CONFIDENTIAL TREATMENT REQUESTED
DABEERS DISTRIBUTERS LIMITED
BREWING AGREEMENT
THIS AGREEMENT is made the 23rd September 1995
BETWEEN
SOUTH CHINA BREWING COMPANY LIMITED ("SCBC"), a company
incorporated in Hong Kong
AND
DABEERS DISTRIBUTERS LIMITED ("DDL"), a company incorporated in
Hong Kong
THE PARTIES AGREE AS FOLLOWS:
1. APPOINTMENT
DDL hereby appoints and engages SCBC to prepare, brew and
deliveries commencing Nov. 17th 1995 supply four (4) private
label beers exclusively for DDL for a period of
twelve (12) months from September 23 1995 to 22 September 1996.
The parties undertake to commence negotiations in good faith for
the replacement of this contract no later than June 22, 1996. DDL
agrees not to engage any other company to supply exclusive beers
for its Hong Kong outlets for the term of this contract.
2. PRODUCT
(a) SCBC will supply three (3) house beers (House Beers) which
will be a stout, an ale and a lager as well as one (1)
monthly specialty beer (Specialty Beer).
(b) The Beer will be supplied in 30 litre lightweight kegs
("Kegs").
(c) SCBC and DDL will work together to develop and agree the
style and recipe for the Beers.
(d) DDL will be entitled to determine the name of the Beer and
to design a label and motif under which the Beer shall be
distributed. DDL will own the copyright in and other
intellectual rights pertaining to the name and the label and
motif.
(e) SCBC will own all rights pertaining to the recipe for the
Beer (the "Recipe").
(f) During the term of this contract and any future contract for
the supply of the Beers by SCBC to DDL beer brewed in
accordance with the Recipe will be supplied by SCBC only to
DDL or its nominee.
(g) SCBC guarantees the Beers against spoilage for a period of
three months from its production and will replace at its
cost any Beer that spoils within that time.
CONFIDENTIAL TREATMENT REQUESTED
*(h) SCBC will provide DDL with Crooked Island Ale and
Dragon's Back, in addition to the house beers in cumulation
with the house beers minimum orders.
3. ORDERS
(a) DDL shall order at least [REDACTED] Kegs of each House Beer
and [REDACTED] Kegs of each Specialty Beer per month for the
length of the contract. Total [REDACTED] kegs per month
(i) Sales will be reviewed on a quarterly basis and
adjustments in costs be made forthwith.
(b) In response to particular orders by DDL, SCBC shall supply
Beer to DDL within three (3) weeks after DDL places such
order. This shall not apply to the first order placed by DDL
which shall be satisfied within six (6) weeks.
(c) SCBC shall use its best endeavors to supply the amount of
Beer ordered by DDL. Nevertheless SCBC shall be entitled to
supply and DDL shall be required to accept a delivery of
Beer that is 7.5% more or less than the amount of Beer
ordered by DDL in respect of a particular order.
4. PRICE AND PAYMENT
(a) When it places an order DDL shall pay to SCBC an amount
equal to the price for that order and SCBC shall not be
required to accept any order until such payment is received
by it. On delivery and acceptance of Beer in response to a
particular order:
(i) if any amount of Beer delivered exceeds the amount of
Beer ordered by DDL, DDL shall pay to SCBC an amount
equal to the difference between the price of the Beer
ordered and the price of the Beer delivered but such
amount shall not exceed [REDACTED] of the price of the
Beer ordered.
(ii) if any amount of Beer delivered is less than the amount
of Beer ordered by DDL, SCBC shall pay to DDL an amount
equal to the difference between the price of the Beer
ordered and the price of the beer delivered.
(b) The price of the Beer shall be determined in accordance with
the amount of Beer ordered (not amount delivered) as
described in this Contract and shall be:
(i) HK [REDACTED] per Keg for each of the Beers ordered
per calendar month.
(ii) DDL Shall pay a [REDACTED] premium per keg for failure
to meet minimum order amounts as detailed in Section 3
(a).
(c) The parties shall negotiate in good faith to determine the
price for extraordinary beer orders such as specialty
bottling, exceptional beer styles and recipes and the
production of beer for special events.
5. DISTRIBUTION AND DELIVERY
CONFIDENTIAL TREATMENT REQUESTED
(a) SCBC shall deliver the Beer to DDL at locations within
Hong Kong Island as designated by DDL.
(b) SCBC shall deliver to DDL in minimum consignments of 25
kegs to DDL's Wanchai location and the remainders of
each order to its Ap Lei Chau location.
(c) DDL shall provide cold storage (between 5 and 10
degrees celcius) for the Beers at both of these
location.
(d) DDL shall be responsible to provide all systems
required to deliver Beer from kegs to glasses. SCBC
shall consult with DDL to assist DDL to design, install
and maintain such systems.
6. TRAINING
A DDL's request, SCBC will provide training to DDL's staff
or assignees in relation to the Beer, its delivery and how
best to serve and sell it. Such training shall be conducted
in sessions to be held not more than once per month.
7. DEPOSIT
DDL shall forthwith pay to SCBC a deposit of HK$133,900 (the
"Deposit") which shall be refundable on June 22nd 1996 on
the expiration of this Agreement unless this Agreement is
terminated in accordance with Clause 8.
8. TERMINATION OF THE AGREEMENT
DDL may terminate this Agreement at any time by providing
to SCBC no less than one month's notice in writing of its
intention to do so. In the event DDL so terminates this
Agreement it shall not be entitled to receive a refund of
the Deposit which shall be forfeited to SCBC.
9. GOVERNING LAW
This Agreement shall be governed by and construed in
accordance with Hong Kong law.
10. INTERPRETATION
This Agreement constitutes the entire agreement between the
parties relating to the subject matter contained herein and
supersedes all prior agreements. It may be waived, modified
or varied only in writing signed on behalf of both parties.
CONFIDENTIAL TREATMENT REQUESTED
IN WITNESS whereof the parties have executed this Agreement on the day
and year first written above.
Executed for and on the behalf of )
SOUTH CHINA BREWING )
COMPANY LIMITED )
DAVID K HAINES
---------------------------------
name: DAVID K HAINES
title: Managing Director
chop:
Executed for and on the behalf of )
DABEERS DISTRIBUTERS )
LIMITED )
McINTYRE MICHAEL
--------------------------------
name: McINTYRE MICHAEL
title: Director
chop:
CONFIDENTIAL TREATMENT REQUESTED
AMENDMENT TO DABEERS DISTRIBUTORS
LIMITED AGREEMENT
DATED: 15th December 1995
It is hereby agreed by the parties of the above captioned
agreement to amend the Agreement as follows:
SCBC will provide DDL with Crooked Island as part of their
minimum order of [REDACTED] kegs per calendar month at the
identical price of the House Beers. (see *h)
Executed for and on the behalf of )
SOUTH CHINA BREWING )
COMPANY LIMITED )
DAVID K HAINES
---------------------------------
name: DAVID K HAINES
title: Managing Director
chop:
Executed for and on the behalf of )
DABEERS DISTRIBUTORS )
LIMITED )
McINTYRE MICHAEL
--------------------------------
name: McINTYRE MICHAEL
title: Director
chop: