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Exhibit 10.70
December 6, 1996
VIA FACSIMILE AND U.S. MAIL
Xxxxxx X. Xxxxxx
Xxxxx Xxxxxxxx & Xxxxxxx
0000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000-0000
RE: RIDE, INC./STRAIGHT LINE WATER SPORTS, INC.
Dear Xxxxx:
The following sets forth the terms of the understanding resolving the issues in
dispute in connection with that certain Exclusive OEM Agreement ("Agreement"),
dated as of July 26, 1995, by and between Ride Snowboard Company ("Ride") and
Straight Liner Water Sports, Inc. ("Straight Line").
1. Board Number. Straight Line shall manufacture, and Ride shall
purchase, a total of 6,000 snowboards (collectively, "Boards") comprised as
follows: (a) 1,500 compact snowboards for which Straight Line currently
maintains top sheets in inventory; (b) 000 Xxxxx X snowboards currently
completed and awaiting delivery; (c) balance as may be determined by Ride in
consultation with Straight Line. The number of Grade B and Grade C Boards that
Ride shall be obligated to accept hereunder shall not collectively exceed 10%
of the total.
2. Delivery. The delivery schedule for the Boards shall be as
reasonably requested by Ride, commencing on or after January 1, 1997. All
other terms of delivery shall be as described in the Agreement.
3. Payment. Ride shall pay Straight Line the current account
receivable balance of $180,079.07, without warranty holdback, on or before
December 15, 1996. No interest shall be due on this sum provided payment is
timely made as described herein. Payment terms for the Boards shall be as
described in the Agreement.
4. Warranty. Straight Line shall warrant the Boards on a one-for-one
basis in conformance with Straight Line's standard board warranty. Straight
Line and Ride shall each appoint a technical representative to review and
approve or reject each warranty claim. In the event the parties' warranty
representatives disagree as to the warranty coverage of a particular claim,
such representatives shall reasonably agree on a neutral third party of
sufficient knowledge to make a binding determination. The warranty obligation
of Straight Line set forth herein shall apply to and be binding upon any third
party that may by assignment, purchase, merger or other form of transfer retain
title or interest in and to all or substantially all of Straight Line's assets
while Straight Line's warranty obligation remains in effect, and Straight Line
shall cause such successor third party to execute such instruments as Ride may
reasonably request acknowledging and agreeing to such warranty obligation.
5. Scheduling. Ride acknowledges Straight Line's desire to
manufacture the Boards in period of 12-weeks without interruption. Straight
Line acknowledges that some or all of the Boards shall bear graphics for the
1997-1998 season, which graphics are currently in the process of completion.
Ride shall make every good faith effort to complete and submit the graphics to
Straight Line in a manner that will not cause material interruption in Straight
Line's manufacturing process; provided, that a brief interruption in
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such process shall not be deemed material provided Ride is diligently and in
good faith proceeding with the completion and delivery of said graphics.
6. Molds. Promptly upon completion of the Boards, Straight Line
shall transfer the Board molds, designs, specifications and related tooling, if
any, to Ride in whole and complete condition, normal wear and tear excepted.
7. Good Faith. Straight Line and Ride each shall work with the other
in good faith to insure the terms, purpose and intent of the parties' as
described in this Letter Agreement are achieved.
9. Release. Upon final payment for the Boards and delivery of the
Molds as described herein, each party shall be released from their respective
obligations and liabilities arising under the Agreement and this Letter
Agreement, provided such release shall not apply to Straight Line's warranty
obligation or such other obligations of the parties as may arise in connection
with the use of the Boards by third parties. The parties shall execute a form
of Release memorializing the terms of such release, provided the release
described herein shall be sufficient, effective and enforceable in any court of
competent jurisdiction in the event such form of Release is not so executed.
10. Integration. Except as modified herein, the terms and conditions
of the Agreement shall remain in full force and effect.
Should the foregoing conform to your understanding of the parties' agreement,
kindly sign the subjoined Acknowledgment where indicated and return a duplicate
original form of this Letter Agreement to me in the enclosed self-addressed
envelope. Thank you.
Yours very truly,
/s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
General Counsel
DHD/ss
enclosure
cc: Xxxxx Xxxxx
Xxxxx Kaznits
Xxxx X'Xxxxxx
ACKNOWLEDGED, UNDERSTOOD AND AGREED TO:
STRAIGHT LINE WASTER SPORTS, INC.
By /s/ Xxxxxxx X. Gai
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Its CEO
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Date 12/9/96
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