Exhibit 10.8
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WHOLESALE AGREEMENT
concluded on 01.07.1998 in POZNAN between:
Poznanskie Zaklady Przemyslu Spirytusowego "POLMOS" in Poznan ul. Komandoria 5,
hereinafter referred to as the "Seller", represented by:
Facility Manager - Janusz Kujawinski, M.S.
Deputy Manager - Janusz Majchrzak, M.A.
and
CAREY AGRI INT. POLAND SP. Z O.O., ul. LUBELSKA 13, 03-802 WARSZAWA
hereinafter referred to as the "Purchaser" represented by:
WILLIAM CAREY - CHAIRMAN OF THE MANAGEMENT BOARD
conducting activities in the scope of spirit product wholesale through wholesale
warehouses listed in the current permission to conduct activities in the scope
of spirit product turnover in Poland.
(S) 1
1. Object of the agreement comprises wholesale of spirit products manufactured
by the Seller, in domestic turnover.
2. Limit of spirit product delivery quantities in "trade credit" is defined as
the quantity approved by the Seller on the basis of submitted guarantees:
a/ bank guarantee
b/ deposit mortgage
c/ registry lien
d/ receivables insurance
e/ blank bill
f/ other guarantees agreed by the parties.
(S) 2
Spirit product sales are going to be conducted on the basis of written, phone or
direct orders made by the Purchaser.
(S) 3
The Seller is going to sell the products at net prices + VAT resulting from the
current price list of the Seller.
(S) 4
1. The Seller in compliance with the agreed order, if the delivery is larger
than 350 packages, delivers the merchandise at his own expense and through
his own means to the wholesale warehouse designated on the Purchaser's
wholesale permit.
2. In the case of ordering a delivery of a smaller quantity than the quantity
defined in par.1 the ordered products will be collected by the Purchaser
through his own means and at his own expense.
3. The Seller repurchases returnable packages (plastic containers and bottles)
only in the quantities required to satisfy his current needs.
4. The Purchaser may decide not to use Seller's product delivery services and
to collect the products using his own transport vehicles at his won cost
in the case of collecting quantities smaller than 350 packages.
If the quantity of products exceeds 350 packages the Purchaser has the right
to be reimbursed with the costs of transport.
Costs of transport are defined by the seller on the basis of current average
rates of PZPS POLMOS.
(S) 5
1. An authorized representative of the Purchaser collects the merchandise from
the carrier "at the car's door", confirming the compliance of accepted
merchandise with the transport documents - by signing (full name and stamp)
the delivery confirmation provided by the carrier to the Seller.
If any discrepancies between the accepted merchandise and the delivery
confirmation, the Purchaser and the carrier together prepare a protocol
determining the actual quantity of the merchandise accepted by the Purchaser
and other possible reservations.
2. If the merchandise is collected by the Purchaser using his own means of
transport the merchandise is accepted on the loading ramp of the Seller by a
representative of the Purchaser, who confirms the completing the order by
signing a copy of delivery confirmation (full name, personal ID no.).
The basis for releasing merchandise is the power of attorney to collect
merchandise issued by an authorized representative of the Purchaser.
(S) 6
1. Risk of damages occurring during the transport and costs of insuring the
dispatch are borne by the Seller sending the merchandise to the Purchaser.
2. The Purchaser bears the risk of damages during the transport and insurance
costs of the dispatch if he collects the merchandise using his own means of
transport.
(S) 7
1. The Seller ensures quality of sold products in compliance with the Polish
norms.
2. In case of any possible complaints regarding the product quality, the
Purchaser should draft a complaint protocol immediately after the defect is
identified providing the number and date of the delivery document, leaving
the complained products at the Seller's disposal.
Complaint related issues are governed by applicable provisions of the civil
code.
Complaints made after the period defined in the provisions of the civil code
shall not be taken into consideration by the Seller.
(S) 8
The Purchaser shall pay dues for the collected merchandise in the amounts and on
dates defined in the invoice in compliance with the rules provided in appendix 1
and 2 to this agreement, constituting an integral part of this agreement.
1. The Purchaser obligates to provide the Seller with the following documents
at least once a year:
- - permit for conducting activities in the scope of domestic wholesale of
spirit products,
- - current extract from the court registry or certificate of entry in the
commercial registry,
- - financial reports on company activities i.e. balance sheet, statement of
income, F-01,
- - bank opinion,
- - certificates of the Tax Office and ZUS of Seller's lack of financial
arrears.
2. Information about changes in the scope of:
- - company legal status,
- - the permit for conducting alcohol wholesale activities, or losing the
alcoholsale license have to be provide immediately by the Purchaser to the
Seller.
(S) 10
1. This agreement is concluded for indefinite time. It may be terminated with
one-month period of notice.
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2. This agreement may be terminated immediately if the Purchaser breaches its
provisions or loses permits mentioned in (S)9 par.1 or fails to provide a
new permit if the current permit has expired.
3. Any amendments or supplements of this agreement require the form of an annex
agreed by both parties.
(S) 11
The parties agree that if this agreement constitutes a continuation of their
collaboration, any documents related with financial guarantee submitted with the
preceding agreement and annexes are still valid.
(S) 12
Issues not provided for by this agreement are governed by the provisions of the
Civil Code.
(S) 13
This agreement was drafted in two identical copies one for each of the parties.
(S) 14
This agreement enters in force on July 1st, 1998.
SELLER PURCHASER