Exhibit 10.34
Confidential portions of this document indicated by ***** have been omitted
and filed separately with the Commission
INDALEX
Aluminum Solutions
FIXED-PRICE PURCHASE AND
SALE AGREEMENT
THIS AGREEMENT ("Agreement") dated this 4th day of March, 2002, is
between Indalex, Inc. ("Seller") and ("Buyer") Featherlite Manufacturing.
Seller desires to sell certain goods to Buyer and Buyer desires to
purchase certain goods from Seller.
NOW THEREFORE, in consideration of these premises and the following
mutual agreements, the parties agree as follows:
1. Seller will sell to buyer, and Buyer will purchase from
Seller, the aluminum extrusions identified on Schedule A
attached hereto ("Product"), subject to the terms contained in
this Agreement and the attached Schedule A. The quantity,
delivery dates, terms, and prices for product are also set
forth on Schedule A.
2. This Agreement shall have a term from the date hereof to
September 30th, 2002. this Agreement may not be cancelled by
either party prior to the termination date without the prior
written consent of the other. Buyer acknowledges that Seller
intends to rely on this Agreement in fixing the prices and
delivery dates of its raw material purchases necessary to
fulfill this Agreement and as such, Buyer agrees to pay for
the quantity specified on Schedule A. If Buyer cancels this
agreement, or otherwise refuses shipments hereunder, Seller is
entitled to recover any loss sustained from liquidating a
metal position taken by the Seller on behalf of buyer
3. The pricing in this proposal is subject to Seller's ability to
hedge the transaction. Seller will provide confirmation of the
hedge immediately upon execution.
4. Seller's obligations are subject to Seller's credit approval
with respect to each shipment to buyer. Payment terms for the
Product shall be as set forth in Schedule A. Seller's
obligation to continue shipments of product is conditioned
upon buyer satisfying its payment obligations in full within
the time period specified.
5. Either party's failure, at any time or times hereafter, to
require strict performance by the other party of any provision
of this agreement shall not constitute a waiver, or affect or
diminish the right thereafter to demand strict compliance and
performance of this Agreement.
6. This Agreement (including Schedule A) shall constitute the
entire agreement between the parties with respect to the Fixed
Price Purchase and Sale Agreement. Except as specified in this
Agreement, the terms of sale and rights of the parties with
respect to any specific order shall be as set forth in
Seller's order acknowledgment as provided from time to time.
7. Seller shall not be liable for any defaults, damages, or
delays in filling any order caused by conditions beyond
Seller's control; including, but not limited to, acts of God,
strike, lockout, boycott, or other labor troubles, war, riot,
flood, new government regulations, terrorist acts or delays of
seller's suppliers or subcontractors in furnishing materials
or supplies due to one of more of the foregoing or like
causes.
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Exhibit 10.34
Confidential portions of this document indicated by ***** have been omitted
and filed separately with the Commission
8. This Agreement is extended to subsidiaries and affiliates of
the parties.
9. All of the terms of this Agreement will be binding upon, inure
to the benefit of and be enforceable by and against the
successors and authorized assigns of Buyer and Seller.
10. Except as otherwise expressly provided in this Agreement,
nothing in this Agreement, express or implied is intended to
confer upon any other person or entity any rights or remedies
under or by reason of this Agreement, this Agreement being for
the exclusive benefit of the parties and their respective
successors and assigns.
11. Neither party will assign any of its respective rights or
obligations under this Agreement to any other person without
prior written consent of the other party, which consent will
not be unreasonably withheld.
12. This Agreement shall be governed and interpreted in accordance
with the laws of the State or the Province where the address
of Seller is located as stated on the face of this Agreement.
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BUYER: SELLER:
Featherlite Manufacturing INDALEX INC
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By: By:
(Print) Gary Ihrke (Print) Patrick Wooley
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Signature: Signature:
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Title: Vice President of Operations Title: Core Sales Director
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Date 3/4/02 Date 3/4/02
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Exhibit 10.34
Confidential portions of this document indicated by ***** have been omitted
and filed separately with the Commission
SCHEDULE A
FIXED-PRICE PURCHASE AND SALE AGREEMENT
A1. MATERIAL DESCRIPTION: This agreement covers standard extrusions currently
being supplied or quoted to Featherlite Manufacturing ("Buyer") by Indalex Inc.
("Seller") with specific pounds/ pieces / feet by specific shape to be supplied
by Buyer.
A2. DELIVERY: Start Date: July 1st, 2002 Finish Date: September 30th, 2002
A3. PRICE: ***** per pound of aluminum extrusion plus an additional
***** per pound for Solids
***** per pound for Hollows
A4. QUANTITY Table A: Monthly Quantities (x *****lbs)
- -------- ------- ------- -------- ------- ------- -------- ------- ------- -------- ------- ------- -------
1 2 3 4 5 6 7 8 9 10 11 12 Total
- -------- ------- ------- -------- ------- ------- -------- ------- ------- -------- ------- ------- -------
Mth. Mth. Mar. April May June July Aug. Sept. Mth. Mth. Mth.
- -------- ------- ------- -------- ------- ------- -------- ------- ------- -------- ------- ------- -------
lbs lbs lbs. lbs. lbs. lbs. ***** ***** ***** lbs lbs lbs *****
- -------- ------- ------- -------- ------- ------- -------- ------- ------- -------- ------- ------- -------
- -------- ------- ------- -------- ------- ------- -------- ------- ------- -------- ------- ------- -------
The quantity of aluminum extrusions to be sold under the agreement, as set forth
in Table A above, may not be altered without the express written consent of
Seller and buyer. buyer expressly acknowledges that this is a firm,
non-cancelable take or pay agreement.
In the event the buyer does not take the commitment each month as defined in
Table A, Buyer will reimburse Seller for any losses incurred. All monthly losses
will be settled by the end of the following month unless alternative
arrangements are mutually agreed upon by Seller and Buyer in writing.
The purchase price for extrusions purchased in excess of the pounds each month
as defined in Schedule A are to be based on the contract price adjusted up or
down for the change in published average Mid-West Transaction price for P1020.
The difference will be calculated by taking the difference between the average
Mid-West Transaction Price for the month prior to shipment and subtracting the
base Midwest metal price of this Fixed Price Purchase and Sale Agreement.
A5. PAYMENT TERMS: C.I.A. Featherlite will provide payment for each truck load
via wire transfer.
A6. TOTAL DOLLAR VALUE OF CONTRACT: Approximately: *****
A7. GOOD TO CALL ("GTC") CONTRACT: No: ___ Yes: _X_ If yes, Expiration Date:
04/04/02
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Exhibit 10.34
Confidential portions of this document indicated by ***** have been omitted
and filed separately with the Commission
If this is a GTC, and if the metal cannot be secured at the price indicated in
A3. by the expiration date, this contract becomes null and void. If the metal
can be secured by the expiration date, the customer will be notified in writing
that the metal has been secured.
A8. CONFIRMATION OF HEDGE
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BUYER: SELLER:
Featherlite Manufacturing INDALEX INC
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By: (print By: (print
name) Gary Ihrke name) Patrick Wooley
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Signature: Signature:
- --------------------------------------------------------------------------------
Title: Vice President of Operations Title: Core Sales Director
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Date 3/4/02 Date
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