EXHIBIT 10.25
Distribution Agreement
This agreement is made and entered into this 21st day of August by and between
The Dominion Wine Group LTD (Broker); 38558 Road 128 P.O. Box 39 Cutler, CA
93615 with Willow Cove Winery (Winery) and R & R (Bordeaux) Imports, Inc., a
Florida USA Corporation (Distributor), with its principal place of business at
2951 Simms Street Hollywood, FL 33020-1510, USA.
Recitals
Whereas, The Dominion Wine Group LTD is engaged in the marketing and sale of
Willow Cove Winery and desires to expand the distribution of such product by
having Distributor sell such product in the territory described in paragraph 3
hereof; and
Whereas, Distributor desires to market the wine products sold by The Dominion
Wine Group LTD and be designated as the exclusive distributor of wine portfolio
Willow Cove for the purpose of selling such products in the territory assigned
to it.
Now, therefore, for good and valuable consideration, the receipt of which is
hereby acknowledged by each party, the parties hereto agree as follows:
(a) Willow Cove Winery hereby appoints Distributor as its exclusive
distributor for th sale and promotion of the products described in
Paragraph 2 below in the territory described in paragraph 3 below and
agrees not t appoint other distributors in the Territory. Willow Cove
Winery agrees that while this Agreement is in effect, it will not sell
products to persons other than Distributor in the Territory or to
persons, other than Distributor, who Willow Cove Winery has reason to
believe will resell the products in the Territory.
(b) Distributor hereby accepts such appointment subject to the terms and
conditions of this agreement and agrees that it shall use its best
efforts to promote demand for and sale of the products in the
Territory and that in th sale and promotion of the products it shall
at all times carry out to the best of its ability a merchandising
policy designed to promote and maintain the excellence of quality and
to preserve the goodwill which is associated with the name and
reputation of Willow Cove Winery and its products.
(c) Notwithstanding the foregoing, should Distributor, commencing with the
Fiscal Year (beginning September 1, 2000), fail to meet the minimum
annual purchase requirements set forth in Section 4 (b) of this
Agreement, then Distributor shall become a non exclusive distributor
of the products.
2. Products-The term "Products" as used in this Agreement shall mean wine
produced by Willow Cove Winery and selling any of the products included in
Willow Cove Winery's entire portfolio.
3. Territory-The term "Territory" as used in this Agreement shall mean the State
of Florida, and the Caribbean Islands.
1
4.Sales Activities-Distributor shall conduct the sales activities contemplated
under this agreement by purchasing Products from Willow Cove Winery for resale
to Distributor's customers within the Territory.
(a) Advertising. Producer, Broker, & Distributor may undertake, at its own
expense, such advertising and promotional efforts as it may deem
necessary to achieve a proper recognition of the Products in the
Territory. Distributor shall have the right to use the names or any
derivation thereof, or any other name or mark associated with Willow
Cove Winery.
(b) Minimum Purchases For Florida Only. During the fiscal year beginning
September 1, 2000, Distributor shall make a minimum annua total
purchase of 5,280 cases (4 containers). Year 2: 6,600 cases, Year 3:
7,920 cases. All orders in no less than container lots of 1,320 cases
each.
(c) Orders. Distributor shall in submitting orders describe the products
in a clear and unambiguous manner and shall include precise
instructions for packaging, invoicing, and shipping.
5. List Prices-
(a) The prices to be paid by Distributor t Willow Cove Winery for each
order of products shall be Willow Cove Winery's prices i effect on the
date said order for products from time to time, or as negotiated an
accepted by Willow Cove Winery.
6. Placement of Orders and Shipment-
(a) Upon the placing of a written order fo products to Willow Cove Winery
by Distributor, a binding agreement will be create whereby Willow Cove
Winery will agree to sell and ship, and distributor will agree to
purchase and pay for, the products ordered under the terms of this
agreement.
(b) Willow Cove Winery shall ship the products to Distributor within a
reasonable tim after receipt of any order.
(c) Willow Cove Winery shall in no event b obligated to make any such
shipment would, at the time thereof, constitute a violation of any
laws, regulations, of United States of America.
(d) Distributor shall be entitled to conduct a reasonable investigation of
the products upon receipt thereof. All claims for defects in the
products or shortages shall be made in writing by Distributor within
ten (10) days of the receipt of the products. Acceptance of the
products by Distributor in no way waives th rights for inspection of
loss or damage due to defects or shortages in the products.
(e) No products shall be returned for credit without first obtaining the
written permission of Willow Cove Winery to return such products.
7. Payments-
(a) All terms of this Agreement are in US Dollars.
(b) In order to secure Distributor's obligation to accept and purchase any
products ordered under the terms of this Agreement, Distributor shall
establish a confirmed, irrevocable and transferable letter of credit i
favor of Willow Cove Winery, or an assignee. Distributor may desire to
make swift payment in advance of shipment for a negotiated discount.
8. Confidential Information-Distributor and Willow Cove Winery shall not use or
disclose to third parties any confidential information concerning the business,
affairs, or the products of the other party which it may acquire in the course
of its activities under this Agreement and shall take all necessary precautions
to prevent any such disclosure by any of its employees, officers, or affiliated
persons and entities.
9. Sub-Distributors-Distributor shall have the right to appoint sub-distributors
for the sale and promotion of the products in the territory.
10. Effective Date and Duration-
(a) This agreement shall be effective for three (3) years from the
effective date, unless sooner terminated as hereinafter provided. This
agreement shall be automatically renewed for one (1) additional term
of five (5) years, unless no less than three (3) months prior to the
end of the initial or any renewal term either party shall give the
other written notice of non-renewal.
(b) This agreement may be terminated prior to the expiration of the
initial term of this agreement, or any renewals thereof, by either
party if the other party;
1. breaches any material provision of this agreement, and such
breach is not cured within ninety (90) days written notice
thereof;
2. insolvency or bankruptcy of either party under applicable law,
and/or the appointment of a trustee or receiver for either party;
or
3. any inability or prospective failure o either party to perform
its obligations hereunder.
4. not to achieve the minimum quantity pe year mentioned in the
paragraph 4 (b).
5 5. if sold or merged into another company.
6 (c) This Agreement will be terminated if Willow Cove decides to discontinue
this product.
11. Force Majeure-This agreement and Willow Cove Winery and Distributor's
performance hereunder are subject to all contingencies beyond their reasonable
control, including but not limited to force majeure; strikes; lockouts; labor
disputes; floods; civil commotion; riot; acts of God; rules; laws orders,
restrictions, embargoes, quotas or actions of any government, foreign or
domestic or any agency or subdivision thereof.
12. Separability-If any provision of this agreement is found by any court of
competent jurisdiction to be invalid or unenforceable, the invalidity of such
provision shall not affect the other provisions of this agreement and all
provisions not affected by such invalidity or unenforceability shall remain in
full force and effect.
13. Waiver-The waiver by either party hereto of a breach or default in any of
the provisions of this agreement by the other party not be construed as a waiver
of any succeeding breach of the same or other provisions; nor shall any delay or
omission on the part of either party to exercise or avail itself of any right,
power or privilege that it has or may have hereunder operate as a waiver of any
breach or default by the other party.
14. Disputes and Notices-In the event or disputes arising from this Agreement
the parties hereby agree to seek arbitration to resolve any issues within sixty
(60) days of receiving notice from any party, a part of this contract. This
arbitration shall take place in Broward County, Florida.
(a) Unless otherwise specifically provided, all notices, demands, or
requests required or permitted by this agreement shall be in writing
and in English and sent in a letter form
or by telex, facsimile (facsimile to be accompanied by a telex notice
requesting confirmation of receipt), or telegraph.
(b) The arbitration proceedings shall be conducted in English. The
arbitration tribunal shall apply the Arbitration Rules of the United
Nations Commission on International Trade Law in effect at the time of
arbitration. However, if such rules are in conflict with the
provisions concerning the appointment of arbitrators, the provisions
of this section 15 shall prevail.
(c) Each party shall cooperate with the other in making full disclosure of
and providing complete access to all information and documents
requested by the other party in connection with such proceeding,
subject only to any confidentiality obligations binding on such party.
(d) The award of the arbitration tribunal shall be final and binding upon
the parties, and either party may apply to a court of competent
jurisdiction for enforcement of such award.
15. Entire Agreement; Modifications and Waivers
For the purpose of expedience a faxed copy shall serve as an original. Upon
receipt of a fully executed faxed copy the parties hereby agree to follow up
with three (3) fully executed original copies with one (1) copy being retained
by each party.
In the event the parties do not agree or can not agree, this Agreement is
deemed to be governed by the laws of the State of Florida and deemed to be
executed in Broward County, FL. In the event of a dispute arising from this
Agreement venue is hereby granted to the Broward County Court System.
This Agreement is the entire agreement of the parties with respect to the
subject matter described in this agreement and all oral and written prior
negotiations and agreements and any conflicting prior course of dealing or trade
usage are superseded hereby. The parties hereto agree that no representations
have been made or relied upon, except as specifically stated in this agreement.
This agreement may be modified only by writing signed by both parties.
In witness whereof, and intending to be legally bound hereby, Distributor,
Broker, and Willow Cove Winery have each caused this agreement to be delivered
and executed by their proper and duly authorized officers on this 21st of August
2000.
Distributor
R & R (Bordeaux) Imports, Inc. Date:
Robert Walker- Managing Director
Broker
The Dominion Wine Group LTD Date:
Dennis B. Canning- Chairman
Willow Cove Winery Date:
by:_Mark A. Larson________________
Title:_President, Golden State Vintners_