Exhibit 10.27
AGREEMENT
This Agreement made April 6, 1998 at New York, New York, by
and among Prestige Fine Jewelry LLC, a Delaware limited liability company
("Fine") and Prestige Chain, Inc., a New York Corporation ("Prestige"), and
Zecki Kochisarli, individually ("Zecki").
FOR GOOD AND VALUABLE CONSIDERATION, the receipt whereof is
hereby acknowledged, the parties hereto agree as follows:
1. Prestige agrees to manufacture, on an exclusive basis for Fine, except
as provided below, jewelry consisting of gold and other precious metals in
conformity with designs, specifications and other instructions rendered by Fine
to Prestige from time to time.
2. All jewelry manufactured by Prestige for Fine shall utilize Fine's
materials to be supplied by Fine to Prestige on an as needed basis as determined
by Fine (the "Fine Goods"). All Fine Goods, in all stages of production, shall
be segregated and not commingled with goods of Prestige or others. In order to
determine the amount of replacement of gold necessary for Fine to supply to
Prestige, Prestige shall notify Fine of the amount of materials used or to be
used by Prestige in the manufacture of the goods to fill each order and the time
necessary to complete the manufacturing process.
3. Prestige may manufacture jewelry for its own account using its own
materials, provided there is insufficient Fine Goods available for such
manufacture and provided further, that such jewelry items are sold only to
customers in the wholesale business who are listed on Schedule A annexed hereto
("Wholesale Goods"). All of Prestige's gold and other materials provided that
used in the manufacture of Wholesale Goods shall be physically segregated from
the Fine Goods.
4. Prices for each item of jewelry manufactured by Prestige for Fine shall
be mutually agreed upon prior to manufacture.
5. Prestige shall properly safeguard all of the Fine Goods, in all stages
of production from raw materials, work in process to finished goods and maintain
insurance coverage for the Fine Goods naming Fine or its designee as a loss
payee, with such insurance carriers covering such risks and in such amounts as
Fine deems appropriate.
6. Zecki represents and warrants that he owns the machinery and equipment
listed on Schedule B used in the manufacture of jewelry (the "Machinery") free
and clear of all liens and encumbrances and covenants and agrees that he will
not hereafter encumber the Machinery or permit to exist any liens or security
interests against the Machinery.
7. When jewelry has been completed in accordance with the purchase order
and is ready for shipment to Fine's customers, Prestige shall invoice Fine for
services rendered for the manufacture of the jewelry providing for normal
payment terms in the jewelry industry. Simultaneously, Fine shall invoice the
customer for the price of the finished Fine Goods and Prestige shall arrange for
shipment of the finished Fine Goods from its premises to the customer, as agent
for Fine.
8. Any goods returned for any reason shall be returned to Prestige at its
manufacturing facilities, shall become part of the Fine Goods and shall be
subject to Fine's further instructions as to the disposition of such returned
goods.
9. Fine shall, during normal business hours, have access to all premises
maintained by Prestige for the purpose of inspecting the Fine Goods and to
review the books and records of Prestige with respect to the Fine Goods and the
sales thereof.
10. None of parties hereto may assign any of their respective rights under
this Agreement to any third party without the prior written consent of all of
the other parties hereto. Any dispute, controversy or claim arising out of or in
relation to this Agreement or any modification thereof shall be resolved by
arbitration, which shall be held in the City of New York in accordance with the
laws of the State of New York and rules then obtaining of the American
Arbitration Association.
11. This Agreement shall be governed by and construed in accordance with
the law of the State of New York and each of the parties hereto consent to the
jurisdiction of the Supreme Court of the State of New York and of the United
States District Court for the Southern District of New York for all purposes in
connection with any such arbitration.
IN WITNESS WHEREOF, Zecki has executed these presents and Fine and Prestige
have caused these presents to be executed by their proper officers who are duly
authorized as of the day and year first above written.
PRESTIGE CHAIN, INC.
By: /s/ Zecki Kochisarli
PRESTIGE FINE JEWELRY, LLC
By: /s/ Xxxxxxx XxXxxxxx
/s/ Xxxxx Xxxxxxxxxx
XXXXX XXXXXXXXXX
