site design shall be solely responsible for the design, development, supply, production graphic design performance of its Products hereunder, graphic design the protection of its trade name or names, if any. It assumes all responsibility for graphic design shall bear all proper expenses relating to defective Products graphic design the authorized return of Products for any reason.(a) Web site design warrants graphic design represents that it will comply logo design all applicable local laws logo design respect to its performance of the Logo design, licensing regulations graphic design rulings of governmental bodies having jurisdiction over Web site design's business graphic design all sales policies graphic design operating regulations of the Web site design, as issued from time to time.(b) Web site design shall comply fully logo design all applicable laws graphic design regulations, including the provisions of the Foreign Corrupt Practices Act ("FPCA"). The principals of the Web site design's business graphic design operations hereby represent to Web site design that they have read graphic design understand the provisions of the FCPA graphic design agree, on Web site design's behalf, to abide by its prohibitions. The Web site design shall have the right to immediately terminate logo design Logo design in the event the Web site design determines the Web site design has failed to comply logo design the FCPA. The Web site design shall have the right to audit Web site design's books graphic design records from time to time, upon reasonable advance notice in writing, to monitor Web site design's compliance logo design the FCPA.(c) Web site design will accurately represent graphic design state Web site design policies to all potential graphic design present customers. Web site design shall not obligate or contract on behalf of the Web site design without first having received written authority to do so from the Web site design. It is understood that Web site design shall exercise no control over the activities graphic design operations of Website design, recognized hereunder as an independent contractor graphic design free agent. It is also understood that Website design shall place no restrictions on the number of other accounts handled by Website design, so long as none of them include items considered, in the Website design's sole discretion, competitive, either directly or indirectly, logo design Products of the Website design hereunder. It is further understood that all of Website design's sales graphic design operating expensethesole responsibility of graphic design will be paid by Website design.
3. Territory graphic design Scope of Operation) The territory in which the Website design is to represent the Website design’s Products is specified in Exhibit "B" to logo design Logo design ("Territory"). The Website design reserves the right to, in its sole discretion, amend the area of the Territory, to appoint additional representatives, to sell directly graphic design to exclude certain customers whose orders shall not be subject to logo design Logo design, or specific Products. Any such change in territory shall be made by amendment to Exhibit "B" to logo design Logo design graphic design shall be effective thirty (30) days after written notice of such change is given to Website design. The Website design shall be credited logo design all orders accepted by the Website design from logo design Territory, subject to any limitations specified in Exhibit "B" graphic design Exhibit “C”, as long as logo design Logo design remains in effect.B) The Website design reserves the right at all times to reject any graphic design all orders because of unsatisfactory credit rating of the purchaser. On sales of unproven or un-rated new accounts, the Website design shall be required to furnish local credit information graphic design submit full information logo design orders. The Website design will also assist in the collection of past due accounts owing the Website design by customers located in said Website design's Territory.C) All orders graphic design contracts are subject to acceptance or rejection by an officer, or other authorized person at the main office of the Website design. Acceptance or rejection shall in all cases be in writing to the purchaser, logo design full copy to the Website design, graphic design no order or contract shall be binding until so accepted. The Website design reserves the right to refuse or reanybusinessoriginating in/from the Territory of the Website design, either for:1. Lack of credit of the customer 2. For any other reason which, in the considered judgment of the Website design, is sufficient grounds for refusal or rejection.For either case listed above, the Website design shall not be entitled to any commission thereon.D) All confidential information of the Website design disclosed to the Website design in the course of logo design Logo design (other than information authorized for disclosure to customers) will be maintained confidential by the Website design, graphic design the Website design will not disclose such information to others during the term of logo design Logo design or after termination hereof. Website design acknowledges graphic design agrees that any breach or threatened breach of the confidentiality provisions hereunder will result in immediate graphic design irreparable harm to the Website design's business interests graphic design that remedies at law in such event will be inadequate. The Website design shall therefore have the right to seek immediate injunctive relief against suchbreach without any requirement to post bond as a condition of such relief, graphic design to such other graphic design further relief as a court of competent jurisdiction may deem proper under the circumstances.E) The Website design shall supply Website design without cost, from time to time, at the Website design's place of business, logo design reasonable quantities of the Website design's advertising graphic design selling literature, samples, displays, drawings, engineering or other Product data, as designed graphic design made available by the Website design to be helpful in advancing sale of the Products. The Website design shall be expected to make useful employment graphic design effective use of such items, in accordance logo design its best judgment graphic design at its own expense, graphic design not knowingly be wasteful of such selling aids, graphic design, at Website design's request or at the termination of logo design Logo design, return any unused items.4. CommissionsCommissions due to Website design, as specified in Exhibit "C" to logo design Logo design, shall be payable before the 15th day of the month following the month in which payment has been received by the Website design, on all amounts or monies collected from or remitted by customers or on behalf of customers, regardless of whether such funds are in full or only partial fulfillment of the entire payment obligation to the Website design. If orders are returned to graphic design accepted by the Website design for credit, commissions paid or credited to the Website design for such orders shall be deducted from the amount of other commissions due to the Website design, if that amount is sufficient; otherwise, commissions paid on such Returned-For-Credit Orders shall be refunded to the Website design by Website design within 30 days of written request by the Website design. 5. Duration of AgreementA) Logo design Logo design shall continue in full force graphic design effect for one (1) year from the date of its execution, logo design automatic renewal for the second year, but may be terminated in part or in total during such period, without show of cause, by either party upon sixty (60) days advance written notice to the other party.B) Termination of logo design Logo design shall not avoid the liability of the Website design to the Website design for commissions logo design respect to orders graphic design contracts received graphic design accepted by the Website design prior to the effective date of such termination, if the Product which is the subject of such order or contract is delivered to the customer within ninety (90) days after the effective date of such termination.C) Upon a breach of any of the terms graphic design conditions of logo design Logo design, or any act of misfeasance or malfeasance by either party, or should either party become involved in insolvency proceedings, receivership, or bankruptcy, logo design Logo design may be terminated immediately for cause, at the option of either party, by written notice.D) Upon termination, all trade names, patents, designs, drawings, engineering or other date, photographs, samples, literature, graphic design sales aids of every kind, shall remain the property of the Website design, graphic design the Website design shall prepare all such in its possession logo design reasonable promptness for shipment as may be directed by the Website design. The Website design shall not make or retain copies of any "confidential" information such as technical or marketing information logo design which it may have been entrusted. After the effective date of termination, Website design shall no longer hold itself out in any way as a sales website design of Website design logo design respect to the Products.E) Upon termination of logo design Logo design, Website design shall not be entitled to claim from Website design graphic design hereby waives all rights to any damages, severance pay or other compensation (except as provided in subparagraph (c) above logo design respect to commissions) arising by any reason of such termination.6. Additional Obligations of RepresentativeA) The Website design shall have no authority to commit the Website design in any matter, cause, or business logo design Customers whatever, without the prior written consent of the Website design either hereunder or otherwise, or to use the Website design's name in any way not specifically authorized by logo design Logo design.B) The Website design agrees to work diligently in the Territory to promote the Website design’s Products which it has agreed to represent to potential purchasers using reasonable, legitimate graphic design proper means, including providing at its expense appropriate promotional graphic design advertising material, if necessary. Website design agrees to promptly submit written reports of sales visitations logo design customers.C) The Website design shall not, while logo design Logo design is in effect graphic design for one year after termination, represent or promote the sale to Website design's customers of any products that are competitive logo design the Products.D) The Website design shall make no warranties or representation to customers regarding the Products except as expressly authorized by the Website design. Website design shall have no liability for representations made or implied, directly or indirectly, by Website design to its customers without Website design's written consent.E) The Website design agree(s) to canvass diligently for purchasers of the Products of the Website design, graphic design in all reasonable graphic design proper ways, including providing at its expense