CONTRACT
Exhibit
10.1
CONTRACT
June 1,
2010:
Gentlemen:
The
purpose of this CONTRACT ("contract") is to outline the terms pursuant to which
Brand Neue Corporation ("Brand Neue") will operate as the sole distributor for
Luma Vue, Inc. ("Luma Vue"). The terms of such transactions include
the following:
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1.
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Relationship:
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Luma
Vue shall grant Brand Neue the exclusive sales and distribution rights for
all Luma Vue products in the United States of America. Luma Vue
shall supply its products to Brand Neue in quantities necessary to fulfill
purchase orders entered into by Brand Neue with end users and accepted by
Luma Vue.
Luma
Vue reserves the right to refer customers to Brand Neue and negotiate
purchase orders on behalf of Brand Neue for such
customers. Brand Neue reserves the right, in its sole
discretion, to accept or reject the creditworthiness of the purchaser and
the payment terms of such purchase order.
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2.
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Purchase
Order
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Purchase
orders shall be negotiated and entered into directly with Brand Neue and
each customer. Once a purchase order is entered into, Brand
Neue shall submit such purchase order to Luma Vue and Luma Vue shall have
the right, in its sole discretion, to accept or reject such purchase
order.
Luma
Vue and Brand Neue will review potential purchase orders on a case by case
basis, and they shall split 50/50 any profit over and above Luma Vue's
quoted price to Brand Neue for the products.
Luma
Vue shall pay all manufacturing costs for products from its manufacturer,
and Brand Neue shall have no obligation for such
costs. Customers shall pay all shipping and warehouse
charges.
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3.
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Current
Accounts:
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Luma
Vue shall transfer to Brand Neue and Brand Neue shall accept all current
accounts of Luma Vue in North America. Brand Neue shall
continue to maintain such accounts going forward.
All
previous 3rd
party relationships arranged by Xxxx Xxx will continue under the
Distribution Agreement. A master list of accounts and sales
will be coordinated and communicated between Luma Vue and Brand
Neue.
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Commission
employees will continue to be paid under Luma Vue contracts by Brand Neue
and Luma Vue shall have no obligation for such commissions.
Once
Luma Vue provides notice to Brand Neue that it has accepted a purchase
order and confirmed with its manufacturer that the manufacturer will
timely manufacture the product, Luma Vue will receive ninety-two percent
(92%) of the total price reflected on such purchase
order. Brand Neue shall retain the remaining eight percent (8%)
of the total price reflected on such purchase order.
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4.
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Brand
Neue shall provide to Luma Vue a six-month forecast of sales of Luma Vue
products and shall be obligated to update such forecast on a quarterly
basis for the term of the Distribution Agreement.
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5.
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Representations
and Warranties:
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Brand
Neue and Luma Vue shall make representations and warranties customary for
a distribution agreement.
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6.
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Covenants:
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Brand
Neue shall use good faith efforts to solicit sales of Luma Vue
products. Brand Neue shall designate certain of its sales
personnel as sellers of Luma Vue products.
Luma
Vue shall use its good faith efforts to cause its manufacturer to ship
Luma Vue products on or before the date requested by Brand Neue in its
purchase order.
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7.
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Term/
Termination
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The
initial term of the Distribution Agreement shall be for one (1) : year
(the "Initial
Term"). The term shall automatically renew for
additional one (1) year terms. After the Initial Term, either
party shall have the right to terminate the contract, with just cause,
upon ninety (90) days prior written notice to the
other.
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8.
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Amount:
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Brand
Neue shall provide a line of credit in the amount of $500,000 drawn on
purchase orders to be used for Luma Vue products/inventory needs directly
related to purchase orders.
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9.
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Security
Interest:
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The
line of credit shall at all times be secured by a first lien on the
inventory of Luma Vue, and the Luma Vue products financed by such line of
credit.
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10.
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Maintenance
Costs:
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Brand
Neue shall be responsible for all costs of financing and maintaining the
$500,000 line of
credit.
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11.
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Repayment:
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Luma
Vue shall repay outstanding debt under the line of credit for the cost of
goods sold as sales proceeds are received per purchase order for products
financed under the line of credit. Brand Neue shall promptly
receive reports of (a) any use of the line of credit identifying the
products purchased with proceeds of the line of credit, and (b) all
repayments as sales proceeds are received.
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12.
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Purchase
of Inventory:
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Upon
entry into this contract, Brand Neue shall purchase $250,000 of Luma Vue
current inventory selected by Brand Neue.
The
terms of payment shall be:
$200,000
as of signing date.
$50,000
7 business days from signing
date.
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Accepted
by:
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LUMA
VUE, INC.
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By:
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Print Name:
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Title:
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BRAND
NEUE CORPORATION
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By:
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Print Name:
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Title:
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