Distributor Agreement (international)

STD INT'L)
DISTRIBUTOR AGREEMENT


THIS AGREEMENT, made at Sarasota, Florida, by and between SUN HYDRAULICS CORPORATION, a Florida corporation, hereinafter referred to as "SUN," and ______________________ hereinafter referred to as "__________________," to be effective as of the ____________ 1993.


WITNESSETH:


WHEREAS, SUN and __________ desire to enter into an agreement whereby SUN will sell and _________________ will purchase and resell the SUN products specified herein,


NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable considerations, the receipt and sufficiency of which is hereby acknowledged by each of the parties hereto, the parties agree as follows:


1) Appointment. SUN hereby appoints _______________ to purchase and
resell the SUN products specified in paragraph 2 below upon the terms
and conditions set forth hereafter.


2) Products. The products covered by this agreement are the products
designated by SUN as Industrial and Mobile Hydraulics Components,
including those currently in production and those which may be
introduced in the future under this designation, hereinafter called
"products" or "product." SUN shall have the right to discontinue
supplying Distributor with any product if SUN ceases production or
distribution of such products, but shall provide __________________
with manufacturing drawings to ensure supply of spare parts and spare
units.


3) Limitations of Sales and Use of Products. ____________________ and SUN
mutually agree that SUN products, as stated in SUN's product catalog,
are not suited for any of the following applications:


(A) Any product which comes under the U.S. Federal Highway Safety
Act, or similar regulations of other governments namely
steering or braking systems for passenger-carrying vehicles or
on-highway trucks.


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(B) Aircraft or space vehicles.


(C) Ordnance equipment.


(D) Life support equipment.


(E) Any end product which, when sold, comes under U.S. or other
government Nuclear Regulatory Commission rules and
regulations.


SUN does not have any performance assurance programs for testing products for the above applications. SUN's products are not designed for these applications and SUN does not warrant, recommend or approve its products for these applications. Accordingly, _____________________ is prohibited from and agrees not to solicit or sell SUN's products for any of the above uses or applications. ____________________ shall be solely responsible for any loss or damages occasioned by breach of the provisions of this paragraph and shall carry product liability and liability insurance as provided for under the provisions of Paragraph 15 hereafter to insure against such loss or damages.


4) Prices. __________________ will pay SUN for its products as follows
based on SUN's domestic list price as shown in its Catalog
999-001-792, 1 July 1992 (revised from time to time):


(A) Distributor stock orders for standard catalog products


Catalog products are subject to a discount of 50%. This
generous grouping discount is offered only to overseas
distributors on the assumption that normal stock orders will
comprise a minimum of 50 standard pieces. This will be
reviewed every 12 months.


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(B) Orders for single standard catalog item


Although the maximum discount available is 50%, a higher
discount can be negotiated for a single product in large
quantities. To be eligible for a higher discount the order
must be for 300 or more of a single model code. Prices for
large quantities are available by individual quote only, but
the following may be used as a guide in estimating the price:


Discount for same catalog model code


300 -- 999 54% off list
1000+ 56% off list


(C) Orders for form tools


Sun cavity form tools are available only at net prices shown
in the catalog. (The form tools are offered as an aid in
selling Sun cartridges to customers who wish to incorporate
them directly into their own products.)


(D) Orders for custom products and valvepacs


Orders for custom products and valvepacs will be priced by
quotation only for all quantities.


(E) Orders for all service kits are subject to 50% discount.


5) Terms and Conditions of Sale.


(A) All invoices are net 30 days. SUN will advise ________________ by
FAX of invoice information on date of shipment.


(B) All prices are F.O.B. the factory in U.S. dollars.


(C) Shipment: Normal shipments will be made by air freight
collect. Stock order shipments and large orders may be
requested by sea freight.


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(D) All prices are subject to change without notice.


(1) All price reductions are effective immediately.


(2) Existing orders at the time of a price increase will
be shipped at the original acknowledged prices for a
period of 60 days.


(E) Quantity increases to a distributor's order received by SUN
after the order has been acknowledged, will be treated as a
new order.


(F) Quantity decreases to a distributor's order received by SUN
after the order has been acknowledged, may be subject to
cancellation charges to cover material, work in progress and a
reasonable profit, if not related to Standard Products.


6) Area of Primary Sales Responsibility -- Territory.


_________________ is assigned primary sales responsibility for the
territory described below, except as noted in Section 7 of this
agreement:


(ENTER TERRITORY)


______________ agrees to actively promote sales of SUN products and to
call on actual and potential users and customers of the products in
this area for this purpose.


7) Direct Sales. IT IS SUN'S POLICY NOT TO SELL DIRECTLY TO CUSTOMERS IN
THE DISTRIBUTORS TERRITORY except as noted below:


(A) SUN may at its discretion sell directly to companies
manufacturing hydraulic components whose US affiliates are
currently or have been members in good standing of the
National Fluid Power Association (NFPA), and who have
worldwide purchasing agreements with SUN. SUN will advise
____________ of any such agreement prior to selling into the
subject areas.


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(B) SUN may sell to customers in Distributor's territory when
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