EXHIBIT 10.1(a)
The omitted portions indicated by brackets have been separately filed with the
Securities and Exchange Commission pursuant to a request for confidential
treatment under Rule 406 under the Securities Act of 1933, as amended.
Batesville Casket Company, Inc.
CASKET SUPPLY AGREEMENT
VALUE PLUS
AGREEMENT, made between Batesville Casket Company, Inc. an Indiana Corporation
("Batesville"), and, Prime Succession with its principal location at 000 Xxxxxxx
Xxxxxx, referred to hereafter as ("Funeral Director"), to become effective
beginning with the 1st day of January, 1993.
1. Funeral Director, recognizing Batesville's delivery and consistency of
supply capabilities, agrees to establish an initial inventory ("Initial
Inventory") and to make available for resale no less than * Batesville
Caskets purchased from Batesville within 60 days from the date hereof.
Funeral Director may increase the number of Batesville Caskets in the
Initial Inventory at any time, but in any event, agrees to make available
for resale no less than * Batesville Caskets throughout the term of this
Agreement.
2. Each Batesville Casket purchased from Batesville during the term hereof
will be invoiced on a monthly statement at terms of * % discount if
payment is received by the 15th of the month following the month of
delivery, or net * days. Funeral Director agrees to pay such invoices
pursuant to such term; or such other terms upon which Funeral Director and
Batesville mutually agree. Funeral Director agrees to pay a service charge
as shown on this monthly statement from Batesville Casket Co., Inc., on
all invoices that are past due.
3. Within 30 days after each anniversary date of this Agreement, Batesville
agrees to pay Funeral Director a rebate based on Funeral Director's
purchases from Batesville during each contract year of this Agreement. The
rebate will be based on the schedules attached hereto. Batesville retains
the right to apply any rebate payment to any past due balance owing
Batesville.
4. Funeral Director agrees that Batesville or its authorized representative
may verify, on a monthly basis, that the Initial Inventory level remains
available for resale. In the event the Initial Inventory falls below the
agreed level, this Agreement shall terminate immediately and further
purchases of Batesville Caskets shall be pursuant to Batesville's standard
terms.
5. Funeral Director shall be named as an additional insured on Batesville's
$5,500,000 Products Liability Insurance Policy with respect to occurrences
during the policy period as defined by Batesville's policies of insurance
relating to any manufacturing defects in products manufactured by and
purchased from Batesville. Coverage shall exist under and pursuant to the
terms of the policies, provided the Funeral Director:
a. displays the Batesville warranty certificate provided with each
Batesville casket prominently therewith in the selection room or
makes the warranty certificate available to clients as required by
law; and
b. Presents said warranty certificate to such clients at the time of
rendering the service statement; and
c. Uses reasonable care in handling of Batesville caskets while under
Funeral Director's control; and
d. Upon an occurrence:
i. Notifies Batesville immediately; and
ii. Gives Batesville and/or the insurer full and complete
control over the disposition of any claim arising out of the
occurrence, including the right to defend or settle on behalf of
Batesville and Funeral Director, and
iii. Cooperates fully with Batesville and/or the insurer in all
matters respecting any claims.
Coverage shall not apply to any product manufactured by others
notwithstanding its sale by Batesville.
6. This Agreement shall continue in force until terminated by either party
upon 30 days written notice. This Agreement may not be assigned by Funeral
Director without express written consent of Batesville and shall be
construed according to the laws of the State of Indiana.
* See Attached
BATESVILLE CASKET COMPANY, INC. Prime Succession
FUNERAL ESTABLISHMENT:
/s/ Xxxxxxx XxXxxxx /s/Xxxxxx Xxxxxxx
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By: By:
1/1/93 1/1/93
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Date: Date:
BATESVILLE'S VALUE PLUS REBATE PROGRAM (ADDENDUM)
Prime Successions' participation in Batesville Casket Company's Value Plus
Rebate Program is conducted through the funeral homes and/or related businesses,
corporations, etc., acquired by Prime Succession. Therefore, Batesville Casket
Company recognizes all of Prime Successions' businesses, that are at or above
80% floor representation, and the purchases of Batesville caskets by those
businesses, to be combined for an annual rebate.
The purpose of this addendum is to state the procedures that will occur if and
when a business is acquired in the middle of the rebate period. Some businesses
that are acquired may already be participating in Batesville's Value Plus Rebate
Program. If indeed this is the case, then the following guidelines will take
effect:
All purchases made by the acquired business, during it's respective rebate
period, will be included into the Prime Succession Rebate Contract, as
well as all purchases forward from date of the acquisition to the end of
Prime Succession's Rebate period, if the firm acquired is at or above the
80% floor representation level.
On the other hand, if the acquired firm is not participating in Batesville's
Value Plus Rebate program, then the following procedure will take place:
Only those purchases of Batesville caskets that are billed out after the
acquisition date will count towards Prime Successions' annual rebate, if
indeed that funeral home is at or above the 80% floor representation
level.
o Firms below the 80% level will stand alone for rebate purposes.
o Any rebates owed to former owners will be handled by Prime
Succession accordingly.
CASKET SUPPLY AGREEMENT
FLOOR PERCENTAGE TERMS
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BATESVILLE CASKET COMPANY, INC.
CASKET SUPPLY AGREEMENT
REBATE SCHEDULE
The rebate will be determined from the average wholesale price of all caskets
purchased from Baresville under this agreement multiplied by the number of
caskets purchased times the applicable rebate percentage shown below.
BATESVILLE CASKETS
PURCHASED REBATE PERCENTAGE
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