Cetoni/Fackelmann Fruit Stripper & Fruit Stripper Set Agreement of 11 May 2000
DISTRIBUTION AGREEMENT
between
Fackelmann GmbH & Co., Xxxxxx-x.-Xxxxxxx-Xxxxxxx 0, 00000 Xxxxxxxxxx
(hereinafter, "Fackelmann")
represented by Xx. Xxxxxxxxx Xxxxxxxxxx
and
Cetoni GmbH, Patchring 26, 94034 Passau
(hereinafter, "Cetoni")
represented by Xx. Xxxxx Xxxxxxxx
1. SUBJECT OF AGREEMENT
The subjects of this Agreement shall be the plastic embodiments of the
"Fruitstripper" and "FruitStripper Set" (2 peelers, 1 bowl) products.
Fackelmann shall be free to determine the ultimate product names.
2. TERM
The distribution right for the Subject-Product shall begin upon the signing of
this Agreement.
This Agreement is hereby concluded for an indefinite period of time. This
Agreement may be duly terminated by written notice upon observance of a notice
period of 12 months.
The right to terminate this Agreement for good cause shall not be prejudiced
hereby.
Cetoni shall be obligated throughout the term of this Agreement including any
residual term after termination to deliver the ordered goods to Fackelmann,
which shall, be obligated to accept such ordered goods. This obligation. shall
also apply in the event the delivery date is beyond the term of this Agreement.
3. DISTRIBUTION TERRITORY
Cetoni hereby grants Fackelmann the exclusive distribution right with regard to
the Subject-Product.
4. QUANTITIES TO BE PURCHASED
No minimum quantities to be purchased within a certain period of time shall be
agreed upon based on Fackelmann well-known outstanding market presence.
5. DISTRIBUTION ACTIVITIES
Fackelmann hereby agrees to market the Subject-Product while exhausting its
distribution resources as best as possible. Cetoni shall have me right to
receive information regarding-the status of Fackelmann's marketing activities
upon request.
6. PRICES; SETTLEMENT
FruitStripper including individual packaging DM 1.95
FruitStripper Set including individual packaging DM 6.90
(The above price shall apply provided the costs of the Fackelmann individual
packaging approximately correspond to the costs of the presented Cetoni
packaging.)
The calculation of the above-mentioned price conditions is based on the
assumption of a large number of purchased units.
In the event the unit price agreed upon for the Subject-Product is no longer
realizable on the part of Cetoni based on the narrow price calculation, e.g.,
due to increasing raw material prices or other price factors, Fackelmann shall
immediately be informed of such and presented an adjusted unit price. In the
event an agreement is reached in this regard, the newly agreed-upon price
conditions shall be incorporated into this Distribution Agreement. No other
conditions of this Agreement shall be affected thereby.
In the event no agreement is reached with regard to an adjusted unit price and
this Distribution Agreement is terminated as a result, Cetoni shall be obligated
to supply Fackelmann also during the residual term after notice of termination
at the applicable prices in this Agreement.
Fackelmann shall bear the costs for the design of packaging, provision of film,
etc. Cetoni shall be provided the necessary printer's copies free of charge.
Prices: in DM per unit plus applicable value-added tax
Terms of Payment 2% discount within 14 days; net price without
deduction within 30 days
7. TERMS AND CONDITIONS OF DELIVERY
The following terms and conditions of delivery are hereby agreed upon
in relation to the transport costs from the Passau plant:
Net Value of Good in DM
--------------------------------------------------------------------------------
<5,000 Fackelmann shell bear 100% of the total transport costs.
5,001-10,000 Fackelmann and Cetoni shall each bear 50% of the
transport costs.
> 10,000 Cetoni shall bear 100% of the total transport costs.
8. PRODUCT MODIFICATIONS
Cetoni hereby agrees to present Fackelmann any type of improvements
or-further developments related to the Subject-Product and, if desired,
to incorporate such improvements or developments into the product. In
such event prices, expenses, etc. shall be set out in a separate
agreement in writing. Fackelmann hereby agrees not to develop, produce,
distribute any modified version of the Subject-Product with the
knowledge obtained in the course of the business relation with Cetoni
or to disclose any corresponding information to third parties.
9. PLACE OF JURISDICTION
Passau shall be the place of jurisdiction.
10. MODIFICATIONS
Any modifications of and supplements to this Agreement must be made in
writing. No party may invoke the argument of actual practice at
variance with this Agreement unless such variance is set out in
writing. No verbal collateral agreements have been made. This
requirement for the written form may only be waived in writing.
11. TRANSFER OF RIGHTS
The rights from this Agreement may only be transferred with the express
prior written permission of the other Party.
12. FINAL PROVISIONS
This Agreement shall continue to be valid in the event individual
provisions hereof prove to be invalid. The affected provision is then
to be construed in such a way that the purpose originally pursued with
it is reached to the event possible.
This Agreement shall be based on mutual trust. The Parties shall
endeavor to agree in an amicable fashion on any differences of opinion.
This Agreement shall take effect after being signed.
Passau, 11 May 2000 Hersbruck, 11 May 2000
Cetoni GmbH Fackelmann GmbH & Co.
[Signature] [Signature]
Xxxxx Xxxxxxxx Xxxxxxxxx Xxxxxxxxxx
