October 4, 1996
Messrs. Xxxxxxx and Xxxxxx
XXXXX-XXXXX MASCHINENNADEL GmbH
Reichsweg 19/42
Postfach 0000
X-00000 Xxxxxx Xxxxxxx
Re: AGREEMENT between
XXXXX-XXXXX/MUVA and
/UNITY/SUNBRAND
Gentlemen:
I am In receipt of your fax of September 30, 1996 pointing out the error
on page 4 of the above agreement regarding minimum purchase levels of Unity. We
are in agreement with the revision to the levels as you discussed with Xxxx Xxx
in June and inadvertently executed an earlier draft of the agreement.
As discussed with Xxxx Xxx, the levels for Unity will be as follows:
1 Jan 97 - 31 Dec 97 9.0 million needles
1 Jan 98 - 31 Dec 98 10.0 million needles
Enclosed is a revised page 4 of the agreement which I have initialled.
Please indicate acceptance of this by signing the enclosed duplicate of this
letter and returning to me.
I wish to thank you for bringing this to my attention.
Regards.
Sincerely,
/s/ Xxxx X. Xxxxxxx, Xx.
---------------------------------
Xxxx X. Xxxxxxx, Xx.
A G R E E M E N T
Between Messrs: XXXXX-XXXXX MASCHINENNADEL GMBH
(called hereafter RN)
&
MUVA MASCHINENNADEL GMBH
(called hereafter MUVA)
both located at Xxxxxxxxx 00-00
00000 Xxxxxx
Xxxxxxx
(collectively called hereafter RN/MUVA)
and Messrs: WG, Inc.
(called hereafter WG)
located at 000 Xxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxxxx 00000-0000
XXX
including Unity Sewing Supply Co.
A Division of WG, Inc.
Carteret, New Jersey, USA
&
Sunbrand
A Division of WG, Inc.
Atlanta, Georgia, USA
1. This agreement becomes effective January 01 1997 and supersedes all
previous agreements.
2. RN/MUVA grant the exclusive sales rights for RN and MUVA brand sewing
machine needles to WG for the territory of the United States of America
for the term specified in paragraph 10 but not exempt the provisions of
paragraph 11.
3. WG agree not to represent any other manufacturers of sewing machine
needles or to import, either directly or indirectly, sewing machine
needles in the U.S.A. from other sources unless with the knowledge and
approval of RN/MUVA. Except that SB will be permitted to sell Schmetz
needle in reasonable quantities over the term of this agreement. For each
and every breach of this obligation the agreement can be terminated by
RN/MUVA under the provisions of paragraph 13.
2
WG shall inform us on the RN/MUVA needle sales of each month and stock
level at the end of the month. This information to be submitted latest 3
weeks from the past month. WG shall not reveal, either during the term of
the agreement or after its termination, the trade secrets of RN/MUVA nor
use such secrets otherwise than for purposes of the agreement.
4. All enquiries received by RN/MUVA from interested parties in the U.S.A.
will be passed to WG. WG shall always keep RN/M W A informed of their
activities as well as of the market conditions within the territory and
their special promotion and sales activities.
5. Payment terms are for UNITY 30 days after invoice date ./. 1.75% and for
SUNBRAND by draft 120 days from shipping date. All losses caused by
delayed settlement of invoices are for the account of WG and are to be
paid promptly. The goods remain the property of RN/MUVA until complete
payment is received.
6. Present prices are as in the enclosed annex 1 in US$ and are CIF port of
entry, customs duties not included. Prices will be changed according to
market conditions and/or unavoidable increases in the cost price of the
products. Prices can be modified if significant changes occur in the
US$/DM exchange rate.
7. RN/MUVA hereby grants WG a license which is exclusive for the U.S.A. to
use the RN and MUVA names and trademarks during the term of this agreement
but only in connection with the sale or use of sewing machine needles and
other needle products manufactured or sold by RN/X X X.
8. WG agrees to engage itself with all means reasonably available in the
promotion and sale of RN/MUVA needles in the U.S.A. In principle, the
costs of advertising and exhibitions will be for the account of WG.
9. WG is obliged to inform RN/MUVA in advance about all changes and
alterations in their present status (management, effective control
etc.) by registered letter.
10. The validity of this agreement is two years starting January 01,
1997. This agreement will be renewed automatically for the period of
one year unless either party notifies the other that the agreement
will not be renewed. This notice has to be made by registered letter
upon not less than three months warning. Expiration or termination of
this agreement shall not affect WG's right to receive and sell needles
which are on order or in their possession at the time of expiration or
termination and the license referred to in paragraph 7 shall continue
to the extent necessary to permit WG's disposition of such needles.
In case of gross negligence or exceptional circumstances each party has
the right to cancel the contract under the provisions of paragraph 13.
3
11. The specified minimum purchase volumes are applicable for the
following years:
XXXXX XXXXXXXX
----- --------
1/Jan. 97 - 31/Dec. 97 9.0 Million needles 6.0 Million needles
1/Jan. 98 - 31/Dec. 98 10.0 Million needles 7.0 Million needles
In case the above mentioned minimum purchase volumes are not reached, the
exclusive sales rights as in the provisions of paragraph 2 can be
cancelled by RN/MUVA upon not less than 90 days notice to WG.
12. German law applies. Place of jurisdiction is Aachen. In the event of any
dispute between the parties concerning or arising out of this agreement,
the same shall be settled by arbitration conducted in Aachen in accordance
with the rules of the International Chamber of Commerce and judgment upon
any award rendered by the arbitrators may be entered in Aachen.
13. No termination of this agreement may be effected or asserted by RN/M W A
without notice to WG stating the default and WG's failure to cure the same
within ten days thereafter. Any notice of default or notice pursuant to
paragraph 10 or 11 shall be in writing and shall be given either by
personal delivery against receipt or by facsimile transmission (with
acknowledgment of receipt).
14. Force majeure and other events which render the delivery substantially
more difficult or impossible for RN/MUVA, e.g. interruption of
production, loss, delays in the delivery of important raw materials,
strike, lock-out - whether in RN/MUVA's or his sub-contractors works
shall extend the delivery period by the duration of such hindrance,
plus reasonable initial period. In these cases, RN/MUVA shall also
have the right to rescind the delivery obligations affected by the
a.m. factors, in which event WG shall not be entitled to claim damages
therefor.
15. Except when the agreement is terminated by reason of a breach by either
party, no compensation shall be payable in consequence of a termination or
failure to renew the contract.
16. Should individual conditions of this agreement become invalid or be
rendered invalid at a later date, the validity of the remaining conditions
is not affected.
Aachen,
XXXXX-XXXXX/MUVA WG, INC.
MASCHINENNADEL GMBH
/s/ Xxxxxx & Xxxxxxx /s/ Xxxx X. Xxxxxxx
--------------------------- ---------------------------
4
UNITY SEWING SUPPLY CO.
/s/ Xxxx X. Xxxxxxx
--------------------------
SUNBRAND
/s/ Xxxxxxx Xxxxxx
--------------------------
PRICES FOR DOMESTIC SEWING MACHINE NEEDLES IN US $ PER 1,000
CIF NEWARK
Needle Self-Service card Self-Service card Chip Chip
5 needles 10 needles 5 needles 10 needles
----------------- ----------------- ----------- ------------
130/705 H $82,07 $69,70 $74,64 ?
Regular
130/705 H $89,61 $76,90 $82,00 $73,28
Ball Point
130/705 H $114,70 $102,10 $107,30 $98,40
Jeans
130/705 H $129,50 $116,80 $122,00 $113,10
Stretch
130/705 $129,50 $116,80 $122,00 $113,10
Leather
Blx1 $114,70 $102,10 $107,30 $98,40
Dcx1/ $137,30 $124,90 $130,00 $121,10
81x1
DCx1F $156,80 $144,10 $149,30 $140,60
PRESENT RANGE OF SELF-SERVICE DOMESTIC NEEDLE CARDS
Needle Sizes
------ -----
Regular 60/8, 70/9, 80/11, 90/14, 100/16, 110/18, 120/19
Assortments 5. 70/9 x 2
80/11 x 3
90/14 x 1
10. 70/9 x 2
80/11 x 3
90/14 x 3
100/16 x 2
Ball Point 70/9, 80/11, 90/14
Assortments 5. 70/9 x 2
2
80/11 x 2
90/14 x 1
10. 70/9 x 2
80/11 x 2
90/14 x 1
Jeans 90/14, 100/16,
110/18
Assortment 5. 90/14 x 2
100/16 x 2
110/18 x 1
PRICES INDUSTRIAL SEWING MACHINE NEEDLES USA IN US $ PER 1,000
CIF ATLANTA / NEWARK / LOS ANGELES
VALID FROM 1ST JULY 1995
Price Group US $ Price Group US$
----------- ---- ----------- ---
1 73,20 16 342,10
2 98,40 17 365,30
3 113,10 18 390,50
4 121,10 19 413,60
5 130,70 20 480,90
6 140,50 21 553,90
7 165,50 22 622,90
8 188,20 23 695,30
9 209,80 24 773,00
10 224,90 25 923,10
11 242,00 26 1.026,80
12 257,60 27 1.126,90
13 272,80 28 1.207,50
14 294,10 29 1.326,60
15 317,30 30 1.445,40
3
System US$
------ ---
UY 128 132,50
UY 154 GAS 285,30
UY 154 FGS 285,30
UY 154 GHS 285,30
UY 154 GJS 351,10
UY 154 GBS 432,30
UY 154 GCS 432,30
UY 154 GDS 432,30
UY 154 GFS 432,30
?? ? ? 432,30
206x13 58,20
Free Rot 69,00
130/705 H 65.50
?x1 65,50
SURCHARGE KUHLSEW:
Straight needles $ 28,70 per 1.000
Curved needles $45,20 per 1.000
SURCHARGE FOR SMALL SIZES:
#40 $48,10 per 1.000
#45 $40,50 per 1.000
#50 $36,60 per 1.000
#55 $31,80 per 1.000
