Attached files
file | filename |
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8-K - FORM 8K - Clean Energy Technologies, Inc. | cety8-k6-22-2018_8k.htm |
EX-10.99 - EXHIBIT 10.99 - Clean Energy Technologies, Inc. | amendment153note_ex10z99.htm |
EX-10.98 - EXHIBIT 10.98 - Clean Energy Technologies, Inc. | notetomgwi_ex10.98.htm |
This reciprocal Sales Agreement Agreement is entered into on the 23rd May 2018 between the Parties as defined below:
Parties
Biomass Power Ltd (BPL)
With its registered office at:
Lichfield Road,
Stafford,
ST17 4BQ
Registered in the United Kingdom with Company No. 06340386
and
Clean Energy Technologies, Inc (CETY)
With its registered office at:
2990 Redhill Avenue
Costa Mesa, California 92626
U.S.A
Registered in the United States of America as a Nevada corporation.
WHEREAS:
BPL and CETY the Parties agree to actively promote the sale of the following products: -
BPL HORC - 140,
BPL HORC - 280,
BPL HORC - 420,
BPL HORC 560,
And the
Clean Cycle TM heat recovery generator (HRG)
and may from time to time refer potential customers to the each other to place orders. It is agreed that no monies shall be exchanged for any lead or order placement between the Parties.
IT IS HEREBY AGREED AS FOLLOWS:
1.
Appointment
1.1
The Parties hereby agree to promote and solicit orders for the listed products.
1.2
No employment, partnership or joint venture relationship is formed by this agreement and at no time may each Party hold himself as being affiliated with or to the other Party, except as an independent agent.
Page 1 of 4
1.3
Each Party shall not enter into any agreements on behalf of each other, shall make no warranty either expressed or implied on behalf of each other and shall not incur any expenses on behalf of each other.
1.4
This Agreement does not grant exclusive rights to the Parties to act as agents on behalf of the other Party and each Party shall have no rights under any other agreements entered into by Parties with other agents.
1.5
Each Party will make all reasonable efforts to progress referred business to contractual completion, however acceptance of any order is at the discretion of the responsible Party and its directors, and it is understood by each Party that each Party does not warrant or represent that it will enter into any contract with prospective customers referred by the other Party.
2.
Promotion
2.1
Each Party shall actively promote the sale of the listed products.
2.2
Placement of advertisements and referral methods for The Products is at the sole discretion of each Party. However, each Party shall not make promises or issue any warranty either expressed or implied pertaining to the products and services offered by the other Party unless authorised in writing by the other Party to do so.
2.3
Each Party shall not be liable for any of the other Parties office, operating or other expenses except by separate agreement.
2.4
Each Party must notify the other Party of all potential sales as soon as that opportunity is quantified. Agreement to proceed with a bid/price or sale must be agreed before an offer is made by either Party.
3.
Commission Payments
3.1
No commission fees are applicable on all sales.
4.
Term and Termination
4.1
This Agreement commences on the date of signature and remains in place for a period of 3 years, at which point both Parties obligations under this Agreement will expire unless the Agreement is renewed.
4.2
Either Party may terminate this agreement at any time by giving the other Party ten (10) working days prior written notice.
4.3
If either Party considers the other to be in default of any term within this agreement they must notify the Party of their concern. The alleged defaulting Party will have 30 days to rectify or come to an agreement with the other Party, if no such resolution is reached this Agreement will be deemed to be terminated.
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5.
Confidential Information
5.1
The Parties acknowledge and agree that all confidential information received by it from, or in relation to, the products or services and prospective or existing customers shall be kept confidential.
5.2
The Parties warrant that they will be bound by the conditions of agreed Confidentiality and Non-disclosure agreements, which must be signed by the Parties before this Agreement will take effect.
6.
Assignment
5.3
Neither Party may assign the benefit (including any present, future or contingent interest or right to any sums or damages payable under or in connection with this Agreement) or delegate the burden of this Agreement without the prior written consent of a director of the other Party.
7.
Miscellaneous
7.1
This Agreement constitutes the whole Agreement and shall not be modified except by a subsequent document signed by a director of each Party.
7.2
If any provision of this Agreement shall be held by a court to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.
7.3
Any notice, claim or demand in connection with this Agreement shall be given in writing to the relevant Party at the address stated in this Agreement, by registered first class post and shall be deemed received 96 hours after posting. An electronic copy will be sent the same day as posting.
7.4
The Parties warrant that they do not have any interest directly or indirectly, or act as a representative, either as principal, agent or employee of any company or entity which the Parties deems to be competitive with their own products.
7.5
Each Party shall indemnify, defend and hold the other Party harmless against any and all claims of whatsoever nature arising from misrepresentation, default, misconduct, failure to perform or any other act relating to this Agreement.
7.6
Each Party shall be liable under this Agreement for the acts and/or omissions of its own shareholders, directors, employees, committed during their employment with such Party (whether or not they remain as its employees)
7.7
None of the terms of this Agreement shall be enforceable by any person who is not a Party to this Agreement.
8.
Governing Law and Jurisdiction
8.1
This Agreement will be governed by and construed in accordance with English Law.
8.2
The courts of England will have non-exclusive jurisdiction to settle any dispute which arises out of or in connection with this Agreement and the Parties hereby agree to submit to that jurisdiction.
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SIGNED BY the duly authorised representatives of the Parties on the date stated at the beginning of this Agreement.
Biomass Power Ltd
By: /s/ Matt Bullock
__________________
Matt Bullock
Commercial Director
Biomass Power Ltd
Clean Energy Technologies, Inc
By: /s/ Kambiz Mahdi
__________________
Kam Mahdi
CEO
Clean Energy Technologies, Inc
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