| Parties |
The principal, EMBALLAGE FRANCE
S.A., a French company (Paris commercial registry No. 123 456
789) (“EMBALLAGE FRANCE”) and
The
distributor, AMERICAN PACKAGING, INC., a Delaware corporation
(“AMERICAN PACKAGING”)
|
| Exclusive
Distribution |
AMERICAN
PACKAGING shall be the exclusive distributor of EMBALLAGE FRANCE in the “Territory” (as defined below) and
AMERICAN
PACKAGING shall not distribute other aluminum
containers in the Territory without EMBALLAGE FRANCE’s prior
written consent.
|
| Products |
High-end
aluminum containers for essential oils (the
“Products”)
|
| Territory |
Continental
United States (the “Territory”) |
| Prices |
60%
EMBALLAGE FRANCE's export list prices, ex factory |
| Transfer of title and risks of
title |
EX WORKS (France) |
|
Minimum
purchase to maintain exclusive distributor status.
|
Year
1: $ 100 k. Thereafter,
annual compounded increases of 10%.
If
not maintained, EMBALLAGE FRANCE may terminate relationship subject to 90 days written notice |
| Termination
by AMERICAN PACKAGING |
Any
time, subject to 6 months written notice |
| Year
1 to commence |
January
1, 1997 |
| Term |
Unless
otherwise terminated in accordance with the terms of this
Agreement, this term of this Agreement shall be 10
years.
There
shall be no right or duty to renew the this agreement at its
term and EMBALLAGE FRANCE shall have no duty to pay AMERICAN PACKAGING
an indemnity if, for any reason, EMBALLAGE FRANCE decides not to renew the relationship. |
| Interest
on credit facility |
0%
on first 3 months from ex factory shipment date, subject to
such credit limits as EMBALLAGE FRANCE shall set from time to
time in the exercise of EMBALLAGE FRANCE’s business
judgment.
10%
per annum, compounded annually, on shipments not paid
thereafter, or the maximum permitted by applicable law,
whichever is less.
|
| Limited
Warranty |
[Standard
UCC provision:
THE
WARRANTIES GIVEN IN THIS SECTION ARE IN LIEU OF ALL OTHER
WARRANTIES WHETHER WRITTEN, ORAL, EXPRESSED OR IMPLIED,
INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.) + exclusion for special damages] |
| Product
Liability Insurance |
AMERICAN
PACKAGING shall maintain at least $ 1 million product
liability insurance with a reputable licensed insurance
carrier substantially in the form of its present policy a
copy of which is attached as Appendix A.
EMBALLAGE
FRANCE shall be named as additional assured under AMERICAN PACKAGING
product liability insurance policy and benefit
from waiver of subrogation. If requested, AMERICAN PACKAGING will provide
EMBALLAGE FRANCE with proof of its compliance
with these insurance undertakings.
|
| Relationship |
AMERICAN
PACKAGING an independent contractor |
| [Other standard provisions] |
[Omitted from this abbreviated version] |
| Trademarks |
[Omitted from this abbreviated version] |
| Assignment
of AMERICAN PACKAGING Rights
|
AMERICAN
PACKAGING may not assign its right hereunder to any person or
entity which is not controlled by AMERICAN PACKAGING President, Mr. George Smith, whether such assignment is done
by operation of law or otherwise, provide, however, that
transfers of shares of AMERICAN PACKAGING owned by Mr. George
Smith may be transferred by assignment or devise to members
of his immediate family.
|
| Choice
of Law |
Delaware |
| Choice
of Dispute Resolution |
Exclusive
jurisdiction of American Arbitration Association with
arbitration in New York City.
|
