f8kex10xvii_pioneer.htm


     

     

    Exhibit
10.17

    
      AGREEMENT

       

      FOR

       

      AUTHORIZED
SALES REPRESENTATIVES

       

      This
agreement made this day of May 11th 2006, by and between Pioneer Transformers
LTD ("PT") in Granby, Quebec Canada, having its principal place of business at
612 chemin Bernard, Granby, Quebec, Canada, and it's Sales
Representative,

       

      Techno-Contact
Inc.

       

      The post
office address of which is:

       

      2291
Guenette

       

      St-Laurent,
QC

       

      H4R
2E9

       

       
 

       

      (Hereinafter
called the "Sales Representative").

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      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 of Quebec, Canada

              


      

       

      
        	
                 
      

              	
                The
      term "The Market" shall mean:

              


      

       

      
        	
                 
      

              	
                All
      electrical generating and electrical distribution utilities, industrials
      and electrical distributors.

              


      

       

      
        	
                 
      

              	
                Customer
      excluded: Hydro-Quebec

              


      

       

      
        	
                 
      

              	
                Product
      excluded: Liquid Filled Network
Transformers

              


      

       

      
        	
                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, duty,
      brokerage, freight, cost of bid bonds or performance
  bonds.

              


      

       

      ARTICLE 2 -
APPOINTMENT

       

      
        	
                 
      

              	
                Techno-Contact
      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 its own
      name to fill customer requirements.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ARTICLE 4 -
COMMISSIONS

       

      
        	
                4.1

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

              


      

       

      
        	
                4.2

              	
                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 checks 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
      given 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.

              


      

       

      
        	
                4.3

              	
                Commissions
      paid will be net billed sales less taxes, duty, brokerage, freight, cost
      of bid bonds or performance bonds.

              


      

       

      ARTICLE 5 - MARKETING
ASSISTANCE

       

      
        	
                5.1

              	
                PT
      shall furnish the Sales Representative
with:

              


      

       

      
        	
                 
      

              	
                5.1.1

              	
                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 5.1.1. The Sales Representative's use of the aforementioned
      materials shall be subject to the terms, conditions and limitations of
      this Agreement.

              


      

       

      
        	
                 
      

              	
                5.1.2

              	
                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 6 - SALES
EFFORT

       

      
        	
                6.1

              	
                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 therefore. 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.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        	
                6.2

              	
                The
      Sales Representative shall faithfully observe and comply with F'T standard
      policies and procedures where applicable, when soliciting orders for P1
      products or otherwise handling PT business under this
      Agreement.

              


      

       

      ARTICLE 7 - 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. 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 8 - PROPERTY OF
PT

       

      
        	
                 
      

              	
                Any
      property of PT received by the Sales Representative shall be and 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 remains the
      property of PT and shall be surrendered to PT upon demand or termination
      of this Agreement.

              


      

       

      ARTICLE 9 - 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 contracts 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 10 -
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 hall not
      be affected thereby.

              


      

       

      ARTICLE 11 -
GOVERNING

       

      
        	
                 
      

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

              


      

       

      ARTICLE 12 -
DURATION

       

      
        	
                12.1

              	
                This
      Agreement shall become effective on the date first above written and shall
      continue thereafter in full force and
effect.

              


      

       

      
        	
                12.2

              	
                Either
      party may terminate this Agreement at will without cause by giving the
      other party three (3) month written notice of its intention to
      terminate.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        	
                12.3

              	
                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. 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.

              


      

       

      
        	
                12.4

              	
                Nothing
      in article 12.3 above shall be deemed to entitle the Sales Representative
      to sales credit other than that to which it would be entitled under
      Article 4 hereof.

              


      

       

      
        	
                12.5

              	
                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.

              


      

       

      ARTICLE 13 -
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 14 - 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
      612 Bernard Road, Granby Quebec, Canada J2G 8E5. Attention: Raymond
      Haddad, V.P. Operations.

              


      

       

      ARTICLE 15 - 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.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 
      

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

              


      

       

      
        	
                Sales
      Agency

              	
                Principal

              
	 
      	 
      
	 
      	 
      
	
                Techno-Contact Inc.

              	
                Pioneer Transformers LTD

              
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                By:   /s/ 
      Ghislain Pépin
      ing.                                       
      

              	
                By:   /s/ Raymond
      Haddad                                     
        

              
	 
      	 
      
	Ghislain
      Pépin
      ing                          
                                  
      	Raymond
      Haddad                      
                                   
      
	 
      	 
      
	
                Date:  May
      11th
      2006

              	
                Date:   May
      10, 20006    

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      EXHIBIT
A

       

      Pioneer
Transformers LTD. Representative Commission Scale.

       

       

      
        	INDIVIDUAL
      ORDER VALUE   	COMMISSION
      RATE*
	 	 
	
                Up
      to $200,000

              	
                4%

              
	 
      	 
      
	
                $200,001
      to $500,000

              	
                $8,000

              
	 
      	
                plus
      3.0% on the amount over

              
	 
      	
                   $200,000

              
	 
      	 
      
	
                $500,001
      to $1,000,000

              	
                $17,000

              
	 
      	
                plus
      2% on the amount over $500,000

              
	 
      	 
      
	
                $1,000,001
      and more

              	
                $27,000

              
	 
      	
                plus
      1% on the amount over

              
	 
      	
                    $1,000,000

              


      

       

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

       

      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 to 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 as one
order for the total value of the order.