EXHIBIT 10.11
PLEASE NOTE THAT WE HAVE REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS
OF THIS EXHIBIT, WHICH PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED. AN [*] INDICATES THE PLACES IN THIS EXHIBIT
WHERE MATERIAL HAS BEEN OMITTED.
LETTER OF AGREEMENT
This Letter of Agreement outlines the understanding between S & K Sales Co.
(HEREIN AFTER REFERRED TO AS S & K) located at 0000 Xxxxxxx Xxxxx, Xxxxxxxx
Xxxxx, Xxxxxxxx 00000, and Military Resale Group, Inc., (HEREIN AFTER REFERRED
TO AS DISTRIBUTOR) located at 0000 Xxxxxxxxx Xxxxxx, Xxxxxxxx Xxxxxxx, Xxxxxxxx
00000.
1. Effective November 1, 2001, S & K appoints Distributor as the military
warehousing and delivery agent to the military installations listed on
Attachment "A" for products listed on S & K's non-perishable ROA with
DeCA as listed on Attachment "B."
2. a) Distributor will purchase products based on Distributor regular
price provided y S & K. Distributor will maintain sufficient
inventories to provide complete and on-time deliveries, via FDS-DTI and
DOORS - type DeCA contracts as required by DeCA.
b) Orders will be placed with S & K via EDI except for Xxxx Brothers.
Orders should be multi-vendor.
c) Orders for Xxxx Brothers products will be sent via EDI 875 to Xxxx
Brothers.
3. Product will be delivered to Distributor from multiple vendor
warehouses. A copy of each Receiving Document will be faxed or mailed
to:
S & K Sales Co.
0000 Xxxxxxx Xxxxx
Xxxxxxxx Xxxxx, XX 00000
Attn: Xxxxx Xxxxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
4. S & K will issue an invoice per delivery to Distributor at Distributor
regular price with terms of 2% 10 Days Net 30 Days except for Xxxx
Brothers. Xxxx will invoice Distributor directly and Distributor will
remit directly to Xxxx to address indicated on invoice.
5. Distributor will remit for all invoices issued by S & K via check to:
S & K Sales Co.
X.X. Xxx 00000
Xxxxxxxxx, XX 00000-0000
Back-up documentation is required for all deductions.
6. Distributor will furnish roll-up information via EDI 867 on all
products including Xxxx Brothers to S & K's no later than (10) days
following close of roll-up period.
7. S & K Sales will invoice military customer and issue credit or check to
Distributor for full value of merchandise shipped and billed to
military customer based on Distributor Regular Price. S & K will pay a
drayage fee based on Distributor Regular Price by check to Distributor
per attachment "B."
8. Payment/credit for value of merchandise and drayage will be paid by S &
K on or about the 20th of the month. Payment will cover rollups for the
4th and 3rd previous periods (e.g. October 20 covers August 16-31 and
September 1-15).
9. Distributor agrees to accept all deliveries against orders entered by
Distributor. Damaged merchandise should be rejected. Distributor to
contact S & K should hidden damage claims occur.
10. This agreement may be amended in writing from time to time to add
additional vendors that may be added to S & K's non-perishable ROA with
DeCA.
11. This agreement may be terminated by either party upon sixty (60) days'
written notice. At that time, Distributor shall return all undelivered
full unopened cases to addresses provided by S & K and Distributor
shall receive credit for all returned merchandise. Any outstanding
account balance will be settled within 30 days.
DISTRIBUTOR: S & K SALES CO.:
Name: XXXXX X. XXXXX Name: XXXXX XXXXX
---------------------------------- ---------------------------------
Title: PRESIDENT Title: VICE PRESIDENT
---------------------------------- --------------------------------
Signature/Date: /s/ XXXXX X. XXXXX 10/22/01 Signature/Date: /s/ XXXXX XXXXX 10/18/01
--------------------------- ------------------------
ATTACHMENT A
MILITARY RESALE GROUP, INC.
F. E. XXXXXX
XXXXXXXXXXX ARMY BASE
AF ACADEMY
FT. XXXXXX
XXXXXXXX AFB
XXXXXXXXX AFB
ATTACHMENT B
MILITARY RESALE GROUP, INC.
MANUFACTURER DRAYAGE FEE
Barilla [*]
Blistex [*]
Xxxx Brothers [*]
Pactiv [*]
Premier Valley [*]
Rayovac [*]
Sunshine Makers [*]
