AGREEMENT
THIS AGREEMENT made and entered into this 20th day of
June 1995, by and between B.L.L. CORPORATION (DBA
SECURITY MFG.), a Texas corporation (hereinafter referred
to as "SECURITY") and PAK-MAIL CENTERS OF AMERICA, a
Colorado corporation (hereinafter referred to as "PAK-
MAIL").
WITNESSETH
WHEREAS, PAK-MAIL is a franchisor of individual
franchisees in United States wherein the franchisees
provide a service to the general public, including, but not
limited to, providing private mail service, shipping,
packaging, electronic mail communications, and message
services. As part of its franchise arrangement with it's
franchisees, PAK-MAIL sells various items of equipment to
it's franchisees, including, but not limited to, mail boxes.
WHEREAS, SECURITY is in the business of manufacturing
mail boxes including those used by PAK-MAIL and its
franchisees in franchise locations; and
WHEREAS, PAK-MAIL provides a package to its franchisees
such that the products of SECURITY are an essential
ingredient of the franchised systems formula for success,
so that the style of the mail boxes manufactured by SECURITY
and used in all of PAK-MAIL franchise operations while
providing a quality, durable mail box to service the
franchisee's customers.
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WHEREAS, SECURITY has consistently met all requirements
of PAK-MAIL for the manufacture and delivery of mail boxes
for PAK-MAIL franchise operations at a competitive price.
WHEREAS, PAK-MAIL desires to enter into this agreement
with SECURITY to assure the prompt and regular manufacturing
and delivery of mail boxes to PAK-MAIL and its franchisees
in quantities as may be necessary to fill all orders which
PAK-MAIL obtains for its own use and for the use of its
franchisees.
NOT, THEREFORE, in consideration of the mutual
promises, convenants and agreements as hereinafter set
forth, the parties hereto agree as follows:
1. OBLIGATIONS OF MANUFACTURER
SECURITY will manufacture and deliver and PAK-MAIL will
accept and buy all of the mail boxes which may be required
by PAK-MAIL for the operation of PAK-MAIL and its
franchisees. The parties acknowledge that the PAK-MAIL
franchise is a new and growing business and therefore
any projections or estimates as to the quantity of mail
boxes required by PAK-MAIL are estimates and not firm
commitments.
2.TERM OF THIS AGREEMENT
The term of this Agreement shall be for a period of
three (3) years starting June 20th, 1995 and automatically
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renewed, if no notice is given, each three (3) year cycle
for a period of three (3) . Either party can terminate this
Agreement at the end of the three (3) year period with a
written letter 120 days prior to renewal date.
3. PLANS AND SPECIFICATIONS
All mail boxes manufactured by SECURITY shall be
manufactured in accordance with plans and specifications now
being used by PAK-MAIL in all of its stores which plans and
specifications are attached hereto as EXHIBIT "A" and by
this reference made a part hereof.
4. TIME FOR PRODUCTION AND DELIVERY
PAK-MAIL shall have the right to specify the date of
delivery to carrier of mail boxes ordered by PAK-MAIL. But
in no event shall the date specified for completion of the
manufacture and delivery be unreasonable. The date specified
by PAK-MAIL for manufacture and shipping of the mail boxes
shall not be less than fifteen (15) calender days from
SECURITY'S receipt of PAK-MAIL written purchase order for
said mail boxes.
5. PLACE AND DELIVERY
SECURITY shall deliver all mail boxes manufactured
for PAK-MAIL at locations specified in writing by PAK-MAIL,
by common carrier or carrier selected by PAK-MAIL, cost of
delivery to be borne by PAK-MAIL.
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6. RISK OF LOSS
Upon tender of delivery to the common carrier of the
mail boxes by SECURITY all risks of loss shall pass to PAK-
MAIL.
7. TITLE
Title to the mail boxes shall remain with SECURITY
until the mail boxes are fully paid for. PAK-MAIL shall
assume all responsibility for payment of mail boxes to
SECURITY.
8. WARRANTIES
SECURITY warrants that the mail boxes shall be suitable
for their intended purpose and manufactured pursuant to the
plans and specifications set forth in Exhibit "A". No other
express or implied warranties are made by SECURITY except as
set forth in the written guarantee attached hereto as
Exhibit "B" and made a part thereof.
9. PRICE
PAK-MAIL shall pay for the mail boxes manufactured and
delivered by SECURITY in accordance with the price list
attached hereto as Exhibit "C" and made a part hereof.
Said price list shall be guaranteed for three (3) years.
If there is to be a change in price, notice must be given
and price agreed to six (6) months prior to the end of the
three (3) year contract. Payment terms shall be thirty (30)
days net from the date of shipping of the boxes by Security.
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10. EXCLUSIVE MANUFACTURER
It being understood by the parties that PAK-MAIL makes
available to its franchisees, a package consisting of the
integral components of the business method that is being
franchised and each of said components is an essential
ingredient of the franchised systems formula for success,
part of this package is mail boxes. PAK-MAIL agrees not to
purchase, lease or borrow any mail boxes for its operations
or operations of its franchisees from any party other than
SECURITY even though PAK-MAIL has no authority to force its
franchisees to buy from SECURITY. PAK-MAIL will not allow
any other manufacturer to distribute literature or display
at any meetings or conventions any mail boxes other than
SECURITY'S and PAK-MAIL will not refer or recommend any
other manufacturer. PAK-MAIL will do its best to persuade
all franchisees to keep the PAK-MAIL "look" in the stores.
SECURITY shall not be restricted as to its rights to sell,
rent, or lease mail boxes to other parties.
11. SECURITY will ship orders prepaid and will xxxx
XXX-MAIL the discounted rate they are charged. SECURITY
can use any shipper PAK-MAIL requests. SECURITY will answer
any calls from PAK-MAIL Corp. office related to freight
claims and assist to the best of their ability in handling
claims. PAK-MAIL will instruct their franchisees in how to
handle claims with truck lines.
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12. PAK-MAIL will stock and sell locks and keys made by
SECURITY.
13. PAK-MAIL will provide SECURITY with a quarterly
projection of store installation and updated list of
existing stores quarterly.
14. ASSIGNMENT
The rights or obligations of any of the parties
hereto may be assigned in connection with the sale of
fifty percent (50%) or more of the business of the
assigning party: provided, however, that the assignee
continues the transferred business upon essentially
the same or larger scale as the assignor prior to the
assignment and the assignee agrees to assume and be
bound by the terms and provisions of this Agreement
as defined herein.
16. SEVERABLE
If any provisions or portions thereof this Agreement
shall be deemed invalid and/or inoperative under any
applicable statue or rule of law such invalidity shall
not affect the remainder of this Agreement.
17. ENTIRE AGREEMENT
This Agreement contains the entire understanding among
the parties hereto and supersedes any proposals oral or
written in all the communications between the parties
relating to the subject matter of this Agreement. There
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are no other representations, agreements, arrangements or
understandings, oral or written, between or among the
parties hereto relating to the subject matter of this
Agreement which are not fully expressed herein.
18. GOVERNING LAW
This Agreement and all the rights and liabilities of
the parties hereto with respect to the provisions hereof
shall be governed by the laws of the State of Texas.
19. ATTORNEYS' FEES AND COSTS
Should any legal action be commenced by the parties in
order to enforce any of the terms and provisions of this
Agreement, to seek a declaration interpreting any of such
terms or provisions, or to recover damages or any sums due
and payable under this Agreement, or to obtain relief, at
law or in equity, then the prevailing party in such
litigation shall be entitled to recover, in addition to
court cost, such amounts as the court may adjudge as
reasonable attorneys' fees.
20. NOTICES
Any notices to be given hereunder must be given in
writing by personal delivery or certified or registered
mail, return receipt requested as follows:
PAK-MAIL CENTERS OF AMERICA SECURITY MFG CORP
0000 XXXXX XXXXXX #0000 000 X. XXXX XX.
XXXXXX, XX 00000 XXXXXXXXX, XX 00000
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All notices or other communications given under this
Agreement shall be in writing sent to the address
hereinabove or such other addresses as the parties may
designate to each other in writing.
21. MODIFICATIONS
No modifications of this Agreement shall be valid or
binding on the parties unless acknowledged in writing by
their duly authorized representatives.
22. AUTHORITY
The parties executing this Agreement on behalf of
PAK-MAIL and SECURITY represent that they are authorized to
bind the aforementioned corporations to the terms and
conditions of this Agreement.
IN WITNESS WHEREOF, this Agreement is executed as of
the date first above written.
PAK-MAIL CENTERS OF AMERICA SECURITY MFG CORP.
BY: /s/ Xxxx X. Xxxxx BY:/s/ Xxxxx D'Addio
Xxxx X. Xxxxx Xxxxx D'Addio
President President
Date: 7/6/95 Date: 7/10/95
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EXHIBIT "A"
PLANS AND SPECIFICATIONS
DESCRIPTION:
MAILBOXES ( REAR LOAD )
MODULE DIMENSIONS ARE 22 1/4" W x 26 1/2" H x 15" D
MODEL 2030:30 small boxes
Size: 31/2" W x 5" H x 15" D
MODEL 2016 16 medium boxes
Size: 5 1/2" W x 6" H X 15" D
MODEL 2008 8 large boxes
Size: 11" W x 6" H x 15" D
--------------------------------------------------------------
MAILBOXES ( FRONT LOAD )
MODULE DIMENSIONS ARE 25 3/4" W x 28 3/4" H x 15" D
MODEL 3030: 30 small boxes
Size: 3 1/2" W x 5" H x 15" D
MODEL 3016: 16 medium boxes
Size: 5 1/2" W x 6" H x 15" D
MODEL 3008: 8 large boxes
Size: 11" W x 6" H x 15" D
THIS INCLUDES TRIM - NO EXTRA NEEDED
--------------------------------------------------------------
BOX NUMBERS: "B" PACKAGE(standard) Includes front and
rear load numbers 101 thru 400
"C" PACKAGE Includes front and rear load
numbers 101 thru 650
NUMBERS IN GROUPS OF 50
---------------------------------------------------------------
Shipped Freight FOB Grapevine.
EXHIBIT "B"
WRITTEN GUARANTY
MODULE WARRANTY
All SECURITY products are guaranteed in material and
workmanship for a period of five (5) years. SECURITY'S
obligation under this warranty is expressly limited to
repair or replacement of any unit or component part
which in SECURITY'S judgement does not meet this
warranty. All products must be returned to SECURITY
at the customer's expense. SECURITY MFG CORP's
obligation shall in no event include repair on
damage resulting from transportation, neglect or
misuse or for any consequential damage.
EXHIBIT "C"
PRICE LIST
REAR LOAD
2030 - 300.00
2016 - 250.00
2008 - 265.00
FRONT LOAD
3030 - 380.00
3016 - 320.00
3008 - 300.00
LOCKS & KEYS
LOCKS - 10 PER PACKAGE 29.50
KEY BLANKS - 100 PER PACKAGE 20.00
MISC.
PACKAGE B NUMBERS 26.75
PACKAGE C NUMBERS 50.45
KEY CABINET 157 65.00
COLLAPSIBLE BOX (REAR LOAD ONLY)
REAR LOAD
2030 - 293.80
2016 - 233.00
2008 - 251.90
For collapsible box see notes:
Weight is 12 lb. (approx.) for front or back, this saves you
$6.20 on the 2030, $17.00 on the 2016, $13.10 on the 2008,
plus 1/2 of the regular shipping cost.
Remember these boxes have the trim on sides, top and bottom,
no extra trim is necessary.
You should have a sample June 20th and delivery 30 days
after.
