Exhibit 10.29
FUNDAMENTAL AGREEMENT
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Entered into between Barudan Co, Ltd. Ichinomiya, Japan (hereinafter referred to
as Barudan), Xxxxxxxx X., Xxxxxxxxxx Ltd. Nottingham, England (hereinafter
referred to as Macpherson U.K.) and Macpherson, Inc. Greensboro, N.C., U.S.A.
(hereinafter referred to as Macpherson U.S.A.).
In this agreement, Macpherson U.K. and Macpherson U.S.A. are to be treated as
one party and hereinafter referred to as Macpherson therefore Macpherson
represent Macpherson U.K. and Macpherson U.S.A.
This fundamental agreement stipulate only the basic clauses which shall last for
longer period and "MEMORANDUM AGREEMENT" shall be provided separately as an
integral part of this fundamental agreement to cover the clause which are not
stipulated in this fundamental agreement and may be varied in a short period on
Barudan and Macpherson's mutual and amicable discussion.
Witness: In consideration of mutual convenience and agreement, Barudan and
Macpherson hereby agree by and between each other as follows:
First: Barudan hereby constitute and appoint Macpherson as their sole
distributors of Barudan products (multi head embroidery machineries and the
related machineries i.e. punching machine and repeating machine and parts) in
the territories mentioned in the separate "MEMORANDUM AGREEMENT".
Second: Function of each party.
A) Barudan: Proper supply of Barudan products and guarantee of the qualities.
B) Macpherson: Sales and after service of Barudan products to all territories
which is stipulated in "MEMORANDUM AGREEMENT".
Third: Macpherson agree that they will establish proper agents in their
territories when they are required and conduct all operations to help those
agents such as
A) Technical guidance required for their proper after service
B) Supply of data required for their sales promotions
C) Supply of parts required for their repairing.
Fourth: Barudan agree that they will guarantee for the settlement of the
troubles caused by the faults of machineries when they are found within three
months, in principle, after installation of machineries with the replacement of
the parts etc. Even after three months, Barudan may guarantee the same if
Barudan judge that the faults are to be bear the fitting and traveling expenses
for the settlement.
Fifth: Macpherson agree that they will give proper "after-sales-service" for
machineries they delivered after guarantee terms expired.
Sixth: Macpherson agree that they will purchase and take up Barudan embroidery
machineries of the quantities agreed in the separate "MEMORANDUM AGREEMENT".
Seventh: Barudan agree that they will not sell the Barudan products which are
stipulated in this agreement, to other dealers nor agents nor customers other
than Macpherson in the territories agreed each other in "MEMORANDUM AGREEMENT".
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Eighth: Macpherson agree that they will submit price list of Barudan products
in all their territories and such prices shall be, in principle, discussed and
fired by two parties.
Nineth: Macpherson agree that they will not purchase the similar products from
other suppliers than Barudan unless they receive written consent.
Tenth: Macpherson agree that they will submit sales and market report of each
territories to Barudan at least twice a year (January and July).
Eleventh: The respective contract shall be confirmed between Barudan and
Macpherson consequently the order confirmation shall be exchanged among
themselves.
Twelve: The terms of this fundamental agreement shall be five years from
September 1st 1981 to August 31st 1985 and previous agreements shall be canceled
automatically when this agreement become effective and before three months of
the termination of this agreement, Barudan and Macpherson shall discuss mutually
the renewal of this agreement.
The terms of "MEMORANDUM AGREEMENT" shall be determined separately.
Thirteenth: Any alteration agreed each other on this agreement shall be
confirmed in writing. Any matter which is not mentioned in this agreement or
any matter which may be found to be not clear shall be discussed with faith and
sincerity and be settled amicably by Barudan and Macpherson.
Fourteenth: After conclude this agreement, Macpherson agree that they will
never purchase or sales other competitor's new machineries same kind of Barudan
producer which they are marketing.
Fifteenth: After conclude this agreement, herein agree that they will never
sell their machineries indirectly to the territories of Macpherson stipulated in
[ ] but except purchase for secondhand machineries for
resale.
To prove this agreement, the three copies of the original shall be made and each
party (Barudan, Macpherson U.K. and Macpherson U.S.A.) shall have one copy.
BARUDAN CO., INC. XXXXXXXX X. XXXXXXXXXX LTD.
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Yoshio Sibato, President. Xxxxxxxx X. Xxxxxxxxxx, President.
MACPHERSON, INC.
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Xxxx X. Xxxxxxxxxx, President.
(This is an integral part of the fundamental agreement between Barudan and
Macpherson dated September 1, 1981.)
Barudan and Macpherson hereby agree by and between each other as follows:
First: Barudan hereby constitute and appoint Macpherson U.S.A. and Macpherson
U.K. as their sole distributors of Barudan products (multi-head embroidery
machineries and the related machineries, i.e. punching machine and repeating
machine and parts) in the following territories:
Macpherson U.S.A.
A) Whole territories of North and Central America
Macpherson U.K.
B) United Kingdom, Ireland, Iceland, West Germany, France, Italy, Austria,
Switzerland, Spain, Portugal, Holland, Belgium, Luxembourg, Norway, Sweden,
Denmark, Finland, Greece, Turkey, Cyprus, Malta and Gibraltar,
C) The continent of Africa and Mauritius
D) South America
Second: To analyze and understand each market situation, Agreement for annual
sales is to be exchanged between Barudan and Macpherson U.S.A. for territories
A) and between Barudan and Macpherson U.K. for territories B), C) and D).
The annual sales are stated hereunder.
Third: Macpherson agree that they will purchase Barudan embroidery machineries
excluding monogram machineries at least 264 units (U.S.A.=144, U.K.=120) by
their every best possible effort per year starting from October 1, 1985 until
September 30, 1986.
Fourth: Macpherson agree that they will purchase Barudan monogram machineries
(BEAT-101-UF and BEAT-102-UF) at least 180 units (U.S.A.=120, U.K.=60) by their
every best possible effort per year starting from October 1, 1985 until
September 30, 1986.
Fifth: Macpherson agree that they will purchase Barudan monogram machineries
(BEAT-106-UF) at least 170 units (U.S.A.=120, U.K.=50) by their every best
possible effort per year starting from October 1, 1985 until September 30, 1986.
Sixth: Macpherson agree that they will purchase Barudan monogram machineries
(BEAT-Junior) at least 144 units (U.S.A.=84, U.K.=60) by their every best
possible effort per year starting from October 1, 1985 until September 30, 1986.
Seventh: Fundamental Agreement for August 31, 1986 onwards between Barudan and
Macpherson will be discussed three months before August 31, 1986.
Eighth: Barudan agree that all the payment are made by Macpherson and the term
of payment is settled by D/A 150 days sign after B/I date by Macpherson U.K. and
by D/A 180 days sight after B/I date by Macpherson U.S.A.
Nineth: Regarding Canadian market, Barudan agree to communicate and contract
for Barudan products with Xxxxxxxx X. Xxxxxxxxxx Canada, Inc., Ontario, Canada
and that the payment is settled by D/A 180 days sight after B/I date.
Macpherson U.K. agree to take a full responsibility for payment made by Xxxxxxxx
X. Xxxxxxxxxx Canada, Inc.
Tenth: In case of there will be occurred any alteration with the territories
which was stipulated above, Barudan and Macpherson shall discuss again when they
have a discussion for the minimum quantity to be purchased for every year.
To prove this agreement, the three copies of the original shall be made and each
party (Barudan, Macpherson U.K. and Macpherson U.S.A.) shall have one copy.
Barudan Co., Ltd. Xxxxxxxx X. Xxxxxxxxxx Ltd.
/s/ Xxxxxx Xxxxxxx /s/ Xxxxxxxx X. Xxxxxxxxxx
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Xxxxxx Xxxxxxx, President. Xxxxxxxx X. Xxxxxxxxxx, President.
EXHIBIT C
Products that must bear the Meistergram name:
M80
M100
M700
M/00XL
EXHIBIT D
Products that may be produced without the Meistergram name only if sold
outside the Macpherson Territory to Xxxxxxxx X. Xxxxxxxxxx, Ltd. or to
Macpherson:
BEAT 3
(PROSPERITY)
BEAT 101
TEACH-IN
EXHIBIT II
FUNDAMENTAL AGREEMENT
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This fundamental agreement is entered into on this 1st day of October, 1986 by
and between Marubeni Corporation of 0-0, Xxxxxxxxx 0-xxxxx, Xxxxxxx-xx, Xxxxx,
Xxxxx ("Marubeni"), Barudan Co., Ltd. of 906 Josuiji, Ichinomiya-city,
Aichiprefecture, Japan ("Barudan"), Xxxxxxxx X. Xxxxxxxxxx Ltd. of Xxxxxx Xxxx
Last, Xxxxxxx Xxxxxxxxx, Xxxxxxxxxx XX0 0XX, Xxxxxxx ("Macpherson U.K.") and
Macpherson Inc. of 0000 X. Xxxxxxxx Xxx., Xxxxxxxxxx, X.X. 00000, X.X.X.
("Macpherson U.S.A.").
First: 1) Contracts for Barudan products (i.e. multi-head embroidery machines,
monogram machines, the related machines excluding punching and repeating
machine, etc.) and other products which Barudan handle shall be made between
Marubeni and Macpherson U.K. and between Marubeni and Macpherson U.S.A. The
copies shall be sent to Barudan by Macpherson U.K. and Macpherson U.S.A. 2)
Contracts for parts shall be made between Barudan and Macpherson U.K. and
between Barudan and Macpherson U.S.A.
Second: Contracts between Marubeni and Macpherson U.S.A. and between Marubeni
and Macpherson U.K. shall be made on the basis of C&T amount in the price list
attached hereto. In case Barudan's products are shipped to Macpherson U.S.A.
for account of Macpherson U.K., C&F prices for Macpherson U.S.A. shall be
applied.
Third: 1) All shipments of Barudan products and other products which Barudan
handle to Macpherson U.K. and Macpherson U.S.A. shall be made through Marubeni.
Payment terms for shipment to Macpherson U.S.A. shall be D/A 180 days after B/L
date and for shipment to Macpherson U.K., shall be D/A 150 days after B/L date.
Fourth: Marubeni have an option to ship Barudan's products to Macpherson U.S.A.
for account of Macpherson U.K. or directly to Macpherson U.S.A. when the total
drafts' amounts exceed MITI credit limit for Macpherson U.S.A. In the former
case, the payment terms shall be D/A 180 days after B/L date and Marubeni agree
to pay two (2) percent of FOB invoice amount to Macpherson U.K. as a commission
for this transaction.
Fifth: Marubeni have no obligation regarding all kinds of technical troubles
and claims for quality, workmanship, performance, after-service, warranty,
technical guarantee of Barudan's products in the contracts.
Sixth: Marubeni's responsibility and any obligations for execution of the [ ]
to Macpherson U.S.A. and Macpherson U.K. shall be released when Barudan [ ]
unable to deliver Barudan's product to Marubeni after the contract between
Marubeni and Macpherson U.S.A. and between Marubeni and Macpherson U.K. are
made.
Seventh: Responsibilities for quotation of sales prices of Barudan's products
to Macpherson U.S.A. and Macpherson U.K. belong to Barudan. And Barudan shall
take all responsibilities for any kinds of troubles and claims including
[ ] related to import prices to U.S.A. and European countries.
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Eighth: The terms of this fundamental agreement shall be five years from
October 1st, 1986 to September 30th, 1991. Marubeni, Barudan, Macpherson U.K.
and Macpherson U.S.A. shall discuss mutually the renewal of this agreement three
months before the termination of this agreement.
Nineth: Any serious alteration on this agreement and any matter which is not
mentioned in this agreement shall be discussed mutually among Marubeni, Barudan,
Macpherson U.K. and Macpherson U.S.A.
Marubeni Corporation Xxxxxxxx X. Xxxxxxxxxx Ltd.
/s/ Xxxxx Xxxxxx /s/ Xxxxxxxx X. Xxxxxxxxxx
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Xxxxx Xxxxxx, General Manager Xxxxxxxx X. Xxxxxxxxxx, President
Textile Machinery Dept.
Barudan Co., Ltd. Macpherson Inc.
/s/ Xxxxxx Xxxxxxx /s/ Xxxx X. Xxxxxxxxxx
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Xxxxxx Xxxxxxx, President Xxxx X. Xxxxxxxxxx, President