EXHIBIT 10.14
/on letterhead:ael(1)ska Wytwornia Wodek Gatunkowych Polmos/
AGREEMENT NO. 457/96
Concluded between
PP AEL(1)SKA WYTWORNIA WODEK GATUNKOWYCH "POLMOS" in Bielsko-Bia(3)a, ul.
Karpacka 11, represented by:
1. Head Director - mg in?. Jozef Kapela
2. Associate Director of Marketing - mgr in?. Jan Kalinowski
later called "SELLER" and
CAREY AGRI INTERNATIONAL - POLAND, Al. SOLIDARNOaeCI 117, 00-140 WARSAW, AL.
SOLIDARNOaeCI 117, represented by WILLIAM VERNON CAREY - DIRECTOR OF THE BOARD
Later referred to as the "PURCHASER", of the following contents:
SS.1.
1. The Purchaser states that it is authorized to conduct commercial activity on
the basis of:
- an entry to the register maintained by the Regional Court in Warsaw
under number B/29244, as proof of which its presents the original entry
from the court register;
- entry to the business activity records at the Office of ..............
in ...................... under number .............., as proof of which
its presents a copy of the relevant document.
2. Additionally, the Purchaser states that it obtained a permit to conduct
domestic wholesale trade in spirit products, as proof thereto it presents
the original permit from 1995.12.19 no. 481/96 issued by the Minister of
Industry and Trade and provides a copy of such permit to the Seller.
3. The Purchaser promises to submit every year to the Seller the decision of
the Minister of Industry and Trade establishing its annual sales limit of
sprit products.
4. The Purchaser declares that it is a goods and services taxpayer (VAT) with
identifier number NIP 526-020-93-95 authorized to receive and issue VAT
invoices.
The Purchaser authorizes the Seller to issue VAT invoices without the
recipient's signature (Purchaser).
The Seller states that it is a goods and services taxpayer (VAT) with
identification number 547-004-88-57 authorized to receive and issue VAT
invoices.
The Seller authorizes the Purchaser to issue invoices for returned packaging
without the recipient's (Purchaser) signature.
5. The Purchaser shall submit to the Seller upon signing this Agreement a
questionnaire according to an established form together with specific
appendices in the final part of the questionnaire and promises to regularly
update data contained in this questionnaire as well as to provide the
Purchaser with updated appendices.
6. By 31 January of the next calendar year in which the agreement remains in
effect, the Purchaser promises to provide the Seller a new questionnaire
together with certifications of the Department of Revenue, Social Insurance
Institute, opinions of banks in which the Purchaser possesses bank accounts,
and in the case of legal entities - F01 report submitted to the Provincial
Office of Statistics.
SS.2.
The subject of this agreement comprises definition of the sale (delivery)
principles of sprit products by the Seller to the benefit of the Purchaser as
well as the principles of trade in return packaging.
SS.3.
1. The Seller promises to sell on an ongoing basis (deliveries) to the benefit
of the Purchaser of spirit products in quantities and terms separately
agreed to by the parties, while the Purchaser promises to accept them and
pay the established price.
2. The sale (delivery) of products takes place on the basis of written orders
submitted to the Seller by the Purchaser signed by persons authorized to act
in its name.
3. Orders may be submitted for annual, quarterly periods or for particular
deliveries.
4. Annual, quarterly and monthly orders should be submitted in written form
with a fourteen day advance notice.
5. Orders for particular deliveries may be submitted in the form of a written
fax or by telephone.
6. The parties agree that the sales agreement for spirit products defined in an
order shall be deemed as concluded upon receipt by the Purchaser of an order
confirmation or also upon
acceptance by the Purchaser of ordered goods and confirmation of their
receipt on an invoice.
SS.4.
1. The Seller promises to supply spirit products by vehicle transport at its
cost to the agreed to acceptance point, unless the parties agree by separate
understanding that the Purchaser will accept the spirit products at the head
offices or local warehouse of the Seller. The parties understand acceptance
points to only mean places defined in the MPH /MINISTER OF INDUSTRY AND
TRADE/ decision granting a concession.
2. The Purchaser is required to ensure efficient unloading of the delivered
products and evaluate the condition of the shipment upon its acceptance.
3. The acceptance of goods and VAT invoices are confirmed by a legible
signature and named stamp on the invoice (specifications) or other shipment
documents exclusively of persons authorized to accept goods by the
Purchaser, identifying themselves by its written authorization. The
Purchaser shall provide the Seller a list of persons authorized to accept
goods and commits itself to keep this regularly updated.
4. In the event of determining shortages or damage upon acceptance of a
shipment the Purchaser is required to draft a claim report with the
participation of the driver of the vehicle that delivered the spirit
products. The driver should provide one copy of this report to the Seller.
5. The parties shall deem the signing on an invoice by an authorized person as
receipt of a shipment without reservations.
ss.5.
1. The Purchaser promises to:
2. The Purchaser shall send return packaging to the Seller by a return course
of the transport vehicle that delivered by the spirit products .
3. The return packaging should be in suitable condition and meet the quality
requirements defined in relevant regulations.
4. The parties agree that quantity and quality acceptance of return packaging
shall take place at the head offices of the Seller.
5. In the event of non-performance by the Purchaser of the duty to return
packaging, the Seller may demand the Seller pay a sum corresponding to one
half of transport costs incurred for a given delivery of spirit products.
SS.6.
1. The Seller shall sell its spirit products:
a/ with a content above 30% at official prices established by the Minister
of Finance,
b/ with a content up to 30% at contractual prices established by the
Seller.
2. The Purchaser promises to pay to the benefit of the Seller together with the
amount due for delivery of products, the equivalent of return packaging
(transporters) in an amount defined in the VAT invoice or other financial
document.
3. The repurchase of packaging takes place on the basis of an invoice (bill)
issued by the Purchaser according to a quantity-quality acceptance protocol
or other proof of acceptance drafted upon acceptance at the Seller's head
offices. The Seller shall immediately send these documents by mail to the
Purchaser.
4. The repurchase of packaging takes place according to contractual prices
applied by the Seller on their acceptance date.
SS.7.
1. The Purchaser promises to pay the Seller amounts due for products supplied
by transfer to the Seller's bank account in the bank indicated in the VAT
invoice within 30 days from the invoice issuance date.
2. In the event of a delay in payment the Seller may demand payment of
statutory interest from the Purchaser.
SS.8.
1. By virtue of securing amounts receivable for supplied spirit products, the
Purchaser is required to submit a blank bill of exchange to the Seller
guaranteed by reliable persons together with a promissory note declarations
according to the establish form.
2. Additionally, the Seller may demand another type of security at its
discretion from the Purchaser at any time, in particular in the following
form:
1/ bank guarantee or pledge for a defined sum,
2/ lien on movables or rights of the Purchaser,
3/ mortgage on real estate of the Purchaser or other persons,
4/ guarantees of reliable and solvent persons,
5/ notarial submission to enforcement by the Purchaser based on art. 777
point 4 of the code of civil procedure,
6/ transfer of ownership to movables for security,
7/ assignment of rights, including from insurance contracts.
SS.9.
The Seller shall pay the Purchaser for resold return packaging based on an
invoice (bill), referred to in ss.6 point 3 within ten days from its receipt to
the Seller's head offices in the form of an ordinary bank transfer.
SS.10.
1. The parties agree the Seller shall provide the Purchaser with materials in
order to carry out market promotions of the Seller and spirit products it
produces, additionally permitting proper display of products at retail sale
entities.
2. The Purchaser promises to:
a/ set up display of the Purchaser spirit products in its own wholesale
point and retail sales points,
b/ provide promotional materials and other elements to retail sales
entities it services in order for these entities to properly display
spirit products at principles defined in relevant contract concluded
with these entities,
c/ personally participate or assign its employees to participate in
training concerning the promotion of products organized by the
Purchaser,
d/ provide assistance to the Seller in market surveys of spirit products.
SS.11.
1. The parties agree that all service of documents shall be made to the
addresses indicated in the initial part of this agreement.
2. The parties promise to inform each other of address changes.
3. In the event of not performing the duty defined in the previous point,
service of documents made to the previously given address shall be deemed as
legally effective.
SS.12.
1. This agreement is concluded for an indefinite term.
2. Each of the parties may terminate the agreement with one-month notice.
SS.13.
In matters not governed in the agreement, regulations of the Civil code apply.
SS.14.
All disputes between the parties shall be resolved by the commercial court of
proper jurisdiction.
SS.15.
Additional provisions:
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SS.16.
The agreement was drafted in two copies, one for each of the parties.
Purchaser: Seller: