1
Exhibit 10.29
Confidential portions of this document indicated by ***** have been omitted and
filed separately with the Commission
INDALEX
Aluminum Solutions
FIXED-PRICE PURCHASE AND
SALE AGREEMENT
THIS AGREEMENT ("Agreement") dated this 20TH DAY OF MARCH, 2001, is
between Indalex Inc. ("Seller") and ("Buyer") FEATHERLITE MANUFACTURING.
Seller desires to sell certain goods to Buyer and Buyer desires to
purchase certain goods from Seller.
NOW THEREFORE, in consideration of these premises and the following
mutual agreements, the parties agree as follows:
1. Seller will sell to Buyer, and Buyer will purchase from Seller,
the aluminum extrusions identified on Schedule A attached hereto
("Product"), subject to the terms contained in this Agreement and
the attached Schedule A. the quantity, delivery dates, terms, and
prices for product are also set forth on Schedule A.
2. This Agreement shall have a term from the date hereof to JUNE
30TH, 2001. This Agreement may not be canceled by either party
prior to the termination date without the prior written consent of
the other. Buyer acknowledges that Seller intends to rely on this
Agreement in fixing the prices and delivery dates of its raw
material purchases necessary to fulfill this Agreement as such,
Buyer agrees to pay for the quantity specified on Schedule A
whether or not Buyer placed specific orders with Seller as
specified in Item 4 below. If buyer cancels this agreement, or
otherwise refuses shipments hereunder, seller is entitled to
recover any loss sustained from liquidating a metal position taken
by the Seller on behalf of Buyer.
3. The pricing in this proposal is subject to Indalex Inc's ability
to hedge the transaction. Indalex Inc. will provide confirmation
of the hedge immediately upon execution.
2
INDALEX
Aluminum Solutions
4. Buyer agrees to place specific firm orders with Seller for the
Product at least twenty-eight (28) days prior to the requested
shipment date which shall specify the number of pound / feet /
pieces of specific aluminum extrusion shapes. Seller will attempt
to respond to Buyer's order requests with less than twenty-eight
(28) days lead-time, but shall be under no obligation to do so.
Seller is required to manufacture and ship only product for which
Seller has timely received specific firm orders.
5. Seller's obligations hereunder are subject to Seller's credit
approval with respect to each shipment and to the availability of
financial information on buyer which, in the Seller's opinion, is
adequate to demonstrate the Buyer's financial condition, ability
to pay for shipments in accordance with agreed terms of payment,
and ability to support the volume of credit extended by the
Seller.
Payment terms for the Product shall be as set forth in Schedule A.
Seller's obligation to continue shipments of product is
conditioned upon buyer satisfying its payment obligations under
this item 4 in full within the time period specified.
6. Either party's failure, at any time or times hereafter, to require
strict performance by the other party of any provision of this
Agreement shall not constitute a waiver, or affect or diminish the
right thereafter to demand strict compliance and performance of
this Agreement
7. This Agreement (including Schedule A) shall constitute the entire
agreement between the parties with respect to the subject matter
hereof and shall not apply to any purchases by buyer in excess of
the quantities set forth in Schedule A. The terms of any such
excess purchases will be governed by separate agreement of the
parties. Except as specified in this Agreement, the terms of sale
and rights of the parties with respect to any specific order shall
be as set forth in Seller's order acknowledgement as provided from
time to time.
3
INDALEX
Aluminum Solutions
DELIVERY PERIOD: July 1st, 2001 through September 30th, 2001
QUANTITY: ***** POUNDS FOR JULY 2001
***** POUNDS FOR AUGUST 2001
***** POUNDS FOR SEPTEMBER 2001
TOTAL: ***** POUNDS
PRICE: $***** per pound for Solid aluminum extrusion
$***** per pound for Hollow aluminum extrusion
*If quantities and / or price differ from month - to - month, set forth the
amounts below
=============================================================================
The Quantity of aluminum excrusion to be sold under the agreement as set forth
above, may not be altered without the prior written consent of Seller and Buyer.
Buyer may only alter scheduled monthly shipment dates with the express written
consent of Seller. If at the end of this agreement, there are pounds which have
not been taken by buyer, as set forth above, then an additional $***** per pound
will be added to the above selling price for each month of the original
agreement and each month thereafter until the agreed volume is taken. PAYMENT
TERMS: ____ Payment in full within thirty (30) days from date of invoice.
TOTAL DOLLAR VALUE OF CONTRACT: Approximately: $*****
BUYER - Featherlite Manufacturing INDALEX INC.
By: By:
Name Xxxx Xxxxx Name: Xxxxxxx Xxxxxx
/s/ Xxxx Xxxxx /s/ Xxxxxxx Wooly for Xxxxxxx Xxxxxx
Signature Signature
Title Vice President of Operations Title: President - Central Region
Date: 3/20/01 Date: 3/27/01
4
INDALEX
Aluminum Solutions
8. Force Majeure. Seller shall not be liable for any defaults,
damages, or delays in filling any order caused by conditions
beyond Seller's control; including, but not limited to, acts of
God, strike, lockout, boycott, or other labor troubles, war, riot,
flood, new government regulation, failure of Seller's computer
systems or those of its suppliers or subcontractors to adequately
address the "Year 2000" issue, or delays of Seller's supplies or
subcontractors in furnishing materials or supplies die to one or
more of the foregoing or like causes.
Buyer - Featherlite Manufacturing INDALEX INC.
By By
Name: Xxxx Xxxxx Name: Xxxxxxx X. Xxxxxx
/s/ Xxxx Xxxxx /s/ Xxxxxxx Wooly for Xxxxxxx Xxxxxx
Signature Signature
Title: Vice President of operations Title: President - Central Region
Date: 3/20/01 Date: 3/27/01
SCHEDULE A
FIXED=PRICE PURCHASE AND SALE AGREEMENT
MATERIAL DESCRIPTION: This agreement covers standard extrusions currently being
supplied or quoted to Featherlite manufacturing ("Buyer") by Indalex Inc.
("Seller") with specific pound / pieces / feet by specific shape to be supplied
by Buyer.
This Contract Will be open till June 30th, 2001, and will be consummated if and
when the Midwest metal Exchange price for contracted metal to cover the needs of
the contract reaches a cost of $*****#. If during that time period, the metal
costs do not reach the required level of $*****#, the contract will become null
and void.
5
Exhibit 10.30
Confidential portions of this document indicated by ***** have been omitted and
filed separately with the Commission
INDALEX
Aluminum Solutions
FIXED-PRICE PURCHASE AND
SALE AGREEMENT
THIS AGREEMENT ("Agreement") dated this 20TH DAY OF MARCH, 2001, is
between Indalex Inc. ("Seller") and ("Buyer") FEATHERLITE MANUFACTURING.
Seller desires to sell certain goods to Buyer and Buyer desires to
purchase certain goods from Seller.
NOW THEREFORE, in consideration of these premises and the following
mutual agreements, the parties agree as follows:
9. Seller will sell to Buyer, and Buyer will purchase from Seller,
the aluminum extrusions identified on Schedule A attached hereto
("Product"), subject to the terms contained in this Agreement and
the attached Schedule A. the quantity, delivery dates, terms, and
prices for product are also set forth on Schedule A.
10. This Agreement shall have a term from the date hereof to
SEPTEMBER 30TH, 2001. This Agreement may not be canceled by
either party prior to the termination date without the prior
written consent of the other. Buyer acknowledges that Seller
intends to rely on this Agreement in fixing the prices and
delivery dates of its raw material purchases necessary to fulfill
this Agreement as such, Buyer agrees to pay for the quantity
specified on Schedule A whether or not Buyer placed specific
orders with Seller as specified in Item 4 below. If buyer cancels
this agreement, or otherwise refuses shipments hereunder, seller
is entitled to recover any loss sustained from liquidating a
metal position taken by the Seller on behalf of Buyer.
11. The pricing in this proposal is subject to Indalex Inc's ability
to hedge the transaction. Indalex Inc. will provide confirmation
of the hedge immediately upon execution.
6
INDALEX
Aluminum Solutions
12. Buyer agrees to place specific firm orders with Seller for the
Product at least twenty-eight (28) days prior to the requested
shipment date which shall specify the number of pound / feet /
pieces of specific aluminum extrusion shapes. Seller will attempt
to respond to Buyer's order requests with less than twenty-eight
(28) days lead-time, but shall be under no obligation to do so.
Seller is required to manufacture and ship only product for which
Seller has timely received specific firm orders.
13. Seller's obligations hereunder are subject to Seller's credit
approval with respect to each shipment and to the availability of
financial information on buyer which, in the Seller's opinion, is
adequate to demonstrate the Buyer's financial condition, ability
to pay for shipments in accordance with agreed terms of payment,
and ability to support the volume of credit extended by the
Seller.
Payment terms for the Product shall be as set forth in Schedule
A. Seller's obligation to continue shipments of product is
conditioned upon buyer satisfying its payment obligations under
this item 4 in full within the time period specified.
14. Either party's failure, at any time or times hereafter, to
require strict performance by the other party of any provision of
this Agreement shall not constitute a waiver, or affect or
diminish the right thereafter to demand strict compliance and
performance of this Agreement
15. This Agreement (including Schedule A) shall constitute the entire
agreement between the parties with respect to the subject matter
hereof and shall not apply to any purchases by buyer in excess of
the quantities set forth in Schedule A. The terms of any such
excess purchases will be governed by separate agreement of the
parties. Except as specified in this Agreement, the terms of sale
and rights of the parties with respect to any specific order
shall be as set forth in Seller's order acknowledgement as
provided from time to time.
7
INDALEX
Aluminum Solutions
DELIVERY PERIOD: July 1st, 2001 through September 30th, 2001
QUANTITY: ***** POUNDS FOR JULY 2001
***** POUNDS FOR AUGUST 2001
***** POUNDS FOR SEPTEMBER 2001
TOTAL: ***** POUNDS
PRICE: $***** per pound for Solid aluminum extrusion
$***** per pound for Hollow aluminum extrusion
*If quantities and / or price differ from month - to - month, set forth the
amounts below
==============================================================================
The Quantity of aluminum excrusion to be sold under the agreement as set forth
above, may not be altered without the prior written consent of Seller and Buyer.
Buyer may only alter scheduled monthly shipment dates with the express written
consent of Seller. If at the end of this agreement, there are pounds which have
not been taken by buyer, as set forth above, then an additional $***** per pound
will be added to the above selling price for each month of the original
agreement and each month thereafter until the agreed volume is taken. PAYMENT
TERMS: ____ Payment in full within thirty (30) days from date of invoice.
TOTAL DOLLAR VALUE OF CONTRACT: Approximately: $*****
BUYER - Featherlite Manufacturing INDALEX INC.
By: By:
Name Xxxx Xxxxx Name: Xxxxxxx Xxxxxx
/s/ Xxxx Xxxxx /s/ Xxxxxxx Wooly for Xxxxxxx Xxxxxx
Signature Signature
Title Vice President of Operations Title: President - Central Region
Date: 3/20/01 Date: 3/27/01
8
INDALEX
Aluminum Solutions
16. Force Majeure. Seller shall not be liable for any defaults,
damages, or delays in filling any order caused by conditions
beyond Seller's control; including, but not limited to, acts of
God, strike, lockout, boycott, or other labor troubles, war,
riot, flood, new government regulation, failure of Seller's
computer systems or those of its suppliers or subcontractors to
adequately address the "Year 2000" issue, or delays of Seller's
supplies or subcontractors in furnishing materials or supplies
die to one or more of the foregoing or like causes.
Buyer - Featherlite Manufacturing INDALEX INC.
By By
Name: Xxxx Xxxxx Name: Xxxxxxx X. Xxxxxx
/s/ Xxxx Xxxxx /s/ Xxxxxxx Wooly for Xxxxxxx Xxxxxx
Signature Signature
Title: Vice President of operations Title: President - Central Region
Date: 3/20/01 Date: 3/27/01
SCHEDULE A
FIXED=PRICE PURCHASE AND SALE AGREEMENT
MATERIAL DESCRIPTION: This agreement covers standard extrusions currently being
supplied or quoted to Featherlite manufacturing ("Buyer") by Indalex Inc.
("Seller") with specific pound / pieces / feet by specific shape to be supplied
by Buyer.
This Contract Will be open till September 30th, 2001, and will be consummated if
and when the Midwest metal Exchange price for contracted metal to cover the
needs of the contract reaches a cost of $*****#. If during that time period, the
metal costs do not reach the required level of $*****#, the contract will become
null and void.
