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EXHIBIT 2.4
THIS AGREEMENT made as of the 1st day of February, 1999.
B E T W E E N:
VIDEOFLICKS CANADA LIMITED,
(the "Seller")
- and -
VIDEOFLICKS.COM LIMITED,
(the "Buyer").
WHEREAS:
1. The Seller maintains a warehoused inventory of movies on videotape
cassette ("Videos");
2. The Buyer carries on the business of selling Videos via its web site on
the internet;
3. The Buyer requires a supply of Videos to meet its requirements for its
business;
4. The Buyer wishes to purchase and the Seller wishes to sell Videos, for
the consideration and on and subject to the terms and conditions contained in
this Agreement;
IN CONSIDERATION of the mutual covenants and agreements contained in this
Agreement, it is agreed by and between the parties as follow:
1. AGREEMENT TO BUY AND TO SUPPLY
The Buyer agrees to purchase Videos from the Seller to meet its
requirements during the term of this Agreement, and the Seller agrees to supply
Videos to the Buyer to meet those requirements, on the terms and in the manner
set forth in this Agreement.
2. PURCHASE PRICE
The Buyer agrees to pay to the Seller, for orders accepted for delivery in
the period during the term of this Agreement, for the supply of Videos, the
prices quoted for such Videos as the wholesale catalogue price by the arm's
length wholesale company, Video One Canada Ltd., plus the Buyer's shipping
charges or those of a third party retained by the Buyer, plus applicable taxes.
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3. PAYMENT OF PURCHASE PRICE
The Seller shall invoice the Buyer for each shipment of Videos and the
Buyer shall make payment to the Seller not later than thirty days following
receipt of the invoice. In the event the invoice is not paid within the
thirty-day period, all overdue amounts shall collect interest at the rate of 2%
per month.
4. TERM OF AGREEMENT AND TERMINATION
The term of this Agreement shall be deemed to have commenced on December 1,
1998 and terminate in the event that the Seller no longer maintains a warehoused
inventory of Videos, in respect of which the Seller shall provide the Buyer with
not less than thirty (30) days prior written notice.
5. DEFECTIVE VIDEOS
If any of the Videos which are delivered by the Seller to the Buyer or as
directed by the Buyer pursuant to this Agreement are defective in respect of
workmanship or materials, the Seller shall replace those items with others which
are not defective.
6. CANCELLATION FOR BREACH
Failure of the Seller to deliver Videos, which the Seller has indicated it
has in its inventory and has committed to supply to the Buyer, to or to the
direction of the Buyer, or of the Buyer to pay for the Videos on the due date
for payment, shall entitle the other party in each case to treat this Agreement
as repudiated, but without prejudice to any rights accruing due in either party
at that date.
7. NON-ASSIGNMENT
The Seller may not assign or delegate its obligations under this Agreement
without the Buyer's prior written consent, consent not to be unreasonably
withheld. This Agreement shall enure to the benefit of and be binding on the
parties and their respective heirs, executors, administrators, personal
representatives, successors and permitted assigns.
8. GOVERNING LAW
This Agreement is to be construed according to the laws of the Province of
Ontario and the laws of Canada applicable therein.
9. TIME
Time shall be of the essence in the herein Agreement.
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10. SEVERABILITY
If any term of this Agreement is invalid or unenforceable under any
statute, regulation, ordinance, order or other rule of law, that term shall be
deemed modified or deleted, but only to the extent necessary to comply with the
statute, regulation, ordinance, order or rule, and the remaining provisions of
this Agreement shall remain in full force and effect.
11. NO IMPLIED WAIVER
The failure of either party at any time to require performance by the other
party of any provision of this Agreement shall in no way affect the right to
require performance at any time thereafter, nor shall the waiver of either party
of a breach of any provision of this Agreement constitute a waiver of any
succeeding breach of the same or any other provision.
12. NOTICE
Any notice or other writing required or permitted to be given under this
Agreement or for the purposes of it to any party, shall be sufficiently given if
delivered personally, or if sent by prepaid registered mail or if transmitted by
telex, telefax or other form of recorded communication to that party:
(a) in the case of a notice to the Buyer at :
1654 Avenue Road
Toronto, Ontario, M5M 3Y1
Fax (416) 782-4430
and
(b) in the case of a notice to the Seller at:
106 Orenda Road
Brampton, Ontario, L6W 3W6
Fax (905) 459-4343
or at any other address as the party to whom the writing is to be given shall
have last notified the other party. Any notice delivered to the party to whom it
is addressed shall be deemed to have been given and received on the day it is
delivered at that address, provided that if that day is not a business day then
the notice shall be deemed to have been given and received on the first business
day next following that day. Any notice mailed shall be deemed to have been
given and received on the third business day next following the date of its
mailing. Any notice transmitted by telex, telefax or other form of recorded
communication shall be deemed given and received on the first business day after
its transmission.
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13. ENTIRE AGREEMENT
This Agreement, together with the attachments, documents or schedules
specifically referenced in the Agreement, constitutes the entire agreement
between the Seller and the Buyer with respect to the matter contained herein and
supersedes all prior oral or written representations and agreements. This
Agreement may only be modified by a written agreement duly executed by the
Seller and the Buyer.
IN WITNESS WHEREOF the parties have executed this Agreement on the date
first written.
VIDEOFLICKS CANADA LIMITED
Per:
/s/ MICHAEL KAVANAGH
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A.S.O.
VIDEOFLICKS.COM LIMITED
Per:
/s/ MICHAEL KAVANAGH
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A.S.O.