EXHIBIT 10.18
BROKERAGE AGREEMENT
WITH C.A. FORTUNE
SPECIALTY FOODS, INC.
BROKERAGE AGREEMENT
THIS AGREEMENT by and between, OSM, Inc.. with its principal office at 000
Xxxxxxxx, Xxxxxxx, XX 00000 (hereinafter called the Principal), and C.A. Fortune
Specialty Foods, Inc. with its principal office at 000 Xxxxxxxxx Xxxxx,
Xxxxxxxxxxxx, in the state of Illinois 60108 (hereinafter called the Broker),
WITNESSETH THAT, for and in consideration of the mutual agreements herein
contained, the parties hereto have agreed as follows:
1) The Principal appoints the Broker, effective August 6, 2008 as its
exclusive "specialty grocery" agent with the Distributors as noted
in Attachment A.
2) The Broker agrees to use its best efforts to sell and promote the
Principal's products to all specialty grocery accounts listed in
Attachment A, at prices, discounts and terms set forth by Principal.
All new Specialty Grocery customers to Principal, including
customers noted in Attachment A, will need prior approval from
Principal before presenting Principals products.
3) Products to be sold are all items designated by Principal.
4) PRINCIPAL agrees to pay the BROKER a commission of 5% for all earned
sales. PRINCIPAL agrees to pay BROKER on all earned commissions by
the 28th day of each month for all applicable invoices dated in the
previous month. PRINCIPAL will prepare and forward a Broker
Commission Summary Statement at the time of submitting `commission
payment recapping all invoices paid for that period as well as any
credit and/or deductions which may apply. Marketing Funds (slotting
funds, placement funds, free goods, ad funds or food show costs)
will not be deducted against Brokers net sales. Principal may deduct
from Broker's commissionable dollar total, for any credits issued to
customers for return, refused shipments, damaged, aged or spoiled
stock. See Attachment A for split commissions.
5) The Broker shall not be held responsible for unauthorized deductions
or charge backs for which the Principal or Broker has not approved.
The Broker will use its best effort to assist in repayment of
unauthorized deductions or charge backs
6) In the event the Principal or Broker wishes to terminate this
Agreement, written notice shall be given by either party with 30
days notice prior to the termination date via email, fax or
registered mail.
7) In the event written notice is not received, as noted in bullet (7),
the Broker shall continue to receive commissions on all orders
placed and shipped until written notice is received.
8) At the termination of this agreement, Principal agrees to pay all
commissionable dollars, for 30 days, earned and due to Broker within
the same parameters stated in number 4) of this agreement.
WITNESS OUR HANDS this 6th day of August 2008
Broker: Organic Sales and Marketing, Inc.
By: /s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxxxx X. X. Xxxxxxxx
---------------------- -------------------------
President President
Attachment A (Specialty Accounts):
The Principal (OSM, Inc.) appoints the Broker (C.A. Fortune Specialty Foods,
Inc.) effective ( August 6, 2008 ), as its exclusive selling agent in the
following Marketing Areas for Distributors listed:
Illinois & All Kehe Marketing Areas
**Except where current Principle (OSM, Inc.) represented Brokers exist in
the Northeast; which then CAF would receive 20% commission for HQ call &
broker in that market will receive 80% for Retail call.
Xxxxx & Xxxx Foods Company - Pittsburgh, PA
Amac Xxxxxx (formerly Xxxxxx Xxxxxx & Assoc) - Clinton Twp., MI
Carmella Foods Dist, Inc. - Fraser, MI
Design Pac - Northlake, IL
DPI Midwest - Arlington Heights, IL
European Imports - Chicago, IL
General Merchandising Services - Bellefontaine, OH
Xxxxx & Sons, Inc. - Carol Stream, IL
Xxxxx Xxxxxxxxxx Company - Skokie, IL
Xxx Xxxxx Food Distributors - Blue Island, IL Xxx
X. Xxxx & Sons - Canton, OH
Xxxxxx Foods, Inc. - Warren, MI
Lomar Distributing - Des Moines, IA
Xxxxxx Imports, Inc. - Grandville, MI
Xxxxxxx Distributing Company - Plymouth, MN
X. Xxxx Xx. Company - Detroit, MI
Xxxxxx'x, Inc. - Oconomowoc, WI
Royal Foods, Inc. - Minneapolis, MN
Serv-U-Success - Grandville, MI
Xxxxxxxxx Wholesale Foods - Sun Prairie, WI
Tree of Life - Milwaukee, WI
Tree of Life MW - Bloomington, IN
Xxxxxxx Distributing - Burnsville, MN
Valu Merchandisers Company - Memphis, TN
