EXHIBIT 10.2
"PURCHASE - SALE CONTRACT
AND FRANCHISE DISTRIBUTION
Subscribed between EMBOTELLADORA "LA XXXXXXX LTDA.", represented by General
Managers Xx. Xxxx Xxxxxxx Xxx Xxxxxxx with I.D. # 1479436 - SC and Xx. Xxxxxxxx
Xxxxxxx de Eid with I.D. # 1984600 -SC, both with power of attorney by affidavit
# 305 by and in front of the notary public Xx. Xxxxxxx Xxxxxxx, hereinafter
referred to as "XXXXXXX" for the first party, and TESORO CORPORATION represented
by its President Xx. Xxxx Xxxxxxxxxx Gahona with I.D. #00474716 (South Dakota
USA), with power of attorney by document # N/A, by and in front of Xxxxx X.
Xxxxxxx, hereinafter referred to as "TESORO" for the second party, under the
following clauses and conditions.
FIRST: (CONTRACTING PARTIES) . -
"XXXXXXX" is a Industrial Partnership of Limited Responsibility of the Republic
of Bolivia, dedicated to the manufacture And distribution of Soft-Drinks, Fruit
Juices and Viscachani Mineral Water, all with brands, and rights registered on
its name and therefore of its exclusive property.
"TESORO", is Business Corporation of the State of South Dakota in the United
States of America, dedicated, amongst others, to the distribution of all kinds
of soft-drinks with franchise characteristics, with license of the respective
manufacturers.
SECOND: (PURPOSE OF THE CONTRACT) . - Both companies, "XXXXXXX" and "TESORO" see
the convenience of the commercialization of the Mineral Waters of Viscachani, in
all of the territory of the United States of America, Central America and the
Caribbean, reason why "XXXXXXX" grants to "TESORO" the Exclusive Commercial
Franchise, to sell THE MINERAL WATER OF VISCACHANI, carbonated, non-carbonated,
with or without flavor, in the territories named above, without this giving
rights of production, bottling, labeling or over-labeling.
THIRD: (PRODUCT DESCRIPTION) . The Mineral Waters of Viscachani, are waters
exploited in the locality of Viscachani of the Aroma Province of the department
of La Paz In the Republic of Bolivia, the water is bottled at the same site of
exploitation, being previously filtered, ozonized and ionized.
The bottling is done with carbonic anhydride, (carbonated) or without (natural).
"XXXXXXX"' has also developed other products such as "Xxxxx Viscachani"
(carbonated and the " Xxxxx Diet (non-carbonated) which are processed and
bottled at its industrial plants of Xxxxx Xxxxxx and El Alto, in the city of La
Paz.
All of these products, are distributed in plastic containers (PVC and/or HPT)
and in glass in several sizes from a capacity of 296 c.c. up to 2 liters.
FOURTH: (BOUNDARIES OF THE FRANCHISE") . -By the present contract, "TESORO" is
authorized by "XXXXXXX", to distribute, commercialize and sell without any
restriction all and each one of the products of Viscachani Mineral Water, within
of the territories of North America, Central America and the Caribbean under any
concept shall be bottling or cause to be bottling of products distributed with
the above brands.
"TESORO ", may not distribute any other Mineral Water natural or artificially
mineralized, as long as this. contract remains in force.
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Likewise, it is the absolute responsibility of "TESORO", the no adulteration of
the products, by itself, or by its agents or distributors. Any violation in this
respect, shall cause "TESORO" to recover the product from the market place being
its burden the economic, civil and penal responsibilities that such acts may
generate. If under these circumstances, the good name of Viscachani was
compromised, without immediate solution by the part of "TESORO", "XXXXXXX" may
conclude the relationship hereby established and demand certain damages that may
incur.
FIFTH: SALE-PURCHASE) . -
By the present contract, it is absolutely established that "XXXXXXX" will sell
and "TESORO" will buy determined quantities periodically of the granted
products.
Said purchases shall be done by quotation FOB port, that will be valid for a
time no shorter that one year and for quantities agreed previously in writing by
the parties. Each of these accords, shall be considered integral part of the
present contract.
Both parties declare that the present contract does not imply any kind of
relationship as partners, nor employer/employee, shared-risk or casual
partnership. Interpretation shall only be the merely relation of a buyer and a
Seller.
SIXTH: (EXCLUSIVITY) . -
The present contract, grants to 'TESORO", absolute exclusivity of distribution
in the territories hereby agreed upon, being established a minimum annual
quantity of purchases of 600,000 packages in total of the different products of
Viscachani. The first year term, shall be effective starting with the placement
of the second shipping order, with the understanding that the first shipment
will be utilized primarily in the launching of product.
Should "XXXXXXX" receive information from specialized auditors, informing the
existence of major potential in the market, shall solicit from "TESORO" to
increment the minimum quantities of the annual purchases and depending of the
answer and commercial capacity of "TESORO", the minimum quantity may be
increased, or the exclusive character may be eliminated and/or the magnitude of
the territory may be reduced. All of this shall have contractual validity when
on each instance had been reduced to written form.
SEVENTH: (OTHER CONSIDERATIONS) . -
(a).- Costs. - The costs of interning, distribution, promotion, advertising,
local, state and governmental taxes, etc., etc., that arise within the territory
defined as property of "TESORO", shall be of the exclusive responsibility of
"TESORO". Under no circumstances shall they be shared with or transferred to
"XXXXXXX",
(b).-Prices.-
In the same manner, the final price to the consumer, to the point of sale,
commission to retailers, etc., etc., shall be defined by 'TESORO". "XXXXXXX"
shall not be able to limit same (except suggestion, ) or restrict the activities
of "'TESORO".
(c).- Result. - Having been defined the conditions, the results of the
commercialization and distribution of
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the Viscachani products within the territories agreed upon with "TESORO",
whether, there are profits or loses, such will be to the benefit or loss of
"TESORO".
(d). - Support. -
However, "XXXXXXX" hereby agrees to facilitate, without expense to "TESORO", all
of the advertising materials that are available for the Bolivian market, amongst
which are considered: TV spots, Samples of Posters, infomercials regarding the
benefits of the Vicachani Water, to utilize them as a guide and for "TESORO" to
incorporate same on its own diffusion activities.
(e).- Certification and Analysis.- Is "XXXXXX'X" exclusive responsibility, to
provide in order, all of the documentation of exportation and the quality
certificates that may be required in the territory agreed upon with "TESORO",
which shall timely inform to "XXXXXXX"., of the different kinds of required
certificates, so such may be incorporated to the export documentation.
(f).- Package description. - A package is defined as the commercial unit
containing 12 bottles of 1/2 (half) liter, or hie commercial unit containing 6
bottles of 1 1/2 (One and Half) liter.
(g).- Validity.- This contract is granted with a validity of 10 (ten) years
starting with the date of its execution, which may be renewed by mutual accord
of the parties.
EIGHTH: (MODE OF PAYMENT) . - For each order, the payment mode shall be by the
aperture of Letters of Credit confirmed and irrevocable payable against the
presentation of the shipping documents, apertured on a major bank.
Exceptionally, and depending of the quantities ordered, there may be other
payment modes, without such constituting a habit. In any event, each time that
"TESORO", requests a different form of payment, such request shall be analyzed
by "XXXXXXX" and shall have validity only once.
NINTH: CONFORMITY AND GOVERNING LAW . -
We, Xxxx Xxxxxxx Xxx Xxxxxxx and Xx. Xxxxxxxx Xxxxxxx de Eid representing
EMBOTELLADORA "LA XXXXXXX LTDA," and Xxxx Xxxxxxxxxx Gahona, representing TESORO
CORPORATION, declare having read and understood all and each one of the clauses
of the present contract expressing our absolute agreement with its contents,
agreeing to resolve any divergence under the norms of the laws of the Republic
of Bolivia, as proof we execute in 2 (two) counterparts of the same context and
to the same effects of law on this the 30 day of Sep. 1993.
Translation, Not valid without original is Spanish.
ACCEPTED ONLY AS ACCURATE TRANSLATION. WITHOUT THE LEGAL VALIDITY OF THE
ORIGINAL CONTRACT IN SPANISH. A COPY OF WHICH SHALL ALWAYS BE ATTACHED HERETO.
ACEPTADO SOLAMENTE COMO UNA TRADUCCION FIEL. NO TIENE LA VALDIEZ LEGAL DEL
CONTRATO ORIGINAL ESPANOL UNA COPIA DEL CUAL XXXXXX SER ACOMPANADA.
EMBOTELLADORA "LA XXXXXXX LTDA,"
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/s/ Xxxx Xxxxxxx Xxx Xxxxxxx /s/ Xxxxxxxx Xxxxxxx de Eid
General Manager Co-General Manager
TESORO CORPORATION
/s/ Xxxx Xxxxxxxxxx
President
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