f8kex10xiv_pioneer.htm


     

    Exhibit
10.14

     

    AGREEMENT

     

    FOR


     

    AUTHORIZED SALES
REPRESENTATIVES

     

    This
agreement is made this 1st day of April 1996, by and between Pioneer
Transformers LTD (“PT”) in Mississauga, Ontario, Canada, having its principal
place of business ;at 612 chemin Bernard, Granby, Quebec, Canada, and its Sales
Representative,

     

    Virelli
& Associates Inc.

     

    the post
office address of which is:

     

    15
Rosemount Ave.

    Toronto
Ontario

    M6H
2M2

     

    a
corporation organized and existing

    under the
laws of

    Ontario,
Canada.

     

    (hereinafter
called the “Sales Representative”).

     

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    In
consideration of the covenants and conditions herein contained, PT and the Sales
Representative mutually undertake and agree as follows:

     

    ARTICLE 1 -
DEFINITIONS

     

    As used
herein:

     

    
      	
              1.1  

            	
              The
      term “The Territory” shall mean:

            


    

    the
Province Ontario.

     

    The term
“The Market” shall mean:

    
      	
               
      

            	
              la.)

            	
              All
      electrical generating and electrical distribution
    utilities.

            


    

     

    
      	
               
      

            	
              lb.)

            	
              Except
      Ontario Hydro for three phase transformers and Hydro Mississauga for
      single phase and three phase
transformers.

            


    

     

    
      	
               
      

            	
              2.)

            	
              Distributors,
      contractors, consultants and industrial accounts not covered by Schneider
      Canada Inc sales force.

            


    

     

    
      	
              1.2

            	
              The
      term “PT” shall mean Pioneer Transformers
LTD

            


    

     

    
      	
              1.3

            	
              The
      term “sales credit” shall mean the value of billed sales acknowledged by
      PT to have been procured by the Sales Representative pursuant to ‘the
      terms and conditions contained in this Agreement, less any sales taxes,
      dut4 brokerage or freight that may be
included.

            


    

     

    ARTICLE 2 -
APPOINTMENT

     

    Virelli & Associates
Inc. is hereby appointed an authorized Sales ‘Representative for PT and
is authorized to solicit orders for PT products within the Territory under the
terms and conditions herein described. It is understood that this appointment
shall be exclusive to both parties for the Territory and Markets as previously
described.

     

    ARTICLE 3 -
ORDERS

     

    
      	
              3.1

            	
              Orders
      for PT products which have been placed with the Sales Representative shall
      be promptly forwarded to PT in Granby Quebec with a copy to Mississauga
      Ontario for review. Such orders shall not be binding on PT until accepted
      by PT in writing or by the issue by PT of an official order
      acknowledgment.

            


    

     

    
      	
              3.2

            	
              PT
      reserves the right to reject any order for any reason which it deems
      sufficient, including but not limited to, such reasons as failure to
      conform to PT’s standard terms and conditions of sale, unrealistic
      specified delivery dates and unapproved credit of the
      purchaser.

            


    

     

    
      	
              3.3

            	
              The
      Sales Representative shall be excluded from entering orders in own name to
      fill customer requirements.

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    ARTICLE 4 - SALES
CREDIT

     

    
      	
              4.1

            	
              The
      Sales Representative shall receive sales credit for those orders covering
      PT products which it solicits within the Territory and are accepted by PT,
      as well those accepted orders covering PT products which are submitted
      directly to PT by purchasers within the Territory or orders which are
      accepted from outside the territory but are shipped into the territory
      when the Sales Representative is requested by PT to perform the order
      follow-up activity.

            


    

     

    ARTICLE 5 -
COMMISSIONS

     

    
      	
              5.1

            	
              PT
      shall compute and pay commissions on the value of sales credits earned by
      the Sales Representative in accordance with the rates and condition set
      forth in Exhibit A annexed hereto and made a part
  hereof.

            


    

     

    
      	
              5.2

            	
              Sales
      credit for sales of PT products and commissions payable thereon shall be
      calculated at the end of each month. Commissions shall be paid; monthly,
      with commission cheques being mailed to the Sales Representative’s
      business address shown on the front page hereof, on or about the fifteenth
      day of the month immediately following the month in which the sales
      credits are earned and customer invoices paid. If the commission earned
      during any give} month is less than $100.00, it will be held until a
      minimum amount of $100.00 is reached. Hold backs against commissions
      payable to the Sales Representative will be made for any overdue unpaid PT
      invoices.

            


    

     

    
      	
              5.3

            	
              In
      determining commissions to be paid by PT to the Sales Representative
      recognition will be given to circumstances where the shipping address and
      location and pre-engineering is outside the Territory. In such
      circumstances split credit or commission may apply so that recognition is
      given to the location of the engineering firm undertaking pre-engineering
      work, the location Of the customer placing the order and the location of
      the shipping address for after sale service. Each such location shall be
      awarded an appropriate commission based on the value of the total billed
      sales as detailed in clause 1.3. Generally split credits will be applied
      at 1/3 credit for where the engineering work is undertaken; 1/3 credit for
      where the order is placed and 1/3 credit for where the shipment is
      made.  Example: An order engineered in one province, ordered in
      another province but shipped to the Territory - 1/3 credit is due - the
      appropriate commission would be based on 1/3 the value of the
      commissionable rate.

            


    

     

    
      	
              5.4

            	
              Commissions
      paid will be net billed sales less taxes, duty, brokerage or
      freight.

            


    

     

    ARTICLE 6 - MARKETING
ASSISTANCE

     

    6.1           PT
shall furnish the Sales Representative with:

     

    
      	
               
      

            	
              6.1.1

            	
              Reasonable
      quantities of bulletins and such promotional aids as catalogs, circulars
      and technical information, and other publications which PT may have
      available for distribution in connection with the sale of PT products.
      There shall be no charge for the material furnished pursuant to this
      article 6.1.1. The Sales Representative’s use of the aforementioned
      materials shall be subject to the terms, conditions and limitations of
      this Agreement.

            


    

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              6.1.2

            	
              Quotations,
      proposals, customer visits, trade show participation, seminar programs or
      special advice as may from time to time be requested by the Sales
      Representative for the purpose of satisfying customer needs and government
      requirements.

            


    

     

    ARTICLE 7 - SALES
EFFORT

     

    
      	
              7.1

            	
              The
      Sales Representative shall use its best efforts to promote the sale and
      use of, and to secure orders for PT products within the Territory and
      Market, so as to create the largest volume of profitable business for PT
      commensurate with the opportunities therefor ( to have at least one sales
      person on the road to cover adequately all major MEA’s in Ontario). The
      Sales Representative shall promote the goodwill and name of PT, and do
      everything within its capabilities to further the interest of PT, its name
      and PT products including participation in trade shows, seminar programs
      and all sales activities undertaken by PT. It shall endeavor to provide PT
      with timely feedback on all major tenders. It shall assist PT in
      furnishing or obtaining, on request, information as to credit standing of
      purchasers or prospective purchasers of PT
  products.

            


    

     

    
      	
              7.2

            	
              The
      Sales Representative shall faithfully observe and comply wits PT standard
      policies and procedures where applicable, when soliciting orders fair PT
      products or otherwise handling PT business under this
      Agreement.

            


    

     

    ARTICLE 8 - TELEPHONE AND
TELEFAX EXPENSE

     

    PT shall
assume the charge and expense for telephone calls, telegraph, fax messages and
couriers, which it may make or send to the Sales Representative. The Sales
Representative shall pay for those telephone calls, telegraph, fax messages and
normal courier service to PT which it may originate. Courier costs associated
with forwarding tender requests or documents to PT, on a timely basis, will be
paid for by PT.

     

    ARTICLE 9 - COMPETITIVE
CLAUSE

     

    During
the term of this Agreement, the Sales Representative shall not directly or
indirectly handle, deal or become interested in the manufacture, marketing or
selling of products which are similar in kind, character and/or use to PT
products with the exception of utilities and products listed under clause
1.1.1.). The Sales Representative shall not directly or indirectly, provide any
competitor of PT with PT product bulletins, special advices, PT products or
other similar information and material which may be of competitive
value.

     

    ARTICLE 10 - PROPERTY OF
PT

     

    Any
property of PT received by the Sales Representative shall be nd remain the
property of PT and, upon request, shall be returned in as good condition as when
received, ordinary wear and tear excepted. All records or papers of any kind
relating to PT’s business shall be and remain the property of PT and shall be
surrendered to PT upon demand or termination of this Agreement.

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    ARTICLE 11 - LIMITATION OF
POWER

     

    The Sales
Representative’s authority to act as a representative of PT is strictly limited
to those powers expressly conferred herein. The Sales Representative shall have
no authority nor shall it hold itself out as having such to make 4ontracts in
the name of or binding on PT, pledge PT credit or to extend credit in its name.
Furthermore, the Sales Representative shall not use the initials “PT” or PT’s
registered trade names or registered trade marks unless expressly approved by PT
in writing.

     

    ARTICLE 12 -
SEVERABILITY

     

    Should
any of the provisions contained herein contravene or be invalid under the laws
of Canada and or the province or other jurisdiction where it is to be performed,
the validity of the remaining portions or provisions shall not be affected
thereby.

     

    ARTICLE 13 -
GOVERNING

     

    This
Agreement shall be construed in and according to the laws of the Province of
Quebec, Canada.

     

    ARTICLE 14 -
DURATION

     

    
      	
              14.1

            	
              This
      Agreement shall become effective on the date first above written and shall
      continue thereafter in full force and effect for at least twelve (12)
      month.

            


    

     

    
      	
              14.2

            	
              Either
      party may terminate this Agreement at will without cause at the end of a
      calendar year by giving the other party three month written notice of its
      intention to terminate.

            


    

     

    
      	
              14.3

            	
              In
      the event of a termination of this Agreement, commissions in accordance
      with Exhibit A will be paid on all orders shipped after the termination
      date less
      that portion of the commission due for shipping location or after sales
      service (1/3) provided the order was received and accepted prior to the
      termination date. Should the shipment date be longer than 2 months after
      the termination date an additional amount not to exceed 17% of the
      commissionable amount may be deducted for servicing of the contract prior
      to shipment, at the discretion of PT. Any quotations for PT products that
      have not been ordered prior to the termination date will not be honored by
      PT and no commission shall be owing or payable with respect
      thereto.

            


    

     

    
      	
              14.5

            	
              If
      at any time hereafter, either of the parties hereto shall fail to perform}
      to the terms, covenants and conditions hereof at the time and in the
      manner herein provided, then the other party may forthwith cancel and
      terminate this Agreement by giving the other party written notice of its
      election to so cancel and terminate this Agreement and such cancellation
      and termination shall become effective upon the mailing or delivery of
      such notice, whichever occurs the earliest. This right to cancel and
      terminate shall be in addition to any other remedies available hereunder
      or at law.

            


    

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     

    ARTICLE 15 -
NOTICES

     

    Any
notice required under this Agreement shall be given in writing addressed to the
respective party at the address indicated on the front page hereof, or at such
other address as the respective party may, from time to time, hereafter
designate in writing.

     

    ARTICLE 16 - CONTRACT
ADMINISTRATION

     

    This
Agreement shall be administered on behalf of PT by its Marketing & Sales
Department in Mississauga. All questions concerning this Agreement or PT policy
and procedure should be directed to the said Department at 2600 Skymark Ave Bldg
5 Suite 102 Mississauga, Ontario, L4W-5E7, Attention: Klaus Brockhausen, V.P.
Marketing & Sales.

     

    ARTICLE 17 -
INDEMNIFICATION

     

    PT agree
to defend, indemnify and hold harmless the sales Representative, its officers,
directors and employees from and against any and all losses, liabilities,
claims, damages, counsel fees and other costs and expenses incurred by or
asserted against them, resulting from or arising out of any breach by PT or any
representation, warranty, covenant, agreement, agreement or obligation of PT
made or incurred pursuant to this agreement, including but not limited to bodily
injury and/or property damage however caused arising out of PT’s service and/or
product.

     

    ARTICLE 18 - ENTIRE
AGREEMENT

     

    This
Agreement constitutes the only agreement between the parties and supersedes all
previous communications, representations or agreements, whether oral or written,
with respect to the subject matter hereof. No modification of or amendment to
this Agreement shall be binding upon the parties hereto unless in writing and
duly executed by both parties.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

     

    In
Witness Whereof, the parties have executed this Agreement in duplicate on the
dates indicated.

     

    
       

       

      
        
          	
                  Sales
      Agency

                	 
      	
                  Principal

                
	 	 	 
	
                  
                    Virelli & Associates
      Inc..

                  

                	 
      	
                  Pioneer Transformers LTD

                
	 	 	 	 	 
	
                  By:

                	/s/ 
      Greg Virelli	 
      	
                  By:

                	/s/ 
      Klaus Brockhausen
	
                  Date:

                	March
      26, 1996	 
      	
                  Date:

                	March
      27, 1996


        

      

       

       

    

     

     

     

     

     

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

     

    EXHIBIT
A

     

    Pioneer
Transformers LTD. Representative Commission Scale.

     

     

    
      	
              INDIVIDUAL ORDER VALUE

            	
              COMMISSION RATE*

            
	 	 
	
              Up
      to $200,000

            	
              3%

            
	
              $200,001
      to $500,000

            	
              $6,000

            
	 
      	
              plus
      2.5% on the amount over $200,000

            
	
              $500,001
      to $1,000,000

            	
              $13,500

            
	 
      	
              plus
      2% on the amount over $500,000

            
	
              $1,000,001
      to $2,000,000

            	
              $23,500

            
	 
      	
              plus
      1% on the amount over $1,000,000

            


    

     

    
      	
              •

            	
              On
      long term contracts over several years, the commission rate for the
      monthly shipments is based on the total annual dollar value
      shipped.

            


    

     

    
      	
              •

            	
              Spare
      parts for Pioneer Transformer LTD products
  ..........10%

            


    

     

    
      	
              1)

            	
              If
      to obtain an order it becomes necessary for PT to make a reduction in
      price that would otherwise apply, or to make some concession involving
      extra cost, PT may, prior to acceptance of such an order, request of the
      Representative that the commission payable thereon be negotiated to
      reflect the special circumstances involved with the order. In such cases,
      the commission rate specified above shall not
  apply.

            


    

     

    
      	
              2)

            	
              For
      the purpose of determining the size of any order, any proposal t4 one
      customer for similar types of material with a common closing date that
      results in one or more purchase orders to facilitate accounting and/or
      shipments to different locations are considered to be one total order for
      the aggregate value of the different
parts.

            


    

     

    
      	
              3)

            	
              Orders
      with different closing dates but grouped together by the Customer at time
      of purchase in order to obtain a value or volume discount will be treated
      al one order for the total value of the
order.

            


    

     

    
      	
              4)

            	
              Full
      commission will be paid on all PT shipments to the market of the territory
      made after March 31, 96.

            


    

     

    
      	
              5.)

            	
              PT
      will guarantee Virelli & Associated Inc. a commission of at least
      $4000.00/month for the first four month of this agreement. Should
      commissions paid by PT exceed commissions owing to Virelli &
      Associates Inc., those sums will be treated as an advance for commissions
      and will be deducted from future
commissions.

            


    

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    

    
 

     

    
      Virelli
& Associates Inc.

    

    
      590
Jarvis Street, 6th
Floor

    

    
      Toronto
Ont.

    

    
      M4Y
2J4

    

    


    
      	
              Att.

            	
              Greg
      Virelli

            


    

    
      	
               
      

            	
              Principle

            


    

    


    
      	
              Sub.

            	
              Commission
      rates,

            


    

    
      	
               
      

            	
              addendum I to agency
      agreement of March 27, 96

            


    

    


    
       
Jan. 16,
1997

    

    
       

      Dear
Greg,

    

     

    As
recently discussed, we wish to confirm that your commission rate for our new
line of Stacked Core Design Units, i.e. Small Power Transformers, Regulators and
Grounding Transformers will be 5%.  Please attach this addendum to
your existing contract.

     

    We trust
that this new product line will be beneficial to both of our companies and look
forward to bid on your upcoming requirements.

     

     

     

    KLAUS
BROCKHAUSEN

    V.P.
Marketing & Sales

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Representative Commission
Sale

    


    


    
      	
              INDIVIDUAL ORDER VALUE

            	
              COMMISSION RATE*

            
	 	 
	
              Up
      to $100,000

            	
              3%

            
	
              $100,001
      to $200,000

            	
              $5,000
      plus 4% on the amount over $100,000

            
	 
      	 
      
	
              $200,001
      to $300,000

            	
              $9,000
      plus 3.5% on the amount over $200,000

            
	 
      	 
      
	
              $300,001
      to $400,000

            	
              $12,500
      plus 3% on the amount over $300,000

            
	 
      	 
      
	
              $400,001
      to $500,000

            	
              $15,500
      plus 2.75% on the amount over $400,000

            
	 
      	 
      
	
              $500,001
      to $750,000

            	
              $18,250
      plus 2.5% on the amount over $500,000

            
	 
      	 
      
	
              $750,001
      to $1,000,000

            	
              $24,500
      plus 2% on the amount over $750,000

            
	 
      	 
      
	
              $1,000,001
      to $2,000,000

            	
              $29,500
      plus 1% on the amount over
$1,000,000

            


    

    


    Above
$2.0M of single order value of sales credit, complete commission subject to
negotiation.