SALES REPRESENTATION AGREEMENT
THIS AGREEMENT, made this 1st day of November, 1993, between ARROW MOLDED
PLASTICS, INC. an Ohio corporation having its principal office at 600 S.
Clinton, Circleville, Ohio 43113 (hereinafter referred to as "Principal"), and
NIVCO SALES a sole proprietorship, having its principal office at 6430 Fireside
Court, Clarkston, Michigan 48348. NIVCO SALES is a wholly owned company of
Vincent P. Buscemi and is hereinafter sometimes referred to as "Agent".
1. A. Principal hereby appoints Agent as its exclusive sales
representative (to the exclusion of all others, including in such exclusion,
without limitation, Principal) to represent Principal in the sale of all its
products (the "Products") as listed on Exhibit A, which is part hereof, to the
Customers as shown on Exhibit B, which is a part hereof, regardless of the
destination to which any Customer directs the shipment be made.
B. Agent agrees that so long as Agent is acting as sales representative
for Principal hereunder, Agent shall not act as sales representative for any
other company which competes with Principal.
C. Orders shall be solicited by Agent subject to acceptance by
D. Agent shall exercise its best efforts hereunder in behalf of
Principal, and Principal recognizes that Agent's undertaking to exercise such
best efforts means that Agent shall endeavor, by working with all departments
and personnel of prospective purchasers of the Products, to obtain for Principal
opportunities to quote its prices, terms and conditions of sale to prospective
purchasers of the Products; to solicit for Principal from prospective
purchasers of the Products invitations to make such quotations; and to keep
Principal advised, to the extent known to Agent, of prices, terms, and
conditions of sale against which Principal must compete.
2. A. Agent is an independent contractor engaged in the business of
exclusive sales representation and shall act as such hereunder.
B. Agent shall bear all expenses incurred by it in acting hereunder
including, without limitation of the generality of the foregoing, all of its
traveling and entertainment expenses, postage and salaries of its salesmen,
other personnel and subcontractors.
3. A. Compensation is as set out on Exhibit C, which is a part hereof.
B. The "Net Billing" shall be deemed to be the gross billing to the
Customer less all discounts and allowances, freight, and sales tax, if any.
Principal may deduct from subsequent commissions payable to Agent any
commission paid Agent with respect to Products which the Customer has returned
for credit and upon which Principal has properly issued such a credit to the
C. Agent's said compensation shall be payable to it at its said
principal office on the first day of the calendar month beginning November 1,
1993, and continuing payable the 1st of each successive month for the life of
D. All commission payments by Principal to Agent shall be accompanied
by a detailed schedule, prepared by Principal, showing the specific Customer
invoices as to which commission is being paid, and such other detail as shall
facilitate the ascertainment of commission accounts between Principal and
4. A. The term of this Agreement is for five (5) years from and after
November 1, 1993. Commencing November 1, 1998, this Agreement shall be
automatically extended for successive one (1) year periods unless terminated by
written notice by either party to the other given at least thirty (30) days
prior to the commencement of each such one (1) year period.
B. In the event of such termination, Principal shall continue to pay
Agent its regular base and commissions as if this Agreement had not been
terminated on all shipments of the products made by Principal during the
eighteen (18) months following the effective date of termination, except see
C.(3) below which shall control.
C. Agent shall continue to service the Customers until the effective
date of termination, but Agent shall have no further obligations of any kind to
Principal after the effective date of termination except otherwise expressly
(1) If the employment terminates because of death or permanent
disability, and if Principal terminates this Agreement under this paragraph,
Principal shall continue to pay Agent its base and commissions hereunder for
twelve (12) months following the effective date of termination and then
Principal obligations shall otherwise cease.
(2) If Principal terminates Agent for any reason other than as
stated in Subparagraph (1) above, Principal shall continue to pay Agent its
commissions hereunder as if this Agreement had not been terminated on all net
billings invoiced by Principal during the eighteen (18) calendar months
following the effective date of such termination by Principal under this
(3) If Agent terminates this contract for any reason both
parties obligations shall cease immediately.
5. A. Agent shall not assign or transfer this Agreement or any rights or
obligations hereunder except with the prior written consent of Principal. Any
attempts at assignment without such written consent shall be deemed null and
void and of no effect.
B. All samples, models, drawings, quotation sheets and engineering
data delivered to Agent by Principal shall be returned upon request. If any of
the above was received by Agent under a confidential restriction, such
restrictions shall not terminate until the termination of this Agreement.
C. No modification hereof shall be deemed effective unless in writing.
All amendments to this Agreement, to be valid, shall be in writing
and signed by a person authorized to sign in behalf of the respective parties.
D. Waiver of breach of this Agreement shall not extend to or prejudice
any rights in respect of future breach.
E. Any notice required under this Agreement to be in writing shall be
deemed given when mailed to the other party by prepaid registered mail at the
address specified for such party herein, or at such other address as shall
hereafter be designated by written notice of either party.
F. Each of the individuals signing this Agreement in behalf of their
respective corporate parties warrants his authority to do so and warrants that
the respective corporate party has duly authorized such execution.
G. This writing states the entire Agreement of the parties. There are
not representations or collateral agreements hereto nor oral agreements and or
implied warranties or conditions and no applicable trade usages or customs,
the entire Agreement being as herein stated.
ARROW MOLDED PLASTICS, INC.
Gary E. Borushko By Richard J. Nash
Gary E. Borushko By Vincent P. Buscemi
Date December 1, 1993
All injection-molded plastic products.
Vincent P. Buscemi
Date December 1, 1993
1. General Motors Corporation, as follows:
(a) The MCD (Mid-Size Car) Division of General Motors
and its constituent predecessor Chevrolet, Pontiac, and Canada
Divisions, and other C-P-C activities.
(b) The BOC/LAD (Large Size Car) Division of General Motors, only at
the following buying locations:
J-N-L Platforms - Warren LAD Purchasing locations.
(c) All GM Truck Platforms effective 1/1/94
(d) GM Electric Vehicle
(e) Inland Fisher Guide Division - Warren Seating and Troy
Exterior/Interior Purchasing location.
(f) GM SPO for MCD/LAD parts.
(g) GM SPO for Truck & Bus parts effective 1/1/94
(h) Powertrain Division as required by buying location and identified
by part number.
(i) Harrison Radiator Division identified by part number.
Vincent P. Buscemi
Date December 1, 1993
A. Effective November 1, 1993 NIVCO Sales (hereinafter referred to as Agent)
will be paid on the basis of a monthly contract base of $14,500.00/month
payable for the months of November and December 1993. All sales related
expenses i.e.; automobiles, travel, entertainment and mobile phones will
be Agents responsibility.
B. Effective January 3, 1994 Agent will be paid the contract base of
$14,500.00 monthly ($174,000/yr) plus .0025% commission on all GM Sales ie;
Truck and Bus (truck platforms), MCD (CPC), LAD and Powertrain (except
those parts commissioned to Howard Dillman) and CLCD Division.
C. The percentage commission will increase as follows: effective 1/1/95 rate
will be .0027%; effective 1/1/96 rate will be .0029%; effective 1/1/97 rate
will be .0031%; effective 1/1/98 rate will be .0033%.
D. Monies in the amount of $150,000.00 owed from Agent to Principal shall be
paid by Agent at the rate of $5,000.00 per month as a debit to the amount
owed by Principal to Agent for commissions.
E. For each month this contract is in effect and Mr. Ron Grembos is in Agents
employ, Principal shall pay Agent $9,150.00 per month starting November
1993, in addition to any amounts paid Agent pursuant to paragraphs (A),
(B), and (C).
F. Agent will continue to invoice monthly for the contract base and
engineering service (Mr. Grembos) on a current month basis. Contract
commissions will be accrued on a monthly basis and paid to Agent the month
following the month of sale.
G. Principal will provide office, secretary, office phone and health
insurance as additional compensation for Mr. Buscemi and Mr. Grembos.
H. All compensation will be issued to NIVCO SALES, 6430 Fireside Court,
Clarkston, Michigan 48348 - EIN #38-3019247.
Vincent P. Buscemi
December 1, 1993