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MARKETING AGREEMENT
Agreement made on the 14 day of April, 1999, between Brilliant Spirit LTD., a
corporation organized and established under the laws of the Republic of Ireland,
registration number 235507, having its principal place of business at 00 Xx.
Xxxxxxxxx Xxxxxx, Xxxx xx Xxxxxx, Xxxxxxxx of Ireland herein referred to as "the
Manufacturer" and White Diamond Spirits Inc., having its principal place of
business at 0000 Xxxxxx Xxxxxx, Xxxx xx Xxx Xxxxx, Xxxxx xx Xxxxxx, XXX herein
referred to as "White Diamond".
Recitals
A. The Manufacturer is engaged in the manufacture, production and sale of
"Brilliant" label Vodka (all sizes and flavors), wines, liqueurs and
brandies and will in the future manufacture, produce and sell other lines
including (but not limited to) "Russian Diplomat" and "Brilliant Star 2000"
Vodka. (a portfolio of products both current and future is attached hereto
and incorporated herein by reference in Exhibit A).
X. Xxxxx Diamond possesses the facilities and ability to distribute and
promote the sale of the products manufactured by the Manufacturer.
X. Xxxxx Diamond desires to obtain from the Manufacturer and the Manufacturer
desires to grant to White Diamond the right to sell and promote the sale of
part or all of the Manufacturer's products, including but not limited to,
vodkas, wines, liqueurs and brandies. During the initial term of this
agreement and subject to the right and license to import, promote and sell
the Manufacturer's products as specified in (Appendix 1) it is the
intention of the parties to grant further product authorizations, including
but not limited to vodkas, wines, liqueurs and brandies. The Manufacturer
further agrees to bring to White Diamond's attention any and all new
products being developed for the Export Market.
/s/ MM
/s/ IT
53
2
X. Xxxxx Diamond is hereby granted the rights to distribute, promote and sell
the authorized Manufacturer's products as specifically described in
Appendix 2 hereinafter referred to as the "Territory".
In consideration of the mutual benefit to be derived, the parties agree as
follows:
1. Appointment.
The Manufacturer appoints White Diamond as the state primary importer with
the authority and right to appoint wholesale agents with the mutual
approval of Brilliant Spirit LTD. The Manufacturer also grants White
Diamond the right to register itself as the primary importer in the
territories and to register all label certification in the territories. We,
Brilliant Spirit Ltd. are the sole owners of the Brilliant brand. We hereby
appoint White Diamond Spirits Inc., of 0000 Xxxxxx Xxxxxx, Xxxx xx Xxx
Xxxxx, Xxxxx of Nevada, as our agent for our products in all the States of
the United States, as laid out in Appendix 2 (with exclusion of New
Jersey), with full authority to act on our behalf in appointing, with the
approval of Brilliant Spirits LTD, distributors, brokers; registering
products, and posting prices as may be required by law.
2. Term.
This agreement shall be for a term of five (5) years based upon successive
periods of five (5) years subject to the following provisions. The term is
valid only under the conditions of performance by White Diamond as laid out
in Appendix 4.
(a) Provided both parties hereto are in compliance with the terms of this
agreement and neither party has given to the other party written
notice of its election to terminate this agreement pursuant to the
provisions contained herein at least one hundred and twenty (120) days
prior to the end of the initial term. This agreement shall continue
for successive periods of five (5) years each. Both parties understand
that all negotiated changes in provisions will be effected in writing
prior to the end of each successive term.
(b) If in the case that neither party defaults in performing any of the
terms, conditions or promises of this agreement and continues in
default for a period of forty-five (45) days after written notice
thereof, either party shall have the right at the expiration of the
forty-five (45) days notice of default, to terminate this agreement
upon giving written notice of the termination at the end of the said
forty-five (45) day period.
/s/ MM
/s/ IT
54
3
(c) If either party becomes insolvent, enters into a composition with its
creditors, or if a receiver is appointed for it or if it is
adjudicated a bankrupt, then either party shall have the right to
terminate this agreement upon giving notice at least fifteen (15) days
before the time when such termination is to take effect, and at the
expiration of the fifteen (15) days, this agreement shall become null
and void, but without prejudice to the right of either party to moneys
due or to become due under this agreement.
Purchase price and payment. All pricing of products by the
Manufacturer will be pre-established and disclosed to White Diamond
before White Diamond orders products from the Manufacturer for
distribution. The Manufacturer's purchase price under each order will
be the price effective at the time of acceptance of that order. The
price list in effect from the date of this agreement until the expiry
of the initial term of this agreement is set forth in Appendix 3
attached hereto and incorporated by reference herein. The parties
agree to meet and discuss pricing relationships in the United States
market every six months. (Further, White Diamond agrees that the
product pricing detailed on Appendix 3 requires White Diamond to
provide its own advertising within the territories).
3. The parties agree to cooperate in developing suitable advertising materials
and the Manufacturer agrees to provide White Diamond with access to all
graphic standards, artwork and other in-house or commercially prepared
advertising materials.
4. This agreement will become active upon placement of an initial order and
payment of not less than 100,000 US dollars for said order.
5. White Diamond shall pay the Manufacturer by irrevocable transferable letter
of credit for all deliveries payable against shipping documents FOB port
UK. Letter of credit will be opened upon placing order and be valid for 120
days. Direct wire transfer initiated from White Diamond to the Manufacturer
will also initiate production & shipment of product.
6. Minimum purchase requirements. White Diamond agrees to purchase during the
initial term of this agreement authorized product volumes in accordance
with Appendix 4.
/s/ MM
/s/ IT
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4
7. Orders and deliveries. Orders shall be placed with the Manufacturer at the
address set forth above and the Manufacturer shall supply White Diamond
with the products covered by this agreement in the regular course of its
business. The Manufacturer will use best efforts to supply product at the
Manufacturers designated supply point provided in paragraph 6 within 60
days of placing order.
8. Transportation. The Manufacturer shall deliver its products by any method
of transportation specified by White Diamond, at the designated supply
point in the UK.
9. Purchase of products. White Diamond shall maintain an inventory of the
Manufacturer's products at all times adequate to satisfy the demand of
White Diamond's customer for such products. The determination of such
quantities shall be at White Diamonds sole discretion. All customs
clearance expenses and customs import duty in the Territory is the
responsibility of White Diamond and the present National Importer.
10. Title and risk of loss. Title to all products sold hereunder, and the risk
of loss, shall pass to White Diamond FOB, White Diamond designated carrier.
11. Selling Effort. White Diamond shall use its best efforts to market and sell
at wholesale the products covered by this agreement in the territories
specified.
12. Obligations on termination. Upon the termination of this agreement as
provided herein the Manufacturer shall have the option to repurchase the
products then in possession of White Diamond, and available for sale, at
prices originally billed to White Diamond, and with deductions from moneys
due or to become due to the Manufacturer under this agreement. As to any of
the Manufacturer's products not repurchased by it within 30 days of such
termination, White Diamond shall have the right to dispose of such products
in the regular course of its business.
13. Notices. All notices, requests, demands, and other communications under
this agreement shall be in writing and shall be deemed to have been duly
given on the date of service if served personally on the party to whom
notice is to be given or on the third day after mailing, if mailed to the
party to whom notice is to be given, by first class mail, registered or
certified, postage prepaid, and unless either party should notify the other
of a change of address.
/s/ MM
/s/ IT
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TO: THE MANUFACTURER
Brilliant Spirit Ltd.
00 Xx. Xxxxxxxxx Xxx.
Xxxxxx 0, Xxxxxxx
TO: WHITE DIAMOND
White Diamond Spirits Inc.
0000 Xxxxxx Xxxxxx
Xxx Xxxxx, Xxxxxx
XXX, 00000
14. Independent contractor. White Diamond is in a business independent from
that of the Manufacturer and is to be regarded as an independent
contractor. Neither party is in any sense to be regarded as the principal
or agent, or employer or employee, of the other.
15. Assignment. This agreement shall not be transferred, assigned or any rights
granted thereunder without the prior written consent of the parties hereto.
16. Governing law; Entire agreement. The laws of the State of Nevada shall
govern this agreement. The agreement constitutes the entire agreement
between the parties pertaining to the subject matter contained in it and
supersedes all prior and contemporaneous agreements, representations and
understandings of the parties. Any future modification or addendum to this
agreement is invalid unless in writing signed by all parties.
In witness whereof, the parties have executed this agreement in counterpart on
the 14 day of April, 1999.
BRILLIANT SPIRIT LTD.
((Company Stamp))
/s/ Xxxx Xxxxxxxxxxxx
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Xxxx Xxxxxxxxxxxx - General Manager
XXXX X. XXXXX
Barrister and Solicitos
0000 Xxxxxxxxx Xxxxxx -- Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, X.X. X0X 0X0
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WHITE DIAMOND SPIRITS INC.
((Company Stamp))
/s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx - President CE
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EXHIBIT A
The "Brilliant Spirit" product line includes the following products:
VODKA"BRILLIANT"- Hexagonal Glass Bottles with Detachable Shot Glass 750 ml -
40% Alcohol
VODKA "BRILLIANT"- Hexagonal Deluxe Vodka Special Edition 750 ml - 40% Alcohol
VODKA "BRILLIANT"- Hexagonal Plastic Bottles 50 ml - 40% Alcohol
VODKA "BRILLIANT"- Hexagonal Glass Bottles 100 ml - 40% Alcohol
VODKA "BRILLIANT"- Flavored in Hexagonal Glass Bottles 750 ml - 40% Alcohol
VODKA "BRILLIANT"- Flavored in Six Sided Glass Bottles 100 ml-40% Alcohol
(Flavors include: Cranberry, Blackcurrant, Cherry, Lemon, Almond and Tarragon)
VODKA "BRILLIANT"- Flavored Gift Set 7x 100 ml/box (Clear and Assorted Flavors)
VODKA "RUSSIAN DIPLOMAT-BRILLIANT STAR 2000
/s/ Xxxx Xxxxxxxxxxxx /s/ Xxxxxxx Xxxxxxx
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((Company Stamp)) ((Company Stamp))
BRILLIANT SPIRIT LTD WHITE DIAMOND SPIRITS INC
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APPENDIX 1
The "Brilliant Spirit" product line authorized for sale to White Diamond include
the following products:
VODKA"BRILLIANT"- Clear Hexagonal Glass Bottles with Detachable Shot Glass 750
ml - 40% Alcohol
VODKA"BRILLIANT"- Deluxe Vodka Special Edition Hexagonal Glass Bottles with
Detachable Shot Glass 750 ml - 40% Alcohol
VODKA"BRILLIANT"- Promotional / Sample Size Hexagonal Plastic Bottles 50 ml -
40% Alcohol
VODKA"BRILLIANT"- Promotional / Sample Size Hexagonal Glass Bottles 100 ml -
40% Alcohol
/s/ Xxxx Xxxxxxxxxxxx /s/ Xxxxxxx Xxxxxxx
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((Company Stamp)) ((Company Stamp))
BRILLIANT SPIRIT LTD WHITE DIAMOND SPIRITS INC
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APPENDIX 2
The "Territory" as referred to in the Agreement includes the following:
All of the United States of America, & Canada with the exception of the State of
New Jersey.
The Manufacturer grants approval to White Diamond Inc. to initiate and conclude
agreements with any "Multi-State" wholesale distributor for and including all
states within the Multi-State Distributors jurisdictional control.
/s/ Xxxx Xxxxxxxxxxxx /s/ Xxxxxxx Xxxxxxx
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((Company Stamp)) ((Company Stamp))
BRILLIANT SPIRIT LTD WHITE DIAMOND SPIRITS INC
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APPENDIX 3
Pricing as established:
BRILLIANT CLEAR 12 x 750ml, 40% alc/vol. Ex-Works, Scotland, UK
$60.00 USD (Sixty)
BRILLIANT Deluxe Special Edition 12 x 750ml, 40% alc/vol Ex-Works, Scotland, UK
$78.00 USD (Seventy-eight)
BRILLIANT - Hexagonal Plastic Bottles - 50ml, 40% alc/vol Ex-Works, Scotland, UK
$0.60 USD (sixty cents) per bottle
BRILLIANT - Hexagonal Glass Bottles - 100ml, 40% alc/vol Ex-Works, Scotland, UK
$1.10 USD (one dollar and ten cents) per bottle
Pricing as established subject to revision after the initial 18 month period.
/s/ Xxxx Xxxxxxxxxxxx /s/ Xxxxxxx Xxxxxxx
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((Company Stamp)) ((Company Stamp))
BRILLIANT SPIRIT LTD WHITE DIAMOND SPIRITS INC
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APPENDIX 4 Page 1
During the term of the agreement White Diamond agrees to purchase the following
minimum amounts in the following schedule:
For the first 18 months 60 000 (sixty thousand) cases including mixed sizes:
Increments of cases to be ordered shall be estimated quarterly and adjusted up
or down depending on the timing of distributorship appointments, trend of
market, premium vodka growth and overall economic growth in the consumer index.
1st Quarter - (3 months) cases to be purchased through Brilliant Spirit Ltd.
7,000 - 7,500 cases
2nd Quarter - (3 months) cases to be purchased through Brilliant Spirit Ltd.
7,000 - 8,000 cases
3rd Quarter - (3 months) cases to be purchased through Brilliant Spirit Ltd.
7,500 - 8,000 cases
4th Quarter - (3 months) cases to be purchased through Brilliant Spirit Ltd.
10,000 - 12,000 cases
*12 month cases to be purchased
31,500 cases
5th Quarter - (3 months) cases to be purchased through Brilliant Spirit Ltd.
15,000 - 18,000 cases
**18 month cases to be purchased
61,500 cases
/s/ M M
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((Company Stamp)) ((Company Stamp))
BRILLIANT SPIRIT LTD WHITE DIAMOND SPIRITS INC
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APPENDIX 4 Page 2
Thereafter
for the next 12 - months 90 000 (ninety thousand) cases including mixed sizes
(minimum purchases being 22 500 cases per quarter)
and the next 30 months 300 000 (three hundred thousand) including mixed sizes
(minimum purchases being 30 000 cases per quarter)
If the minimum purchases and payments are not made within three months of the
agreement taking effect as in para 4 of the agreement, para 2 (b) comes into
effect and the agreement terminates at the end of the forty five day notice.
Default in minimum quantity targets are subject to notices in para 2 (b) of the
agreement.
/s/ Xxxx Xxxxxxxxxxxx /s/ Xxxxxxx Xxxxxxx
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((Company Stamp)) ((Company Stamp))
BRILLIANT SPIRIT LTD WHITE DIAMOND SPIRITS INC
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APPENDIX 6
It is further agreed that a royalty payment shall be made by WDS Inc. to
Brilliant Spirit US Inc. of 00 Xxxxxxxxxx Xxxxx, Xxxxxxxxx, XX, 00000, XXX.
The said royalty payment shall be the amount of $0.17 USD for each unit of 750
ml "Brilliant" vodka sold in the U.S.A. only.
The said royalty payment shall be payable within thirty (30) days of clearance
of receivables for relevant product units sold in the U.S.A. only and shall
remain at the sole discretion of WDS Inc.
/s/ Xxxx Xxxxxxxxxxxx /s/ Xxxxxxx Xxxxxxx
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((Company Stamp)) ((Company Stamp))
BRILLIANT SPIRIT LTD WHITE DIAMOND SPIRITS INC
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