EXHIBIT 10.20
Import And Distribution Agreement
This agreement is made and entered into this 13th day of July by and between The
Dominion Wine Group, LTD (Importer); 100 Tamal Plaza Suite 104, Corte Madera, CA
94925 with Remy Pannier (Provider) 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 importation and sale of
Remy Pannier Wine 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 imported by The
Dominion Wine Group LTD and be designated as the exclusive distributor of wine
portfolio Remy Pannier for the purposed 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) Remy Pannier hereby appoints Distributor as its exclusive distributor
for the sale and promotion of the products described in Paragraph 2
below in the territory described in paragraph 3 below and agrees not
to appoint other distributors in the Territory. Remy Pannier 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 Remy Pannier 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 the 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 Remy Pannier 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 Remy Pannier and selling any of the products included in Remy
Pannier's entire portfolio.
3. Territory-The term "Territory" as used in this
Agreement shall mean the State of Florida, and the Caribbean Islands. The
Territory may be subsequently enlarged, reduced
or otherwise changed by agreement in writing of the parties hereto. Distributor
will be given the opportunity to expand into Georgia, if feasible. 4.Sales
Activities-Distributor shall conduct the sales activities contemplated under
this agreement by purchasing Products from Remy Pannier for resale to
Distributor's customers within the Territory.
(a) Advertising. Producer, Importer, & 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 Remy
Pannier.
(b) Minimum Purchases For Florida Only. During the fiscal year beginning
September 1, 2000, Distributor shall make a minimum annual total
purchase of 1,600 cases (2 containers) . Year 2; 2,400 cases, Year 3;
3,200 cases.
(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 to Remy Pannier for each order of
products shall be Remy Pannier's prices in effect on the date said
order for products from time to time, or as negotiated and accepted by
Remy Pannier.
6. Placement of Orders and Shipment-
(a) Upon the placing of a written order for product to Remy Pannier by
Distributor, a binding agreement will be created whereby Remy Pannier
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) Remy Pannier shall ship the products to Distributor within a
reasonable time after receipt of any order.
(c) Remy Pannier shall in no event be obligated to make any such shipment
would, at the time thereof, constitute a violation of any laws,
regulations, of United States of America or France.
(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 the rights for inspection of
loss or damage due to defects or shortages in the products.
(e) No products shall be returned for credit withou first obtaining the
written permission of Remy Pannier 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
in favor of Remy Pannier, or an assignee. Distributor may desire to
make swift payment in advance of shipment for a three (3) percent
discount.
8. Confidential Information-Distributor and Remy Pannier shall not use or
disclose to third parties any confidential information concerning the business,
affairs, or the products of the order 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 thi 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. if sold or merged into another company
11. Force Majeure-This agreement and Remy Pannier 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 Tribunal de Commerce de Paris.
(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 and French.
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,
Importer, and Remy Pannier have each caused this agreement to be delivered and
executed by their proper and duly authorized officers on this 13th of July 2000.
Distributor
R & R (Bordeaux) Imports, Inc. Date:
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Robert Walker- Managing Director
Importer
The Dominion Wine Group LTD
Date:
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Dennis B. Canning- Chairman
Remy Pannier Date:
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Olivier Dupre