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EXHIBIT 10.29
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December 16, 1998
XXXX XXXXXX DIRECT
0000 XXXXXXX XXXXX
XXXXX XXXXX, XX 00000
When executed by both you, Xxxx Xxxxxx Direct and us, Xxxxxxxxx Inc., this
letter will constitute our agreement as follows:
1. You hereby sell to us and we hereby purchase from you the products listed
on the attached Exhibit "A" (the "Products") at a purchase price of
$1,298,098 payable by us as specified in paragraphs 4 and 5 below. Title
shall pass from you to us, free and clear of any liens, claims and
encumbrances upon the execution of this agreement.
2. You will ship the Products F.O.B. Santa Xxxxx to such designees as we shall
hereafter advise from time to time within the next thirty (30) days, it
being understood that shipment shall be made within seven (7) days of our
advice. Upon shipment of the Products, you shall promptly provide us with a
copy of all bills of lading and packing lists. You agree to store and
maintain risk of loss insurance for the Products at your expense for our
benefit until they have been delivered to us and/or our designees.
3. You represent and warrant that the Products are demonstration goods in
merchantable condition with a customary shelf-life when shipped and shall
be fully packaged as is customary with only original factory markings
and/or labels. You further warrant that the Products comply with all laws
and regulations applicable to such products and that the sale and/or
distribution of the Products as contemplated hereunder does not require
qualification by us with any regulatory or governmental agency or
otherwise.
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4. In full payment for the Products, we hereby establish on our books a trade
credit to your account in the amount of $1,298,098 and you may use such
trade credit as specified in subparagraphs below:
Media
(a) At your direction and upon your written authorization, we shall
place media on your behalf. A percentage of the "net cost" (as
defined below) of all media acquired by us on your behalf shall be
payable by you in cash. The difference between our cost to you and
the net cost of such media shall be charged against your trade
credit. For purposes of this agreement, "net cost" shall mean (i)
for spot TV, cable TV and radio time, mutually agreed upon costs per
point and (ii) for print advertising, the applicable earned rate
card prices, all applied and adjusted at the time the media is
requested.
Goods And Services
(b) You may advise us from time to time of any goods and services you
require and the price at which the same are available to you. We
will then advise you of our cost to you in cash and trade credits to
obtain such goods and services. Upon your acceptance of the costs
and your payment to us, we will obtain the same for you.
Vendor Trading
(c) You may introduce us to certain vendors who will accept trade
credit in partial payment for goods or services. Upon such vendor's
agreement and your receipt of goods or services, we will establish
trade credit to their account (and reduce trade credit from yours),
it being understood that all commercial terms (including the amount
of trade credit accepted) shall be agreed upon between you and such
vendor. You shall pay to us, in cash, 15% of the trade credit
earned by your vendors, it being understood that we will invoice you
at the end of each quarter with net thirty (30) day payment terms.
(For Example: When you and your vendor agree to an 80/20 cash/trade
ratio as applied to a $1.00 purchase and you receive goods or
services, you would pay $.80 in cash to vendor, $.03 in cash to us,
and $.17 in trade credit reduction -- your vendor receives $.80 in
cash and $.20 in a newly established trade credit from us.)
(d) Our obligations to you under this paragraph 4 (which represents our
sole obligation to you in payment for the Products) shall completely
expire 36 months from the date hereof. To the extent that you
provide us with reasonable opportunities to place available and
barter eligible media or to provide goods or services hereunder, we
shall use our reasonable good faith efforts to provide such media,
goods or services to you. However, we make no representation as to
the availability of any media, goods or services.
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5. We will pay you, in cash, $65.00 for each full set of Products listed on
Schedule I to the annexed Exhibit A and received by us and/or our designees
as provided herein cash payment shall be made within two (2) business days
after receipt and acceptance of such Products. The trade credits
established herein shall be automatically reduced dollar for dollar by the
amount paid to you.
6. Upon receipt of your payment due us for media, goods and services, you will
not be responsible for payment to any station, publication or applicable
vendor and we will indemnify and hold you harmless from any and all claims
for such payment from any station, publication or applicable vendor.
Regarding broadcast, payment to us shall be made not less than thirty (30)
days prior to broadcast airing. As it pertains to print, payment shall be
thirty (30) days prior to the published closing dates. You agree to
indemnify and hold us harmless from and against any claims, losses,
damages, or liabilities (including, without limitation, reasonable
attorney's fees and expenses) arising from any use of, or defect in, the
Products or any infringement of any trademark, copyright or other
intellectual property claimed to be made by any third party.
7. This letter and the attached Exhibit "A" contain our entire agreement with
respect to the subject matter hereof and may not be modified except in
writing by both parties hereto. Except as specifically provided herein,
neither party has made any representations or warranties. Neither this
agreement nor the credit established herein may be transferred or assigned
by you. The Supreme Court of the State of New York, New York County, and
the United States District Court for the Southern District of New York
shall have exclusive jurisdiction over any dispute arising hereunder.
Very truly yours,
XXXX XXXXXX DIRECT XXXXXXXXX, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx, Xx. By: /s/ illegible
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Title: President Title: President
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EXHIBIT "A"
Date: December , 1998
XXXXXXXXX INC.
and
XXXX XXXXXX DIRECT
Country of Code Date Shelf Trade
Model # Origin Item Expiration Life *Quantity Value Total
------- ------ ---- ---------- ---- --------- ----- -----
SEE ATTACHED SCHEDULE I AND SCHEDULE II
TOTAL TRADE VALUE $1,298,098
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* The purchase price of the Products set forth in paragraph #1 and the amount of
the credit set forth in paragraph #4 will be appropriately adjusted for any
increase or decrease in the quantity of the Product delivered hereunder based
upon the trade values set forth above. Notwithstanding the forgoing, such
purchase price or credit shall not be increased or decreased by more than 10%,
and the Client shall not be relieved of its obligation hereunder to deliver
at least 90% of each item comprising the Products.
SAMPLE: Xxxxxxxxx may request, at its discretion, a number of samples of each
item. Details and actual quantities of samples to be coordinated between
your company and our merchandise department.
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SCHEDULE II - SINGLE CLUBS
TRADE
MODEL ITEM *QUANTITY VALUE TOTAL
----- ---- --------- ----- -----
LADIES Lob Wedge 4 $65.00 $260
SENIOR Lob Wedge 16 $65.00 $1,040
REGULAR Lob Wedge 123 $65.00 $7,995
FIRM Lob Wedge 35 $65.00 $2,275
STIFF Lob Wedge 348 $65.00 $22,620
X-STIFF Lob Wedge 9 $65.00 $585
SUB-TOTAL 535 $34,775
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LADIES MAGIC 9.0 Titanium Wood 3 $189.00 $567
SENIOR MAGIC 9.0 Titanium Wood 14 $189.00 $2,646
REGULAR MAGIC 9.0 Titanium Wood 102 $189.00 $19,278
STIFF MAGIC 9.0 Titanium Wood 258 $189.00 $48,762
LADIES MAGIC 10.5 Titanium Wood 1 $189.00 $189
SENIOR MAGIC 10.5 Titanium Wood 55 $189.00 $10,395
REGULAR MAGIC 10.5 Titanium Wood 98 $189.00 $18,552
STIFF MAGIC 10.5 Titanium Wood 69 $189.00 $13,041
LADIES MAGIC 3 Titanium Wood 5 $189.00 $945
SENIOR MAGIC 3 Titanium Wood 1 $189.00 $189
STIFF MAGIC 3 Titanium Wood 48 $189.00 $9,072
STIFF MAGIC 5 Titanium Wood 18 $189.00 $3,402
LADIES CUBIC BALANCE 9.0 Titanium Wood 3 $189.00 $567
SENIOR CUBIC BALANCE 9.0 Titanium Wood 57 $189.00 $10,773
REGULAR CUBIC BALANCE 9.0 Titanium Wood 107 $189.00 $20,223
STIFF CUBIC BALANCE 9.0 Titanium Wood 34 $189.00 $6,426
X-STIFF CUBIC BALANCE 9.0 Titanium Wood 1 $189.00 $189
SENIOR CUBIC BALANCE 10.5 Titanium Wood 45 $189.00 $8,505
REGULAR CUBIC BALANCE 10.5 Titanium Wood 25 $189.00 $4,725
STIFF CUBIC BALANCE 10.5 Titanium Wood 12 $189.00 $2,268
X-STIFF CUBIC BALANCE 10.5 Titanium Wood 2 $189.00 $378
SUB-TOTAL 958 $181,062
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TOTAL 1,493 $215,837
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SCHEDULE I - COMPLETE BOXED SETS
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Trade
Model Item *Quantity Value Total
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LADIES 3-PW (8 Piece Set) 4 $449.00 $ 1,796
SENIOR 3-PW (8 Piece Set) 46 $449.00 $ 20,654
REGULAR 3-PW (8 Piece Set) 645 $449.00 $ 289,605
FIRM 3-PW (8 Piece Set) 23 $449.00 $ 10,327
STIFF 3-PW (8 Piece Set) 475 $449.00 $ 213,275
X-STIFF 3-PW (8 Piece Set) 6 $449.00 $ 2,694
SUB-TOTAL 1,199 $ 538,351
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SENIOR 3-SW (9 Piece Set) 14 $499.00 $ 6,986
REGULAR 3-SW (9 Piece Set) 411 $499.00 $ 205,089
FIRM 3-SW (9 Piece Set) 6 $499.00 $ 2,994
STIFF 3-SW (9 Piece Set) 659 $499.00 $ 328,841
SUB-TOTAL 1,090 $ 543,910
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TOTAL 2,289 $1,082,261
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PLEASE NOTE THAT ALL EIGHT AND NINE PIECE SETS MUST BE BOXED
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