AMENDMENT NO. 1
TO THE SERVICE CONTRACT
DATED MAY 5, 1998
BETWEEN
The INTER PARFUMS company, a corporation with a capital of
68,539,000 francs, with registered offices at 0 Xxxx Xxxxx xxx
Xxxxxx-Xxxxxx - 00000 Xxxxx, registered in the Corporate and
Trade Register of Paris under number 350 219 382,
Represented by Xx. Xxxxxxxx Xxxxxxx,
Hereinafter referred to as INTER PARFUMS,
AND
The SAGATRANS company, a corporation with an Executive Committee
and Supervisory Board with a capital of 23,880,825 euros, with
registered offices at 00-00 xxxx xx Xxxx Xxxxxx - 00000 Puteaux,
registered in the Corporate and Trade Register of Nanterre under
number 712 025 691,
Represented by Xx. Xxxxxx Xxxxxxx, President of the Executive
Committee,
Hereinafter referred to as SAGATRANS.
THE FOLLOWING HAS PREVIOUSLY BEEN STATED:
INTER PARFUMS and SAGATRANS signed a service contract on May 5,
1998 pertaining to the organization and execution of operations
for receiving, inventorying and preparing orders for cosmetic
and perfume products marketed by INTER PARFUMS in an 8000 m2
warehouse leased by SAGATRANS at the Rouen Xxxxx de Seine
Logistique site and dedicated to the activity of INTER PARFUMS.
This warehouse was put into operation on August 1, 1999.
The growth in business activity of the INTER PARFUMS company
requires SAGATRANS to bring in additional suitable real estate,
physical facilities and human resources.
INTER PARFUMS and SAGATRANS met to set forth the changes to be
made to the contract dated May 5, 1998.
The present amendment therefore aims to define the changes that
are inherent to the extension of the logistics platform.
THAT STATED, THE PARTIES HAVE AGREED AS FOLLOWS:
Article 1 - Extension of the current warehouse
In order to meet the needs of INTER PARFUMS, SAGATRANS agrees to
lease a building from the non-trading real estate investment
company SOGARIS - PORT DE ROUEN VALLEE DE SEINE, or from any
entity that may take its place, which is to be used as a
warehouse and which has an area of approximately 3000 m2 built as
an extension to the building currently being used.
In the current status of the construction project and unless
prefectural authorization relating to the environmental
protection statutes governing classified facilities is not
issued and/or unless a construction permit cannot be obtained,
specific requirements of the DRIRE regarding the application of
the environmental protection regulations pertaining to
classified facilities, third party recourse on the permit, cases
of force majeure and/or delays in the completion of said work by
the non-trading real estate investment company SOGARIS - PORT DE
ROUEN VALLEE DE SEINE, the latter must make the warehouse
available to SAGATRANS in the course of the first six months of
2002.
The effective putting into operation of this warehouse must take
place no later than in the month which follows its availability.
SAGATRANS shall regularly inform INTER PARFUMS of the progress
of the phase of acquiring construction permits and of the work
carried out by the non-trading real estate investment company
SOGARIS - PORT DE ROUEN VALLEE DE SEINE.
While waiting for this extension to be put into operation and to
customize the resources and equipment necessary for the increase
in INTER PARFUMS's activities, SAGATRANS has leased, in the
framework of a precarious occupancy agreement, an area of
approximately 2000 m2 in a warehouse located on the RVSL site
which it has specifically fitted out for the storage of INTER
PARFUMS products.
Article 2 - Remuneration
2.1 SAGATRANS's remuneration shall be revised retroactively to
January 1, 2001 and shall be set according to the following
terms:
2.1.1 Export Performance
Export turnover Remuneration
Exclusive of tax Exclusive of tax
-------------------------------- ------------------------
Up to 76,000,000 euros inclusive 2.25% of the export turnover
exclusive of tax
More than 76,000,000 euros 2.00% of the export turnover
exclusive of tax
2.1.2 France Performance
Remuneration Exclusive of tax
------------------------------
3.25% of the France turnover exclusive of tax
Invoices shall be paid by bank transfer 60 days from the
25th of the month.
2.2 INTER PARFUMS shall pay SAGATRANS a minimum remuneration
fixed at the sum of ONE MILLION FOUR HUNDRED AND FORTY
THOUSAND euros (1,440,000 Euros) exclusive of tax, payable
monthly for an amount of ONE HUNDRED AND TWENTY THOUSAND
euros (120,000 Euros) exclusive of tax. This total minimum
remuneration corresponds to a minimum monthly remuneration
of Export performance of ONE HUNDRED AND TEN THOUSAND euros
(110,000 Euros) exclusive of tax and a minimum monthly
remuneration of France performance of TEN THOUSAND euros
(10,000 Euros) exclusive of tax.
This remuneration shall be revised every six months
according to turnover achieved by INTER PARFUMS and
certified by its Auditors of Corporate Accounts, from the
SAGATRANS warehouse. INTER PARFUMS shall pay SAGATRANS the
greater of the following two amounts:
- the amount mentioned in article 2.1
- the lump sum mentioned in article 2.2
for the six-month period in question.
2.3 The remuneration referred to in article 2.1 includes all
services performed by SAGATRANS in accordance with the
terms of the contract dated May 5, 1998 with the exception
of:
- additional services referred to in article 8 of the
contract dated May 5, 1998;
- the provision of palettes, cartons, labels and other
materials that are necessary to prepare the orders;
- any leases of containers;
- costs for express transport or any other method of
rapid routing of covers or small packages.
2.4 Keeping inventory of INTER PARFUMS products in the various
warehouses operated by SAGATRANS shall no longer, as of
July 1, 2001, give rise to any storage charges whatsoever.
SAGATRANS shall no longer xxxx for costs of transfers
between the various warehouses currently operated by
SAGATRANS, with the exception of special cases and with the
consent of INTER PARFUMS.
2.5 Any delay in payment shall result in late penalties at the
legal interest rate x 1.5 prorata temporis for the days
past due, the proof whereof shall be the date of the
postage xxxx.
Article 3 - Plan to establish a new warehouse at the R.V.S.L.
site
In order to meet the growth forecast by INTER PARFUMS over the
course of the coming years, SAGATRANS, together with the self-
sustaining port of Rouen and SOGARIS, undertakes to study the
plan to introduce a new warehouse on the R.V.S.L. site with an
area of approximately 6000 m2 in the course of the year 2003.
Concomitantly to the signature of the lease agreement that will
be entered into by SAGATRANS, the parties have agreed to sign a
new amendment to the contract dated May 5, 1998 in order to set
forth in particular:
- the conditions for the introduction of a new
warehouse;
- an extension of three years to the contract, thereby
moving its expiration date from August 1, 2005 to July
31, 2008;
- SAGATRANS's remuneration
- for export performance, an increase in the
remuneration level to 2.25% up to ONE HUNDRED AND FIVE
MILLION euros (105,000,000 Euros);
- for France performance, a remuneration of 3.00% of
the France turnover exclusive of tax;
- the increase in minimum annual remuneration referred
to in article 2.2 from ONE MILLION FOUR HUNDRED AND
FORTY THOUSAND euros (1,440,000 Euros) to ONE MILLION SIX
HUNDRED AND FIFTY THOUSAND euros (1,650,000 Euros).
It is agreed that SAGATRANS, which INTER PARFUMS hereby
expressly accepts, cannot be held responsible for conditions of
the issuance of construction permits - and notably the technical
demands and requirements of the DRIRE and/or of any other
administration involved which would make the cost of
construction and consequently the cost of leasing the platform
unacceptable for SAGATRANS; that consequently the decision that
SAGATRANS will therefore have to make shall not entail any
consequence in terms of liability in the framework of the
contractual relationship that exists between INTER PARFUMS and
SAGATRANS, the contract dated May 5, 1998 shall continue
according to the terms initially provided for and to those
amended by a contract amendment.
All contractual provisions set forth in Part II of the contract
dated May 5, 1998, with the exception of those set forth in
article 13, shall remain in force and shall continue to govern
the dealings between the parties to be maintained in full
effect.
Drawn up in Puteaux
On November 21, 2001
In duplicate
For INTER PARFUMS For SAGATRANS
Xxxxxxxx Xxxxxxx Xxxxxx Xxxxxxx
[signature] [signature]
773412_1.DOC
