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Exhibit 10.13
DISTRIBUTION AGREEMENT
This Distribution Agreement is made this 30th day of July, 1996,
between Beverage Works, Inc., a California corporation (hereinafter "SUPPLIER")
having its principal office at 9800 S. Sepulveda Blvd, # 720, Los Angeles, CA
90045, and Southern Wine & Spirits of America, Inc., d/b/a Southern Wine &
Spirits of California, (hereinafter "DISTRIBUTOR"), having its office at 17101
Valley View Av., Cerritos CA 90703.
RECITALS
A. SUPPLIER, through its wholly owned subsidiaries and other
affiliated companies, owns, operates and manages craft breweries that produce
the products described in Exhibit "A" to this Agreement (hereinafter
"PRODUCTS").
B. DISTRIBUTOR is in the business of marketing, selling and
distributing various beverage products, including beer.
C. SUPPLIER and DISTRIBUTOR desire to enter into an agreement
whereby DISTRIBUTOR will be the distributor of PRODUCTS within the geographical
area described in Exhibit "B" to this Agreement (hereinafter "TERRITORY").
Wherefore, pursuant to the terms and conditions set forth below and
the provisions of the Alcoholic Beverage Control Act of the State of
California, the parties agree as follows:
1. APPOINTMENT.
SUPPLIER hereby appoints DISTRIBUTOR as distributor of
PRODUCTS and grants to DISTRIBUTOR the exclusive right to market, sell and
distribute PRODUCTS within the TERRITORY.
2. PRODUCTS AND TERRITORY LIMITATIONS.
(a) The parties may, at any time during the term of this
Agreement, amend Exhibit "A" to add to the list of PRODUCTS to which this
Agreement applies. Any such amendment shall be in a writing signed by the
parties which identifies the product or products to be added and the date the
amendment shall take effect.
(b) SUPPLIER may, in its sole discretion, discontinue
production of any product described in Exhibit "A" or any amendment thereto
upon giving 30 days written notice to DISTRIBUTOR specifying the PRODUCT that
is to be discontinued. No product that will remain in production may be
deleted from Exhibit "A" or any amendment thereof during the term of this
Agreement unless DISTRIBUTOR agrees to the deletion in writing.
(c) DISTRIBUTOR shall not intentionally market, sell or
distribute PRODUCTS to any retail location outside the TERRITORY nor to any
wholesaler or other person or entity who DISTRIBUTOR knows or has reason to
believe will sell or distribute all or any part of such PRODUCTS outside of the
TERRITORY unless prior written
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authorization is obtained from SUPPLIER.
3. TERM OF AGREEMENT.
The term of this Agreement shall commence on the date set
forth above and shall continue until terminated in accordance with the
provisions of this Agreement.
4. RESPONSIBILITIES OF DISTRIBUTOR.
(a) DISTRIBUTOR shall use its best efforts to market,
promote and sell the PRODUCTS within the TERRITORY.
(b) DISTRIBUTOR shall maintain adequate and properly
trained personnel to handle all marketing, sales and distribution tasks
necessary to meet its obligations under this Agreement.
(c) DISTRIBUTOR shall develop a marketing and sales
program that is based on the size and type of accounts and potential accounts
within the TERRITORY and shall establish a schedule for periodic calls on
accounts at a regular frequency appropriate for the characteristics of each
account.
(d) DISTRIBUTOR shall maintain an adequate inventory of
PRODUCTS to supply the reasonably anticipated volume of orders from the
accounts within the territory. The inventory shall be rotated to ensure that
the oldest PRODUCTS are delivered first.
(e) DISTRIBUTOR shall use its best efforts to maintain a
cool, steady temperature in all facilities and vehicles used for the storage,
shipment and delivery of products. All kegs shall be properly serviced and
maintained in accordance with instructions thereon.
(f) DISTRIBUTOR shall not sell or distribute any PRODUCTS
that are out of date or otherwise known to be unfit. PRODUCTS marked with a
date code shall be sold only within a period of 4 months after the date code.
PRODUCTS marked with a "sell by" date shall not be sold after the "sell by"
date.
5. RESPONSIBILITIES OF SUPPLIER.
(a) All PRODUCTS shall be produced in accordance with
generally accepted brewing practices and quality standards.
(b) SUPPLIER, through its subsidiaries and affiliates,
shall sell to DISTRIBUTOR reasonable quantities of the PRODUCTS to serve the
TERRITORY, subject to the right of SUPPLIER to place DISTRIBUTOR on allocation
if the supply of PRODUCTS is for any reason insufficient to meet the demands of
all distributors. SUPPLIER shall not be liable to DISTRIBUTOR for the failure
to make PRODUCTS available or for the delay in delivery of PRODUCTS if such
failure or delay is caused by lack of sufficient supply or by any other
circumstances beyond the reasonable control of SUPPLIER.
(c) All point of sale and promotional materials produced
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by SUPPLIER shall be made available to DISTRIBUTOR at no cost to DISTRIBUTOR in
such amounts and at such times as SUPPLIER determines in its sole discretion.
SUPPLIER agrees to advertise and promote the PRODUCTS and to provide to
DISTRIBUTOR sales coordination and assistance to the extent SUPPLIER deems
appropriate.
(d) The PRODUCTS to be sold to Southern under this
Agreement shall be merchantable and fit for human consumption. The PRODUCTS
shall be manufactured, packaged and labeled in conformity with applicable U.S.
federal, state and local laws, rules and regulations, and the rules and
regulations of the United States Bureau of Alcohol, Tobacco, and Firearms and
the Food and Drug Administration. This includes, but is not limited to,
complete approval from the Bureau of Alcohol, Tobacco, and Firearms regarding
bottle labels for the PRODUCTS.
(e) The PRODUCTS to be sold to Southern shall be free and
clear of all liens. Neither the execution and delivery of this Agreement, nor
compliance with its terms and provisions, will result in the creation or
imposition of any lien, charge, encumbrance, or restriction of any nature upon
the PRODUCT to be sold to Southern.
(f) SUPPLIER shall utilize its best efforts to prevent
the sale of unauthorized shipments of the PRODUCTS in the Territory by entities
or persons other than Southern. In this regard, SUPPLIER shall not sell or
otherwise transfer the PRODUCTS to any wholesaler or distributor located
outside the Territory whom SUPPLIER knows, or has reason to believe, will,
either directly or indirectly, sell or otherwise transfer the PRODUCTS into the
Territory, including, but not limited to, any state agency.
6. PERFORMANCE STANDARDS.
There shall be established by mutual agreement of the parties
a performance standard applicable to each 12 month period during which this
Agreement is in effect and DISTRIBUTOR shall use its best efforts to achieve
these standards. The performance standard shall specify the minimum volume of
sales of PRODUCTS to be made within the TERRITORY each year. The performance
standard shall be agreed upon within 90 days of the commencement of this
Agreement and again each year thereafter within 90 days of the anniversary of
the commencement of this Agreement.
7. PRICING.
SUPPLIER shall sell the products to DISTRIBUTOR at the prices
specified from time to time in price lists published and posted by SUPPLIER.
The published prices shall clearly indicate any taxes, fees and transportation
costs that are included. Changes in the price lists may be made at any time by
SUPPLIER and shall be effective 60 days after such new price list is published
and posted. The price list in effect as of the commencement of this Agreement
is set forth in Exhibit "C" to this Agreement.
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8. DEPOSITS.
(a) DISTRIBUTOR shall pay a deposit of $12.00 for each
keg picked up from the producing facility. The sum of $12.00 shall be refunded
to DISTRIBUTOR for each keg returned by DISTRIBUTOR to the producing facility.
The sums to be paid by DISTRIBUTOR for deposits on kegs shall appear on the
invoices issued by the producing facility for the PRODUCTS ordered by
DISTRIBUTOR. The sums to be paid as refunds on kegs returned by DISTRIBUTOR
shall be set forth in invoices issued by DISTRIBUTOR to the producing facility.
DISTRIBUTOR shall pay to SUPPLIER an initial keg deposit of $0.00 upon
execution of this Agreement. Upon termination of this Agreement, SUPPLIER
shall refund to DISTRIBUTOR the initial keg deposit, less the sum of $50.00 for
each keg that is not returned by DISTRIBUTOR to SUPPLIER or the producing
facility.
(b) At the time PRODUCTS packaged in bottles are picked
up, DISTRIBUTOR shall exchange a standard 42 x 48 four way hard wood pallet for
each pallet picked up. DISTRIBUTOR shall pay to the producing facility the sum
of $7.00 for each pallet picked up for which an empty pallet is not left in
exchange. The charges for pallets shall appear on the invoices issued by the
producing facility.
9. ORDERING OF PRODUCT.
(a) DISTRIBUTOR shall place orders at such location as
shall be designated for the taking of orders in written notice given by
SUPPLIER to DISTRIBUTOR from time to time during the term of this Agreement.
Each order is subject to acceptance by SUPPLIER. The subsidiary or affiliate
that will produce the PRODUCTS ordered shall be designated by SUPPLIER at the
time the order is accepted. DISTRIBUTOR shall issue and deliver to the
location designated by SUPPLIER a written purchase order to confirm each order
placed. Each purchase order shall state whether DISTRIBUTOR will arrange for
the PRODUCTS to be picked up or whether SUPPLIER is to arrange for the delivery
of the PRODUCT to DISTRIBUTOR. Unless the listed price includes transportation
charges, DISTRIBUTOR shall be responsible for any and all transportation costs.
(b) An invoice shall be issued by the producing facility
to cover each order placed by DISTRIBUTOR. The invoice shall include all
taxes, fees and transportation costs to be paid by DISTRIBUTOR. On the date
issued, the invoice shall be mailed to DISTRIBUTOR and a copy shall be sent by
telefacsimile to DISTRIBUTOR.
10. PAYMENTS.
(a) DISTRIBUTOR shall pay all invoices within 30 days of
the invoice date.
(b) Each producing facility shall prepare and issue
statements on or about the 10th day of each month as to PRODUCTS for which
invoices were issued during the preceding month. Each
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statement shall clearly state the invoice number and the date of each order to
which it applies, the quantities of PRODUCTS ordered, the price per keg or
case, the amounts due for taxes, fees and transportation costs, the amounts due
for keg deposits and pallet charges, the total amount due under the current
statement and any previous balance.
(c) SUPPLIER shall pay all invoices to DISTRIBUTOR within
30 days of the invoice date.
(d) Both SUPPLIER and DISTRIBUTOR agree to discuss,
resolve and pay any disputed invoices within 15 days of the original invoice
due date.
11. LICENSES.
DISTRIBUTOR, at its own expense, shall obtain and maintain
current any and all licenses and permits required by any governmental or
regulatory agency or under any statute, ordinance or regulation for the right
to sell, distribute or transport alcoholic beverages. SUPPLIER shall cooperate
and provide any information and documentation needed by DISTRIBUTOR to obtain
or renew any licenses or permits to the extent such information is not
otherwise in the possession of or equally available to DISTRIBUTOR. Upon
reasonable request by SUPPLIER, DISTRIBUTOR shall provide copies of or other
satisfactory evidence of any such license or permit required in any
jurisdiction within which DISTRIBUTOR sells, distributes or transports
alcoholic beverages.
12. RISK OF LOSS.
Title and all risk of loss shall pass to DISTRIBUTOR upon
taking possession of the PRODUCTS, whether directly or through its designated
agent. If DISTRIBUTOR arranges for the PRODUCTS to be picked up, DISTRIBUTOR
shall be deemed to have taken possession at the time the bill of lading is
signed by or on behalf of DISTRIBUTOR or the agent of DISTRIBUTOR designated to
pick up the PRODUCTS. If DISTRIBUTOR orders PRODUCTS to be delivered, SUPPLIER
shall have the right to select the carrier for delivery. DISTRIBUTOR shall be
deemed to have taken possession of the PRODUCTS at the point of delivery at the
time the bill of lading is signed by or on behalf of DISTRIBUTOR or the agent
of DISTRIBUTOR designated to accept delivery. Where SUPPLIER selects the
carrier, it shall be SUPPLIER'S responsibility to select a carrier that has the
correct amount of insurance coverage (with a reputable insurance company) to
cover any loss while order is in transit.
13. BOOKS AND RECORDS.
DISTRIBUTOR shall provide to SUPPLIER monthly reports of sales
activity detailing the sales of PRODUCTS to each account within the TERRITORY.
Such reports shall be delivered to SUPPLIER on or before the 15th day of the
month following the month to which the report relates.
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14. LIMITED USE OF TRADENAME.
(a) SUPPLIER hereby grants to DISTRIBUTOR a non-exclusive
right and license to use the tradenames, trademarks, logos, designs and artwork
associated with the PRODUCTS (hereinafter "TRADENAMES") for the limited purpose
of marketing, selling and distributing the PRODUCTS within the TERRITORY.
DISTRIBUTOR shall acquire no rights, title or interest in the TRADENAMES other
than the specific rights granted hereunder.
(b) DISTRIBUTOR may include the TRADENAMES on its
stationary, advertising and other marketing materials provided that any such
written materials clearly reflect that DISTRIBUTOR is an authorized distributor
of the PRODUCTS to which the TRADENAMES being used relate. All use of the
TRADENAMES shall be in accordance with such policies as may be established by
SUPPLIER or the owner of the TRADENAMES. DISTRIBUTOR may not use any
TRADENAMES as part of its corporate or business name without the prior
authorization of SUPPLIER.
(c) DISTRIBUTOR shall not adopt, use or attempt to
register any word, symbol, logo or combination thereof which is identical with
or confusingly similar to any TRADENAMES. Upon termination of this Agreement,
SUPPLIER may apply to cancel any government or administrative acknowledgment of
the right of DISTRIBUTOR to use any TRADENAMES. DISTRIBUTOR shall not oppose
any such applications and shall consent in writing and join in such application
if so requested by SUPPLIER.
(d) DISTRIBUTOR shall not remove, alter, cover or
otherwise obliterate the TRADENAMES or any portion thereof which appear on the
PRODUCTS or the packaging associated with the PRODUCTS at the time of delivery
to DISTRIBUTOR without the prior written authorization of SUPPLIER.
(e) In the event DISTRIBUTOR becomes aware of or has
reason to believe or suspect that any third party is using or infringing any of
the TRADENAMES, DISTRIBUTOR shall immediately notify SUPPLIER.
15. TERMINATION.
(a) This Agreement may be terminated at any time by
mutual agreement of the parties. Such agreement shall be set forth in a
writing signed by the parties stating the effective date of termination.
(b) DISTRIBUTOR may terminate this Agreement at any time
upon giving SUPPLIER 30 days written notice.
(c) In the event DISTRIBUTOR fails to fulfill any
material obligation under this Agreement, it shall be deemed to be in default.
SUPPLIER may give DISTRIBUTOR written notice of the default by certified mail.
The notice shall state specifically the intention of SUPPLIER to terminate this
Agreement in the event of continued default. If, after 30 days from the date
of such notice,
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DISTRIBUTOR has failed or refused to remedy a default capable of being
remedied, this Agreement may be terminated immediately by written notice given
to DISTRIBUTOR by certified mail not later than 60 days after the date of the
original notice of default. Such termination shall be without prejudice to any
other rights or claims SUPPLIER may have against DISTRIBUTOR and DISTRIBUTOR
may have against SUPPLIER. "Material obligation" as used herein shall include,
but not be limited to, the following:
(i) The failure of DISTRIBUTOR to use its best
efforts to meet the performance standards established in accordance with the
provisions of paragraph 6 of this Agreement.
(ii) The failure of DISTRIBUTOR to pay any invoice
within 10 days of written notice that the invoice is past due.
(iii) The intentional sale or distribution by
DISTRIBUTOR of any out-of-date PRODUCT without the written authorization of
SUPPLIER.
(iv) The failure of DISTRIBUTOR to obtain and
maintain licenses and permits required for the sale, distribution or
transportation of alcoholic beverages.
(d) Either party shall have the right, at its option, to
terminate this Distribution Agreement by giving notice to the other party at
least five business days before the termination is to be effective, if:
i. The other party shall be adjudicated or
become a bankrupt or an insolvent as that term is defined in 11 USC Section
101(32);
ii. The other party shall file a voluntary
petition under any bankruptcy, reorganization or insolvency law;
iii. The other party shall apply for or consent to
appointment of a trustee or receiver to take possession of all or substantially
all its assets;
iv. The other party shall consent to, or shall
file an answer admitting the jurisdiction of the court and the material
allegations of, an involuntary petition filed under any bankruptcy,
reorganization, or insolvency law;
v. Any proceedings of bankruptcy,
reorganization, or insolvency shall be commenced against the other party and
not be dismissed within 30 calendar days after commencement;
vi. The other party shall make any assignment for
the benefit of creditors, other arrangement or composition under any laws for
the benefit of insolvents;
vii. Any order shall be entered under any
bankruptcy, reorganization, or insolvency law of any jurisdiction, and shall
not be dismissed or stayed within 30 calendar days after
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its entry (a) approving an involuntary petition seeking an arrangement with the
creditors of the other party, (b) approving an involuntary petition seeking
reorganization, or (c) appointing any receiver of trustee of all or a
substantial part of the property of the other party;
viii. A trustee or receiver shall be appointed to
take possession of all or substantially all assets of the other party and shall
not be dismissed within 30 calendar days after appointment; or
ix. Any writ of attachment, garnishment, or
execution shall be levied against all or substantially all assets of the other
party, or all or substantially all assets of the other party shall be subject
to any attachment, garnishment, execution, or other judicial seizure, and shall
not be removed, released, or bonded within 30 calendar days] after the date of
the attachment, garnishment, execution or other judicial seizure.
16. RIGHTS FOLLOWING TERMINATION.
In the event this Agreement is terminated for any reason, all
future and continuing rights and obligations under it shall terminate, except
such rights and obligations hereinafter set forth:
(a) DISTRIBUTOR shall remain obligated to pay all sums
due at the time of termination of this Agreement for PRODUCTS sold and
delivered by DISTRIBUTOR to its accounts. As to PRODUCTS that are in the
inventory of DISTRIBUTOR at the time of termination, SUPPLIER may, at its
option, repurchase such inventory. DISTRIBUTOR shall remain obligated to pay
all sums due at the time of termination for PRODUCTS in inventory that SUPPLIER
does not require DISTRIBUTOR to return. SUPPLIER shall be responsible for the
transportation costs for any inventory repurchased or returned.
(b) DISTRIBUTOR shall immediately cease representing
itself or holding itself out as a distributor of the PRODUCTS unless SUPPLIER
elects not to repurchase the return of inventory of PRODUCTS maintained by
DISTRIBUTOR as of the date of termination. DISTRIBUTOR may, from the effective
date of termination of the Agreement, continue to market, sell and distribute
PRODUCTS in its inventory that SUPPLIER does not repurchase DISTRIBUTOR to
return.
(c) DISTRIBUTOR shall immediately cease using the
TRADENAMES except to the extent that DISTRIBUTOR is permitted under (b) above
to continue marketing, selling and distributing PRODUCTS in inventory.
(d) DISTRIBUTOR shall surrender and deliver to SUPPLIER,
or as directed by SUPPLIER, all signs, advertising displays, point of sale
materials, and other promotional materials provided to DISTRIBUTOR by SUPPLIER
relating to the PRODUCTS or bearing the TRADENAMES only if SUPPLIER elects to
repurchase all of
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DISTRIBUTOR'S inventory.
(e) DISTRIBUTOR shall take all necessary and reasonable
steps to eliminate references in any printed materials, advertisements,
telephone directory listings and signs which identify it as a distributor of
the PRODUCTS.
17. COMPETITIVE PRODUCTS.
Not applicable
18. RELATIONSHIP OF THE PARTIES.
DISTRIBUTOR and SUPPLIER are independent contractors under
this Purchase Agreement and no agency, joint venture or partnership is created
between the parties. Neither party has the right to incur any liabilities on
behalf of or binding upon the other party.
19. INDEMNIFICATION.
a. DISTRIBUTOR shall indemnify, defend and hold harmless
SUPPLIER, and its officers, directors, shareholders, employees, agents,
representatives, subsidiaries and affiliates, against all liability, demands,
claims, costs, losses, damages, recoveries, settlements, and expenses,
(including interest, penalties, attorney fees, accounting fees, expert witness
fees, costs, and other related expenses) directly or indirectly arising from or
related to the acts or omissions of DISTRIBUTOR, its agents, employees,
subcontractors or other persons or entities acting under the direction or
control of DISTRIBUTOR, its agents, employees, or subcontractors.
b. SUPPLIER shall indemnify, defend and hold harmless
DISTRIBUTOR and its officers, directors, shareholders, employees, agents and
representatives, against all liability, demands, claims, costs, losses,
damages, recoveries, settlements, and expenses, (including interest, penalties,
attorney fees, accounting fees, expert witness fees, costs, and other related
expenses) directly or indirectly arising from or related to the acts or
omissions of SUPPLIER, its agents, employees, subcontractors or other persons
or entities acting under the direction or control of SUPPLIER, its agents,
employees, or subcontractors.
20. INSURANCE.
a. DISTRIBUTOR shall obtain and maintain at all times
during the term of this Agreement a comprehensive general liability insurance
policy and an automobile liability policy providing for coverage of at least
$1,000,000 for each occurrence. DISTRIBUTOR shall furnish to SUPPLIER a
certificate evidencing the fact that the insurance described in this paragraph
has been obtained and is in full force and effect, that the premiums thereon
have been paid and that such insurance cannot be canceled without prior written
notice to DISTRIBUTOR.
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b. SUPPLIER shall obtain and maintain at all times
during the term of this Agreement a product liability insurance policy
providing for coverage of at least $1,000,000 for each occurrence. DISTRIBUTOR
shall be included as an additional insured under such policy of insurance.
SUPPLIER shall furnish to DISTRIBUTOR a certificate evidencing the fact that
the insurance described in this paragraph has been obtained and is in full
force and effect, that DISTRIBUTOR has been named as an additional insured,
that the premiums thereon have been paid and that such insurance cannot be
canceled without prior written notice to DISTRIBUTOR.
21. FORCE MAJEURE.
If SUPPLIER fails to perform its obligations because of
strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain
labor or materials or reasonable substitutes for labor or materials,
governmental restrictions, governmental regulations, governmental action,
judicial orders, enemy or hostile governmental action, civil commotion, fire or
other casualty, or other causes, except financial, beyond the reasonable
control of SUPPLIER, then SUPPLIER's performance shall be excused for a period
equal to the period of such cause for failure to perform as long as SUPPLIER
gives DISTRIBUTOR notice, in writing by certified mail, within three (3)
business days after the event causing the failure.
22. ARBITRATION.
Any controversy, claim or dispute arising out of this
Agreement or the breach of any provision herein shall be settled in arbitration
in accordance with the rules of the American Arbitration Association.
Notwithstanding the foregoing, the parties hereby agree that in the event of
arbitration, each party may conduct discovery and the provisions of Code of
Civil Procedure, Section 1283.05 shall apply. The prevailing party to such
arbitration shall be entitled, in addition to such other relief as may be
granted, to reasonable attorney's fees. The award rendered by the arbitrator
shall be final and binding. The arbitration proceedings shall be conducted in
the County of Orange, State of California.
23. NOTICES.
All notices and other communications under this Agreement
shall be in writing and shall be delivered personally, telegraphed, telexed,
sent by facsimile transmission or sent by certified, registered or express
mail, postage prepaid. Any such notice or other communication shall be deemed
given: (a) upon actual delivery if presented personally or sent by prepaid
telegram or telex or by facsimile transmission and (b) three (3) business days
following deposit it in the United States mail, if sent by certified,
registered or express mail, postage prepaid, in each case to the following
address:
If to SUPPLIER: 9800 S. Sepulveda Blvd, # 720
Los Angeles, CA 90045
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If to DISTRIBUTOR: 17101 Valley View Av.
Cerritos CA 90703.
Attn: Wayne Chaplin
1600 NW 163rd Street
Miami, FL 33169
Notice of any change in any such address shall also be given in the manner set
forth above. Whenever the giving of notice is required, the giving of such
notice may be waived by the party entitled to receive such notice.
24. AMENDMENTS AND WAIVERS.
Except as specifically provided for herein, this Agreement may
be amended, superseded, canceled, renewed or extended, and the terms hereof may
be waived, only by a written instrument signed by the parties hereto or, in the
case of a waiver, by the party waiving compliance. No delay on the part of any
party hereto in exercising any right, power or privilege hereunder shall
operate as a waiver thereof. Nor shall any waiver on the part of any party
hereto of any such right, power or privilege, nor any single or partial
exercise of any such right, power of privilege, preclude any further exercise
thereof or the exercise of any other such right, power or privilege.
25. SEVERABILITY; HEADINGS; GOVERNING LAW; COMPLIANCE
In the event one or more of the provisions contained herein
are found to be illegal or unenforceable in any respect, the legality and
enforceability of the remaining provisions of this Agreement, shall not be
affected. The headings of this Agreement are provided for reference only.
This Agreement shall be governed by and construed in accordance with the laws
of the State of California. Both parties mutually agree to do all things
reasonably necessary in order to comply with all laws and regulations.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
signed by their duly authorized and empowered offices or representatives as of
the date first above written.
BEVERAGE WORKS, INC.
("SUPPLIER")
By: Frederik G.M. Rodenhuis DATE: July 30, 1996
Title: President & CEO
SOUTHERN WINE & SPIRITS OF AMERICA, INC.
("DISTRIBUTOR")
By: ___________________________ DATE: _________________________
Title: ___________________________
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EXHIBIT "A"
PRODUCTS AND TERRITORY
1. SUPPLIER PRODUCTS.
HUSSONG'S Cerveza Extra
HUSSONG'S Cerveza Negra
2. TERRITORY DEFINITION.
All of California
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