EXHIBIT NO. 6.4
AGREEMENT FOR EXCLUSIVE DISTRIBUTION WITH
TIMBER PRODUCTS, S.A. AND TIMBER TRADERS, S.A., INC.
DATED DECEMBER 2, 1999
AGREEMENT FOR EXCLUSIVE DISTRIBUTION
THE PARTIES TO THIS AGREEMENT:
TIMBER PRODUCTS, S.A. a duly incorporated company operating under the laws of
the Dominican Republic with its principal place of business at Xxxxxxxx
Xxxxxxxxx # 000, Xxxxx 000, Xxxxx Xxxxxxx, Xxx. Rep., represented by Xxxxxx
X. Xxxxxx-Xxxxxx, (heretofore referred to as "the DISTRIBUTOR");
TIMBER TRADERS S.A. INC., a duly incorporated company operating under the
laws of Guyana, with its principal place of business at 00 Xxxxxxxx & Xxxxx
Xxxxxxx, Xxxxxxxxxx, Guyana, duly represented by Xxxx Xxxxxxx, (heretofore
referred to as "TIMBER TRADERS"); and
TIMBER RESOURCES INTERNATIONAL, a duly incorporated company operating under
the laws of the State of Delaware, with its principal place of business at
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX, 00000, duly represented by
Xxxx Xxxxx, (heretofore referred to as "the SUPPLIER");
DEFINITIONS. When used in this Agreement, except as noted herein, the
following terms shall have the respective meanings stipulated below:
(a) "Products" means all xxxxx and xxxx products, finished or not, originated
by the SUPPLIER or any affiliated or subsidiary company, as well as any other
the Parties may add to this Agreement.
(b) "Territory" means the Dominican Republic, Puerto Rico, Haiti, Guatemala,
Honduras, El Salvador, Costa Rica and Panama, as well as any other country
the Parties may agree to add. Whenever conditions allow unencumbered sales to
Cuba, said country will be included in the Territory.
WHEREAS the Supplier has an agreement with Timber Traders for the latter to
act as Master Distributor for the supplier's product line in the Caribbean
Region including the Territory.
WHEREAS Timber Traders has agreed to relinquish the exclusive distribution
rights in the Territory to the DISTRIBUTOR in exchange for 10% of the
DISTRIBUTOR'S stock.
THEREFORE, it is agreed and convened by the Parties as follows:
FIRST. During the term of this Agreement the SUPPLIER appoints the
DISTRIBUTOR as Exclusive Distributor for the Products within the Territory,
according to the terms and conditions stipulated in this Agreement; the
DISTRIBUTOR accepts the appointment and agrees to exclusively sell and
promote the sale of the Products.
SECOND. The Parties agree in setting a minimum sales goal for annual sales of
the Products, which will be set by mutual agreement on or before December
15th of each year to apply during the next year.
THIRD. All purchases made by the DISTRIBUTOR shall be made at the current
prices established by the SUPPLIER and could be dispatched from any of the
production facilities the SUPPLIER may have in the United States or
elsewhere. Each order will become effective only when the Supplier confirms
it.
FOURTH. The DISTRIBUTOR hereby agrees to make payment for every order in
United States Dollars, by check or wire transfers to a bank that will be
designated by the SUPPLIER, or by bank Letter of Credit in terms and
conditions acceptable to the SUPPLIER.
FIFTH. The DISTRIBUTOR shall be responsible for the development and
implementation of whatever activities are deemed necessary to enhance the
recognition of the name brands for the Products and to increase the level of
sales. The SUPPLIER agrees to provide the DISTRIBUTOR with any required
information and materials to enable the DISTRIBUTOR to carry on the promotion
and advertising campaigns.
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SIXTH. The DISTRIBUTOR shall present the SUPPLIER with periodic reports as
follows:
(a) Quarterly sales projections with expected sales for the following quarter
detailed by product.
(b) Quarterly reports with realized sales for the previous quarter detailed
by product.
(c) Monthly reports as to market conditions; such as wholesale and retail
prices prevailing in the different markets in which the DISTRIBUTOR operates.
These reports should include, to the extent that it is possible, information
about the competition's prices and market share.
SEVENTH. All Parties to this Agreement convene that in cases of disagreement
or dispute regarding any of the stipulations of this Agreement or the
business transactions covered under this Agreement, the Parties will do their
best to resolve it amicably and by mutual cooperation. For any case not
resolved in this manner the Parties agree to resolve it through mediation.
EIGHTH. The Parties agree that this Agreement will become effective on the
date it is signed by the last Party signing the Agreement and that it shall
remain in force until the Parties mutually agree to terminate it.
PARAGRAPH. The Parties explicitly agree that every two years the Parties to
the Agreement will review this Agreement as to its terms and conditions and
the performance by each Party.
BY VIRTUE OF WHICH, the Parties hereto have executed this Agreement in three
(3) originals, one for each Party, on the dates stated.
TIMBER PRODUCTS, S.A.
/s/ Xxxxxx X. Xxxxxx-Xxxxxx Date: 12/2/99
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Xxxxxx X. Xxxxxx-Xxxxxx
TIMBER RESOURCES INTERNATIONAL, INC.
/s/ Xxxx Xxxxx Date: 12/2/99
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Xxxx Xxxxx
Agreed to by:
TIMBER TRADERS, S.A., INC.
/s/ Xxxxx Rajlumar Date: 12/2/99
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Xxxxx Rajlumar
Vice President
