epl fillon proposal v2.0

7/28/2019 EPL Fillon Proposal v2.0

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Technical sales agreement:

Cooperation for exclusivedevelopment of the aerosol

business in Asia.

Author : Pieter van den Enden

Creation date : December, 1 2006

Last change : December, 28 2006

Reference : EPL-FILLON_001

Version : 1.0

EUROSOL PACIFIC, LTD. C/OUNIT 102-103 MARIJOY BLDG. 221 N, BACALSO AVE. | CEBU CITY 6000 | PHILIPPINES |

T +63 (0) 32 262 5652 | F +63 (0) 32 262 8073 | E [email protected] |W www.eurosolpacific.com


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Document administration

Change history

Date Author Version Changes

12-01-06 Jeroen Pasman 1.0 Creation of document

12-10-06 Pieter van denEnden

1.1 Updated version

12-15-06 Jeroen Pasman 2.0 Revised version

Distribution

Version Name Location

1.0 Jeroen Pasman Davao City, Philippines

Pieter van den Enden Cebu City, Philippines

1.1 Jeroen Pasman Davao, Philippines

2.0 Pieter van den Enden Cebu, Philippines

Reviewers

Name Function

1. Pieter van den Enden Managing Partner Eurosol

Pacific

2. Paul Smits Partner Eurosol Pacific/Managing Partner NEH

Philippines

Technical Sales Agreement Eurosol Pacific Fillon Technologies 2.


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Annex A. Products............................................................................................... ...17

Annex B. Sales forecast..................................................................................... .....18



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1. Introduction

1.1 Background

Based on a discussion between David Tan (Fillon Technologies) and Pieter

van den Enden (Eurosol Pacific) on the 27 and 28 of September 2006 a

terms of reference was made by Fillon Technologies to work together with

Eurosol Pacific to develop the aerosol business in Asia.

1.2 Outline

Fillon Technology Group is a global leader and specialist in the design andmanufacture of paint equipment for the automotive bodyshop market. Sincelaunching its first subsidiary in 1985 in the United States, Fillon Technologies embarked onsuccessfully expanding markets throughout all of Europe, the America's, Asia, andAustralia. Today, the company is able to respond to the Automotive Refinish mixing needsof Clients throughout the world.

Since 1994, the Fillon Technology Group has been present in Asia and

developed the automotive bodyshop market very successful. For further

expansion of Fillon products in Asian markets, the company recognizes

that the automotive bodyshop market covers only a small part of the overall

aerosol business potential in Asia.

Eurosol Pacific was requested by Fillon Technologies to spearhead the

business development of the industrial aerosol industry in Asia, including

all necessary technical support for solvent formulation and training to start

up customers.

Locate and connect with strategically positioned aerosol suppliers,

whom Fillon Technologies can control and who are willing to work

according to its requirements and expectations.

Systematically identify and develop the industrial aerosol business,

creating a spin-off in (1) continuous refillable aerosols sales, and(2) sales of other Fillon products.

FillSpray 40.1 will be the basic equipment when introducing the product

concept in Asian markets, but Fill-One and the possibility to sell the non-

cleaning concept in the near future will be kept in view. Future profits will

be sourced from the sales of (1) refillable aerosols, (2) Fillon products as

defined in Appendix A, and (3) related Fillon products.



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2. Eurosol Pacific, Ltd.

2.1 Profile

Knowing that the Asia-Pacific market is currently less developed

regarding new technologies in aerosol cans, Eurosol Pacific, Ltd. is the

trading company that brings together innovation and technology in the

Asia-Pacific aerosol industry. Strategically headquartered in Cebu City

(Philippines), Eurosol Pacific, Ltd. markets its products and services

throughout the Asia-Pacific region.

Our team is constantly seeking possibilities to improve the Asia-Pacificaerosol industry. Our technical expertise and experience in the aerosol

spray paint market will provide a guiding perspective in delivering

customized products and rendering services to our valued business

partners and end-users. Sustaining financial growth with top quality

products, personalized service and keeping the lead in innovation and

marketing strategy are what we pledge for our Clients and business

partners.

Our mission statement is as follows:

Maximizing the profits of our Clients by bringing new innovations andnew technology devices in aerosol cans to the Asia-Pacific market, being

known as a flexible and trustworthy business partner from the first

impression and way beyond!

2.2 Professionals

Eurosol Pacific is built around a team consisting of professionals

combining the technical expertise, and the understanding of the way

business is conducted throughout Asia, which are needed to successfullydevelop the industrial aerosol industry in Asian markets. Our team,

rendering services to Fillon Technologies, consists of:

Pieter van den Enden (Managing Partner)

Pieter van den Enden, a Dutch national and currently managing partner

of Eurosol Pacific, Ltd. has been pioneering in the aerosol spray paint

market since 1998. As former General Manager of Bakker Steenbergen

BV, a company importing and exporting aerosol products throughout

Europe. The last seven years, Pieter, developed together with Do It

Marketing the Philippine customized aerosol spray paint market. Mr.

Van den Enden has outstanding skills in sales and marketing.



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Paul Smits (Partner)

A Dutch entrepreneur who is actively involved in various businesses

worldwide through his investing company Globe Pacific Trading

Corporation. Paul Smits has an outstanding track record in conducting

international business and has directed various studies and projects in

businesses worldwide. He was responsible for successfully developingexport strategies to various markets in the Middle East and the Asia-

Pacific region. Through his network and knowledge of the conducting

business throughout Asia, Paul advises Eurosol Pacific in its strategic

direction.

Laverenti Gil (Partner)

With 12 years of valued experience, Laverenti Gil is an expert in the field

of the aerosol spray paint business. He started his passion for aerosols as

a regional manager for Nippon Paint Phils. from 1993 to 1998. After this

period he took the position of T.U. Marketing Director of Paint Mktg.

before he founded Do it Marketing Co. Philippines, which was the firstcompany to cater refillable aerosol products to the Philippine market in

partnership with Pieter van den Enden.

Willem Klinkenberg (Technical Sales Consultant)

Working with paints and aerosol technologies since 1967, Willem

Klinkenberg is the most experienced professional and currently he is

working as technical sales consultant for Eurosol Pacific. With his

outstanding skills in chemistry, color matching, production and R&D,

Willem is an absolute expert in paints. From the level of assistant to

several management positions, he worked himself up the ranks at Akzo

Nobel Coatings until 1995. After this period, he became Technical

Director of De Beer Lakfabrieken, Car Refinishing, where he was

responsible for Research & Development of new Solvent based,

Waterborne and High Solid Product lines.

Aileen Chavez (Office Manager)

Working for Paint Mktg. Co. the marketing arm of Nippon Paint Phils.,

gave her an edge in terms of skills in marketing and sales and knowledge

of the aerosol and paint industry. Through her period at Nippon, she

conducted dealings with other Asian regional branches and exchanged

knowledge on product innovation and market trends. Her 10 yearsexposure in the field of sales and marketing gives her the drive to share

her expertise. She now closely works with Do it Marketing to develop the

industrial aerosol business in the Philippines.

Jeroen Pasman (Business Development Officer)

Jeroen Pasman holds a Bsc. in Commerce from the Arnhem Business

School, where he majored in International Management. He studied

minor courses in International Business Culture & Communication at the

University in Ume, Sweden. During his internship at Akzo Nobel,

Jeroen became interested in the chemical industry in 2003, and

continued working in this sector after graduation with Eurosol Pacific.Jeroen is looking for responsibilities that are challenging and will further

improve his professional development.



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2.3 Why Eurosol Pacific?

For three key reasons we believe that Eurosol Pacific is well positioned

to work with Fillon Technologies to develop the industrial aerosol

industry in Asia:

1. Eurosol Pacific is built around a team of professionals that combine

the expertise of conducting business throughout Asia, and the

technical expertise of chemistry, color matching, paint & solvent

formulation, and production within an industrial aerosol business

context.

Dedicated to bring new innovations and new aerosol

technologies to the Asia-Pacific market.

Combining business and technical expertise within anindustrial aerosol business context.

Pioneering in the Asia-Pacific region since 1990.

Research & training facility and test market available in the

Philippines.

2. Eurosol Pacific has experience in training local Filipino partners in

the knowledge which is necessary to implement the concept of

refillable aerosol spray paint, and conduct successful business

development activities accordingly.

3. Eurosol Pacific is passionate about an independent R&D drivencompany like Fillon Technologies. We strongly believe that through

working with Fillon Technologies we are able to excel and boost the

development of the industrial aerosol industry in Asia. Fillon

Technologies with its focus on R&D and innovation is a dream

partner for us, for whom we will go the extra mile.



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3. Technical sales agreement

This TECHNICAL SALES AGREEMENT ( Agreement ) is entered

into by and between FILLON TECHNOLOGIES SA, a French company

( FTS ) and EUROSOL PACIFIC, LTD a BVI corporation c/o CebuCity, Philippines ( EPL ) as of February 1, 2006 and substitutes the

agreement between Fillon Technologies SA and Eurosol Pacific, Ltd. of

February 1, 2006.

Whereas, FTS is engaged in the manufacture and distribution of the

products listed in Appendix A hereto and related products ( Products )

and

Whereas, EPL has the in-depth knowledge, experience, personnel and

facilities required to provide FTS with the services listed and described in

3.1 Services hereto related to business development activities of theProducts throughout Asia ( Services ).

Now, therefore, FTS and EPL hereby agree as follows:

3.1 Services

FTS engages EPL as an independent contractor to perform business

development activities of the Products throughout Asia ( Services ). EPL

shall determine the methods, detail and means of providing the Services,

shall devote the time and effort necessary to satisfactory perform theServices and shall provide the Services in an efficient, trustworthy and

businesslike manner. EPL shall not act in any manner, directly or

indirectly, which may damage FTS business, or which may adversely

affect FTS' goodwill, reputation or business relations.

EPL shall render the following Services to FTS:

Locate and connect with strategically positioned aerosol suppliers,

whom FTS can control and who are willing to work according to its

requirements and expectations.

Systematically identify and develop the industrial aerosol business.

Develop sales structures and strategies for all Markets (as defined in

3.2 Geographical scope) either direct or by identifying brokers/

distributors.

Provide the necessary technical support for solvent formulation and

training to start up customers in the Markets.

Ensure that all information relating to commercial and technicalissues is passed to FTS in a timely manner.



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Ensure coordination to allow for prompt dispatch of shipments in

line with markets arrivals.

Keep records and generate routine and special reports as requested

by FTS.

The proposed Services will be coordinated from Cebu City, the Philippines.

Pieter van den Enden, managing partner of EPL, is responsible for all

activities and communication with FTS.

3.2 Geographical scope

FTS grants EPL the exclusive permission to conduct its Services in the

following Asian markets: Malaysia, Thailand, Vietnam, India, China, Japan

and South Korea ( Markets ).

3.3 Term

Subject of the provision of Section 3.7 hereof, this Agreement shall be

effective as from February 1, 2006 and shall remain in effect until

February 1, 2008. This Agreement shall be automatically renewed for

successive two-year terms unless either party gives, at least 3 months

prior to the end of the then current term, written notice of its intent to

terminate this Agreement at the end of the then current term.

3.4 Professional service fees

a. Consulting fee(s)

FTS shall pay to EPL, a fixed consulting fee of Euro 5,000.00 (five

thousand Euros) per calendar month, as of February 1, 2007 for a period

of 12 months. From February 1, 2008 onwards the fixed fee will be Euro

2,000.00 (two thousand Euros) for a period of 12 months. In

consideration for the fixed consulting fee, EPL is obligated to perform

requested Services for such monthly period. In respect of the fixed fee,

EPL shall submit an invoice to FTS no later then the fifth ("5th") day of

the calendar month following the calendar month in which the Servicesare rendered, and against such invoice FTS shall make payment by wire

transfer to the bank account designated by EPL (the "Bank Account") no

later than the tenth (10th) day of the same month. FTS shall be fully

responsible for all fees directly related to such wire transfer. EPL shall be

fully responsible for any and all other fees and taxes (including, without

limitation, value-added taxes and income taxes) that may arise in

connection with the service fees.

b. Commission

()



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3.5 Operational expenses

The agreement/ professional service fees (paragraph 3.4) is assumed

excluding all related operational expenses for travel, lodging and other

related cost as required to render the Services. Additional expenses canonly be made after approval of FTS.

In respect of the operational expenses, EPL shall submit a monthly

operating budget to FTS no later then the tenth ("10th") day of the

calendar month before the calendar month in which the operating

expenses arise, and against such budget, when approved by FTS, FTS

shall make payment by wire transfer to the bank account designated by

EPL ("Bank Account") no later than the twentieth (20th) day of the

same month. FTS shall be fully responsible for all fees directly related to

such wire transfer. EPL shall be fully responsible for any and all other

fees and taxes (including, without limitation, value-added taxes andincome taxes) that may arise in connection with its operating budget.

3.6 Relationship between partners

EPL's relationship to FTS shall be that of an independent contractor.

EPL's employees and other agents shall not be considered to be

employees or agents of FTS. EPL will identify its relationships with FTS

as that of an independent contractor, and EPL's authority shall be limited

to contracting and negotiating on behalf of FTS with third parties in

writing or electronic mail for the Services to be performed by EPL underthis Agreement.

3.7 Termination

FTS shall have the right to terminate this Agreement immediately by

written notice in the event EPL: (a) breaches or threatens to breach any of

the restrictive covenants set forth in Section 7 of this Agreement or any

other material obligation Set forth herein; (b) engages in conduct which is

detrimental to FTS reputation, goodwill or business operations; (c) fails

to perform the Services in accordance with this Agreement; (d) fails tocomply with FTS policies, standards or regulations; (e) engages in

fraudulent or dishonest conduct.

EPL shall have the right to terminate this Agreement immediately by

written notice in the event FTS: (a) breaches or threatens to breach any

payment or othermaterial obligation set forth herein; (b) engages in

conduct which is detrimental to EPL's reputation, goodwill or business

operations; (c))engages in fraudulent or dishonest conduct.



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3.8 Covenants of nondisclosure and non-competition

a. Nondisclosure

EPL shall take all reasonable steps to ensure that EPL, as well as all

partners, directors, officers, employees, consultants and agents of EPL(collectively, "its agents), treat in a strictly confidential manner all

information, including but not limited to the process, developments,

strategies, plans and any other confidential aspect of FTS business (or of

the business of any FTS supplier or customer), obtained by EPL in the

course of performing Services hereunder. EPL and its agents shall not use

or develop, disclose, publish, furnish or otherwise make accessible to

anyone outside of FTS any such confidential information without the

prior written consent of FTS. Any and all reports, studies, data,

recommendations, or any other documents produced by EPL or its agents

in connection with its rendering of Services hereunder, shall be the

exclusive property of FTS and shall not be disclosed by EPL to any thirdparty without FTS prior written consent, except as required by law or

court order. Upon termination or expiration of this Agreement, all of

FTS records concerning its business and its customers shall remain the

property and in the possession of FTS, and EPL and its agents shall

immediately deliver to FTS any confidential records or documents that

may be in EPL's possession. The provisions of the Paragraph shall remain

in effect notwithstanding any termination or expiration of EPL's

independent contractor relationship with FTS.

b. Non-competition

During the term of this Agreement EPL and its agents shall not, directlyor indirectly: (i) hold any interest in, own, manage, operate, control, be

related to as a stockholder (other than as a stockholder of less than five

percent (5%) of a publicity held corporation), joint venture, officer,

director, partner, employee, consultant or agent; or otherwise engage or

invest or participate in, any business which competes with FTS business

or (ii) engage in anyother activity that maygive rise to any conflict of

interest with FTS. (iii) During the term of this Agreement EPL shall not,

for any reason, accept any engagement for Services from any client of

FTS who shall have contractualrelations with FTS during the efficiency

of this Agreement, provided, that FTS shall provide EPL with a list of

such clients and keep the list current; provided that clause 8(b) shall not

apply to EPL's existing clients and the products subject of existing

agreements (see Annex D hereof).

3.9 Taxes

FTS shall neither withhold nor pay anyincome tax or payroll tax of any

kind in connection with anypayments made to EPL under this

Agreement. EPL is responsible for paying, according to law, its own

taxes and tax-related liabilities.



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3.10 No authority to bind

EPL will have no authority to enter into contracts or agreements on

behalf of FTS, but may contact and negotiate with potential third party

contacts, customers and associates of FTS by writing or electronic mail,and shall submit such negotiated terms for negotiation, modification and

final approval by FTS. This Agreement does not create a partnership

between the parties; EPL maynot appoint any agents, distributors or

representatives to perform any of the Services hereunder without the

prior consent of FTS.

3.11 Severability

In case of anyone or more of the provisions of this Agreement are held to

be invalid, illegal or un-enforceable in any respect, such invalidity,illegality or unenforceability shall notaffect any other provision of this

Agreement.

3.12 Non-waiver

The failure by either party to this Agreement, at any time, to enforce or to

require strict compliance or performance by the other party of any of the

provisions of this Agreement shall not constitute a future waiver of such

provisions and shall not affect or impair in any way its rights at any time

to enforce said provisions or to avail itself of such remedies as it mayhave for any breach thereof.

3.13 Notices

All notices, requests, demands or other communications under this

Agreement shall be in writing and shall only be deemed to be duty given

if made in writing and sent by first class mall, overnight courier or telefax

to the following addresses:

If to FTS: Fillon Technologies SA28210 Faverolles

France

Fax: +33 (0) 2375 19522

Attention: Mr. Daniel Fillon

With copy to: Fillon Technologies Singapore PTE Ltd.

40 East Coast Road

09-03 Eastgate

Singapore 428766

Fax: +65 (0) 6243 1330 / +65 (0) 6348 6935

Attention: Mr. David Tan



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If to EPL: Eurosol Pacific, Ltd c/o

Unit 103, Marijoy Bldg.

221N, Bacalso Ave

6000 Cebu City

Philippines

Fax: + 63 (0) 32 262 8073Attention: Mr. Pieter v.d. Enden

3.14 Governing law

The provisions of this Agreement shall be governed by and construed and

interpreted in accordance with the laws of the French goverment.

3.15 Entire agreement

This Agreement contains the entire Agreement of the parties with respect

to EPL's relationship with FTS, and supersedes a prior oral orwritten

negotiations, discussions and agreements. This Agreement may be

changed only by written agreement signed by both parties.



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3.16 Approval

We request you to sign this proposal on all pages and to fax the signed

proposal to Eurosol Pacific on +63 (0) 32 262 8073. We will make sure

you will receive a copy of the signed agreement as soon as possible.

For any questions regarding this proposal you can contact Pieter van den

Enden via telephone number +63 (0) 915 830 4492.

We look forward to your reaction.

For approval, For approval,

Eurosol Pacific, Ltd. Fillon Technologies SA

Name: Pieter van den Enden Name: Daniel Fillon

Function: Managing Partner Function: President

Date: Date:



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Appendixes



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Annex A. Products



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Annex B. Sales forecast

Technical Sales Agreement Eurosol Pacific Fillon Technologies 18

epl fillon proposal v2.0

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