Purchase Agreement
Exhibit
10.R
AGREEMENT
(the
“Agreement”) dated as of October 16, 2006, by and between FOOD for HEALTH Intl.
(hereinafter referred to as “FH”) having its principal offices at 0000 Xxxxx
Xxxxxxxxxx Xxx, Xxxx, XX 00000 and SEYCHELLE
ENVIRONMENTAL PRODUCTS INC. (hereinafter
referred to as “SEYCHELLE”), having its principal offices at 00000 Xxxxx
Xxxxxxxx, Xxx Xxxx Xxxxxxxxxx, XX 00000.
WHEREAS,
FH now
desires to have SEYCHELLE act as its Distribution Agent and coordinate the
purchase of various utensils and other products manufactured in China for
emergency preparedness packs within THE TERRITORY and have them shipped directly
to FH during the time periods provided herein;
WHEREAS,
SEYCHELLE is willing to act as a Distribution Agent and coordinate the purchase
of said utensils and products for FH in THE TERRITORY and have them shipped
directly to FH on the terms and conditions as set forth herein.
NOW
THEREFORE,
in
consideration of the mutual covenants herein contained, and for other and good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound hereby, agree
as
follows:
1.
Purchasing
SEYCHELLE
agrees to act as a Distribution Agent and purchase for FH utensils and other
products listed in Exhibit “A” annexed hereto, and have them shipped directly to
FH. The China supplier will be responsible for fulfillment of the products
ordered by FH.
2.
Price of Products to FH
Pricing
for each item is covered in Exhibit “A” annexed hereto.
3. The
Territory
THE
TERRITORY is the United States and Mexico. Other countries may be added at
the
mutual consent of both parties
5.
Termination
of the Agreement
Either
party may terminate this Agreement with sixty (60) days written notice to the
other. However, both parties agree to be bound by all obligations incurred
prior
to the termination of the Agreement including any and all payments outstanding.
6.
Miscellaneous
Provisions.
A.
Modification:
No
modification, waiver or amendment of any term or condition of this Agreement
shall be effective unless and until it shall be reduced to writing and signed
by
both of the parties hereto or their legal representatives.
B.
Waiver:
Failure
by either party at any time to require performance by the other party or to
claim a breach of any term of this Agreement will not be construed as a waiver
of any right under this Agreement, will not affect any subsequent breach, will
not affect the effectiveness of this Agreement or any part thereof, and will
not
prejudice either party as regards any subsequent action.
C.
Severability:
If
any
term or provision of this Agreement should be declared invalid by a court of
competent jurisdiction, the remaining terms and provisions of this Agreement
shall be unimpaired.
D.
Complete
Agreement: This
Agreement constitutes the entire Agreement between the parties with respect
to
the subject matter hereof and supersedes in all respects all prior proposals,
negotiations, conversations, discussions and agreements between the parties
concerning the subject matter hereof.
E.
Assignment:
This
Agreement may not be assigned, in whole or in part, by either party hereto
without prior written consent shall not be unreasonably withheld.
F.
Governing
Law: This
agreement shall be constituted and governed according to the laws of the State
of California.
G.
Compliance
with Laws: The
parties hereto represent and agree each for itself that they and their
respective employees, agents and subcontractors will comply with all applicable
local laws, ordinances, regulations and codes in the performance of their
respective services, duties and obligations under this Agreement.
H.
Force
Majeure: Either
party is excused from performance and shall not be liable for any delay in
performance or delivery or for non-performance or non-delivery, in whole or
in
part, caused by the occurrence of any contingency beyond the control of the
parties including, but not limited to, work stoppages, fires, civil
disobedience, riots, rebellions, accident, explosion, flood, storm, acts of
God
and similar occurrences. Either party may terminate or suspend its obligations
under this Agreement if such obligations are prevented by any of the above
events to the extent such events are beyond the reasonable control of the party
whose reasonable performance is prevented.
I.
Counterparts:
This
Agreement may be executed in counterparts each of which shall be deemed an
original, but all of which together shall constitute one and the
same.
J.
Notices:
All
notices to be given and payments to be made to FH hereunder shall be sent to
FOOD For HEALTH Intl., 0000 Xxxxx Xxxxxxxxxx Xxx, Xxxx, XX 00000 attention:
Mr.
Xxxxx Xxxxxx, Director of Operations. All notices to SEYCHELLE, to be made
hereunder shall be given or made to SEYCHELLE at 00000 Xxxxx Xxxxxxxx, Xxx
Xxxx
Xxxxxxxxxx, XX 00000 Attention: Mr. Xxxx Xxxxxx, President and CEO. All notices
shall be sent by registered or certified mail or by a nationally recognized
overnight delivery service and shall be deemed to have been given at the time
such notice is received.
|
7.
Confidentiality.
|
A.
The
information furnished or disclosed by either party to the other in connection
with this Agreement and the performance of the respective party’s services,
duties and obligations hereunder, may contain or reflect confidential
information with respect to the business operations and practices of the
parties, any selling properties and/or buying sponsors (“Confidential
Information”). Confidential Information furnished by either party to the other
shall be used exclusively and only in connection with this
Agreement.
B.
The
parties hereto acknowledge and agree that the unauthorized disclosure of use
of
any Confidential Information may cause immediate and irreparable injury to
the
party which has disclosed that
Confidential
Information to the other party, injury which can not be adequately compensated
by monetary damages. Accordingly, each party hereto authorizes the other party
to seek any temporary or permanent injunctive relief necessary to prevent such
disclosure or use, or threat thereof. Further, each party hereto consent to
the
jurisdiction of any federal or state court sitting in the State of California
for purposes of any suit seeking such injunctive relief, and consents to the
service of process therein by certified or registered mail, return receipt
requested.
ACCEPTED
AND AGREED TO:
FOOD
for HEALTH
By:
/s/Xxxx X. McDougal_____ Date:
October 16, 2006
Xxxx
X.
XxXxxxxx, Vice President
SEYCHELLE
By:
/s/ Xxxx Palmer__________ Date:
October 16, 2006
Xxxx Xxxxxx, President and CEO
EXHIBIT
“A”
|
1.
|
Pricing
|
Emergency
Blanket $.46
First
aid
kit .89
Large
spoon .38
Small
spoon .22
Cup
w/lid
.45
Cooking
pot 1.75
Survivor
tool 2.38
Whistle/compass
.52
Waterproof
matches .43
Safety
mirror .12
|
2.
|
Terms
and Conditions
|
|
-
|
FOB
China.
|
|
-
|
Shipments
to be made directly to FH
designations.
|
|
-
|
Product
returns by FH to be shipped direct to China supplier FOB FH shipping
point.
|
|
-
|
Payment
in US dollars.
|
|
-
|
Prices
subject to change
|
Payment
terms: 100% cash up front with Purchase Order.
