International Distributor Agreement, B.v.

AG ASSOCIATES Exhibit 10.32 - --------------------------------------------------------------------------------


INTERNATIONAL DISTRIBUTOR AGREEMENT


THIS AGREEMENT: made and entered into this 16th day of October, 1998, by and between:


AG Associates, Inc. having its principal office at 4425 Fortran Drive, San Jose, California, 95134, hereinafter referred to as "Company" and Metron Technology, B.V., registered under the laws of The Netherlands, principal office at Kabelstraat 19, NL-1322 AD Almere, Netherlands, hereinafter referred to as "Distributor", agrees as follows:


1) APPOINTMENT AND ACCEPTANCE - Company hereby appoints the Distributor as its
authorized Distributor to sell and service the products (enumerated in
"Section 3" hereof in the Territory (defined in "Section 2" hereof), and
Distributor accepts the appointment and agrees to sell, promote and extend
the sales and handle the maintenance and servicing of the Company's
Products subject to the terms and conditions of this Agreement.


2) TERRITORY - Distributor's Territory shall be limited to the Territory
referenced in Exhibit A, SALES TERRITORY REPRESENTED.


Company shall have the right, in its sole discretion, to modify Territory
assignments upon one hundred eighty (180) days prior notice to Distributor.


The Company retains the right to designate Exhibit G "HOUSE ACCOUNTS" which
either shall not be eligible for Distributor sales activity and standard
commissions, or eligible for modified compensation at the discretion of the
Company.


3) PRODUCTS.- The Products of Company to be sold by the Distributor shall
include only systems and accessories and replacement parts, as listed in
Exhibit B, PRODUCTS REPRESENTED (the "Products").


4) PRICE AND TERMS OF PAYMENT


a) The price paid by Distributor for goods purchased from the Company for
resale shall be in accordance with Exhibit C, DISCOUNT SCHEDULE,
herewith attached and made a part hereof and the price for such goods
as set forth in the Company's Domestic Price List.


b) All Product prices are based on United States (U.S.) Price List in the
current Company Sales Handbook. The U. S. Price List may be changed
upon sixty (60) days prior notice to Distributor.


c) F.0.B. shall be San Jose, California.


d) Terms of payment are Net Forty-Five (45) Days from shipment. Payment
shall be made in U.S. dollars.


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5) COMPUTATION OF DISCOUNT


a) "Order" shall mean a written commitment to purchase Company's Products
placed by customer in Distributor's Territory.


b) In the event that a Product to be purchased by a customer outside of
the Territory for installation in the Territory, or by a customer in
the Territory for installation outside the Territory, Representative
shall notify the Company. Such a purchase shall be deemed a split
sale. The Company shall determine the compensation to be received by
the Representatives with respect to any split sale, based on where the
purchase contract is to be signed, the degree of involvement of the
respective Representatives before and after the sale.


The split of total compensation paid to all Representatives (assuming
that the discount on list price given to a Representative acting as a
distributor on goods purchased shall be considered "compensation" paid
to such Representative) shall be determined in the following manner:


i) one third of the compensation shall be paid to the Representative
in whose territory the technology developed and the equipment
selection originates;


ii) one third of the compensation shall be paid to the Representative
into whose territory the purchasing and negotiations are
conducted;


iii) one third of the compensation shall be paid to the Representative
in whose territory the Product(s) are shipped/installed.


Final determination of the split will be made by the Vice President of
Sales of the Company.


6) ACCEPTANCE OF ORDERS - All orders are subject to acceptance or rejection by
an authorized Company officer at its home office and to the approval of
Company's credit department. Distributor shall be responsible for all
credit risks and collections. Distributor shall assist in collections.


Distributor shall place purchase orders to Company in writing, specifying
quantities, model or part number, pricing and any other pertinent
information for each item ordered. Process and/or mechanical specifications
to be met by Company Products must be included, when applicable and must
have approval of an authorized Company officer prior to acceptance of
order. Verbal orders will not be accepted.


7) CANCELLATIONS - Cancellation of order is subject to cancellation penalty
referred in Terms and Conditions of that order. See Exhibit F, TERMS AND
CONDITIONS.


8) U.S. EXPORT CONTROL - Company Products are controlled by the United States
(U.S.) Department of Commerce (DOC), U.S. Export Administration Act. Items
shipped to Distributor for use by Distributor or customers in the Territory
shall not be diverted by Distributor to other customers in or outside the
Territory in a manner contrary to U.S. Export Regulations. Distributor
shall notify Company promptly if Distributor becomes aware of any such
diversion by any of its customers.


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9) DISTRIBUTOR'S OBLIGATIONS


a) Distributor shall maintain a place of business in the Territory, which
shall include a service department and use its best efforts and devote
such time as may be reasonably necessary to service, sell, and promote
the sale of Company Products within the Territory.


b) Distributor will conduct all of its business in its own name.
Distributor will pay all expenses whatever of its office and
activities and be responsible for the acts and expenses of its
employees.


c) Distributor shall maintain sufficient staff to serve the demands and
needs of selling company products, process support, and servicing of
Company Products. Distributor's staff shall be conversant with the
technical language conventional to Company Products and similar
equipment in general, and shall develop sufficient knowledge of the
semiconductor manufacturing and research market, of Company Products
and of products competitive with Company Products (including
specifications, features and benefits) so as to be able to explain in
detail to customers the differences between Company and competitive
products.


d) Distributor shall maintain at its own expense an efficient
installation and maintenance service capability, and a sufficient
replacement part inventory to support Company Products installed in
the Territory. Distributor shall install and warrant all Company
Products sold by Distributor in the Territory. Such installation and
warranty work shall be performed free of charge to customers. In the
case where customer requests installation of Company Product by a
Company field service engineer in lieu of Distributor, Distributor
must request in writing that original Quotation of Company Products to
customer be increased by an amount appropriate to cover such
installation and operator's start-up training, or absorb cost of trip,
including expenses. AG factory personnel will support the first
installation of any new system type or major upgrade into the region.


e) Distributor shall purchase from Company and keep in its possession
Company Products shown in Exhibit D, DEMONSTRATION EQUIPMENT, attached
hereto, for customer demonstration use. Company agrees to grant
Distributor a discount on purchase of Demonstration Equipment.
Distributor shall not resell or lease Demonstration Equipment within
twelve (12) months of its delivery without a written agreement of
Company. Distributor shall order replacement Demonstration Equipment
from Company at time of receipt of customer's purchase order or lease
agreement on Demonstration Equipment. When sold, Demonstration
Equipment will be declared as used equipment by Distributor.


f) During the last week of the month, Distributor shall provide Company
with the following information regarding the potential sales of
Company Products in the Territory. In addition to the following
information, the Regional Manager may provide a written request of
additional requirements.


I. A monthly update of the rolling six-month forecast using Company
forms. All sales prospects including customer name, specific
product, process and applications, status, probability of
ordering Company Products and probable month of ordering. Also,
lost order reports shall be submitted monthly.


II. In February and August, a twelve-month forecast which shall
include the quantity of each Company Product to be ordered during
each of the months.


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g) Distributor shall exhibit Company Products at appropriate trade or
technical shows in the Territory, when approved by both parties and
provided that Company provides appropriate equipment and/or exhibit
materials. Shows in the forthcoming year which shall be attended by
Distributor shall be agreed upon with the Company officer during the
annual Distributor review.


h) If required by business conditions and customs of the Territory,
Distributor shall translate at Distributor's expense Company
advertising and promotional materials, as well as the operator and
service manuals of Company Products into the language(s) of the
Territory. When this Agreement is terminated, Distributor shall assign
to Company all its rights in all such translated materials, including
but not limited to, all related copyrights at no cost to Company and
Distributor shall turn over to Company all translated materials and
documentation.


i) Distributor shall assist Company in routinely updating the customers
and prospect database, including customer organization charts.


j) Distributor shall submit a annual written report in August of
competitive situation and functioning of Company Products in the
Territory. Distributor shall also advise Company promptly of any new
information concerning Company, Company Products and their sales,
including any charges, complaints or claims about Company or Company
Products.


k) Distributor shall not, without Company's prior written consent, handle
products which, in the opinion of Company are competitive with the
Products of Company being handled by the Distributor.


Distributor shall notify Company whenever taking on any additional
lines other than those now handled by the Distributor, or whenever his
relationship is terminated with any other Manufactures which it now
represents. A line card of companies represented will be provided with
the August twelve (12) month forecast.


l) Distributor's performance may be reviewed annually by Company officer
at the Distributor's place of business.


10) COMPANY'S OBLIGATIONS


a) Company shall be solely responsible for the design, development,
supply, production and performance of its Products.


b) Company shall deliver Products ordered by Distributor to the location
directed as per Distributor's purchase order. Company shall supply its
customer with replacement parts for service under warranty as defined
in Section 14.


c) Company shall support Distributor in maintaining Company Products in
the Territory within the published specifications. Company shall
provide to Distributor service materials- schematics and other
documentation which will enable Distributor to maintain Company
Products in the Territory. Company shall guarantee that, for a period
of not less than five (5) years after shipment of Company Product,
Company shall continue the delivery of spare parts to the Territory on
all orders issued by Distributor.


d) Company shall assist Representative in service situations where
Representative's best efforts in handling normally occurring problems
related to business with


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Company Products cannot be resolved. If Company assistance is required
in the Territory, Representative shall be responsible for all expenses
incurred by Company employees in traveling to and in the Territory. If
Company assistance is required on problems that are directly related
to basic system design, the Company will be responsible for all
expenses incurred. Company officer shall make the final determination
on whether a problem is normally occurring or a basic system design
problem. Company employees will visit Territory from time to time at
Company expense on business initiated by Company.


e) Company shall provide reasonable quantities of promotional literature,
such as product brochures, data sheets, application notes,
bibliography of technical articles and article reprints, at no charge
to Distributor for use in the Territory. Company shall also make
available to Distributor promotional materials, such as slide and
video tape presentations, prepared by Company for customer
presentations and training.


f) Company shall provide training for Distributor sales and service
personnel in Product features and various other aspects of Company
Products. All training shall take place at or originate from Company
offices during regularly scheduled training courses. Training shall be
made at no charge to Distributor, but Distributor shall be responsible
for travel expenses and all expenses of its employees during such
training.


g) Company shall supply Distributor with a list of sales and service
objectives and time frame for meeting the objectives.


h) Company shall supply Distributor with a protocol for communicating
with AG Associates.


11) PRICES/TERMS OF SALE - All sales to Distributor shall be at prices and upon
terms established in the current Company Sales Handbook, and it shall have
the right, in its sole discretion, from time to time, to establish, change,
alter or amend price and other terms and conditions of sale providing that
the Distributor will be informed by certified mail or facsimile at least
sixty (60) days prior to such change, alteration, or amendment in price and
other items and conditions. Payment shall be made in U.S. dollars. F.O.B.
shall be San Jose, California.


a) Company shall furnish Distributor from time to time with copies of its
price lists, as applicable.


Company domestic price lists establish prices of Company Products and
replacement parts sold to U. S. customers for installation and use in
the United States and serve as basis for calculation of all selling
prices. Company international price lists established prices of
Company Products and replacement parts sold directly to foreign
customers, or to U. S. purchasing offices of foreign customers, or to
U. S. customers for installation and use outside of the United States,
and serve for reference purposes of all foreign customers.


b) In the event of price increase, Company agrees to notify Distributor
at least sixty (60) days in advance of the effective date of such
price increase. Such price increase will not apply to firm orders
placed by Distributor prior to the effective date of such treated as
price increases, above, and shall be effective as of the date of
notification


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