f8kex10xv_pioneer.htm


     

    Exhibit
10.15

     

    
      AGREEMENT

       

      FOR

       

      AUTHORIZED SALES
REPRESENTATIVES

       

      This
agreement made this 19th day of September 2003, 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,

      


      


      AESCO
Associates LTD

      


      


      The post
office address of which is:

      


      


      14 Becks
Way

      Dartmouth,
N.S.

      B2V
2C3

      


      


      


      


      


      (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 New Brunswick, Nova Scotia, Newfoundland and Prince Edward Island
The term “The Market” shall mean:

       

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

       

      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

       

      AESCO
Associates LTD 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.

              


      

       

       

      
        
          
          

        

        
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                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.

              


      

       

      
        	
                3.4

              	
                PT
      shall not be liable for any loss or damage caused by late delivery or
      failure to otherwise perform under those orders which it has accepted
      where such delay or non-performance is due to labor disputes, strikes,
      lockouts, inability to obtain materials, fire, acts of God or the public
      enemy, accidents, governmental restrictions or appropriation, or any other
      cause beyond the reasonable control of PT, unless otherwise provided by
      the terms and conditions that have been quoted and accepted by
      PT.

              


      

       

      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.

              


      

       

       

      
        
          
          

        

        
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                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 PT standard
      policies and procedures where applicable, when soliciting orders for PT
      products or otherwise handling PT business under this
      Agreement.

              


      

       

       

      
        
          
          

        

        
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      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 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 shall not be affected
thereby.

       

      ARTICLE 11 –
GOVERNING

       

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

       

       

      
        
          
          

        

        
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      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 he 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.
Operation’s.

       

       

      
        
          
          

        

        
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      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	 
	 	 	 	 	 
	AESCO Associates
      LTD 	 	 	Pioneer Transformers
      LTD	 
	 	 	 	 	 
	
                    By:  /s/ 
      Lloyd Macleod

                  	 	 	
                    By: 
      /s/  Raymond Haddad

                  	 
	
                     

                  	 	 	
                     

                  	 
	
                    Date:  September
      23, 2003

                  	 	 	
                    Date: September
      30, 2003

                  	 


          

        

      

       

       

                                                    

      
        
          
          

        

        
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      EXHIBIT
A

       

      Pioneer Transformers LTD.
Representative Commission Scale.

       

      
        	
                INDIVIDUAL ORDER VALUE

              	
                COMMISSION RATE *

              
	 	 
	
                Up
      to $200,000

              	
                5%

              
	
                $200,001
      to $500,000

              	
                $10,000

                plus
      4.0% on the amount over $200,000

              
	
                $500,001
      to $1,000,000

              	
                $22,000

                plus
      3% on the amount over $500,000

              
	
                $1,000,001
      and more

              	
                $37,000

                plus
      2% 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.

       

       

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