Exhibit 10.1
SUPPLY AGREEMENT
BY AND BETWEEN
UAB STILMEDA
AND
SHAWCORE DEVELOPMENT CORP
August 17, 2009
SUPPLY AGREEMENT
THIS SUPPLY AGREEMENT, made and entered into this 17 day of August 2009. by and
between SHAWCORE DEVELOPMENT CORP, a corporation having its principal place of
business and office at, 329 Manchester Rd. Deepcar, Shefield, England S36 2RB,
hereinafter referred to as "Select," and UAB STILMEDA, a.s., and having its
principal place of business at Vilniaus raj, Nemezio senuinija, Didziasalio km,
Vilnius, Lietuva , hereinafter referred to as "Supplier."
WHEREAS, Select is a user of the wood lumber goods hereinafter described
and desires to establish a formal relationship for the purchase from Supplier of
such goods; and
WHEREAS, Supplier is a import/exporter and supplier of such goods and is
willing to provide and sell them to Select, all upon the terms and conditions
hereinafter stated.
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein set forth, the parties hereby agree as follows:
DEFINITIONS
The following terms, word and phrases, shall have the following meanings:
1. "Products" shall mean wood lumber suited for building homes as supplied by
Supplier according to Exhibit A.
2. "Improvements" shall mean modifications and/or enhancements to the products
owned by Select, developed by either party during the term of this Agreement.
SUPPLY AND PURCHASE
1 During the initial term of this Agreement, Select agrees to purchase from
Supplier, and Supplier agrees to supply to Select, at the prices determined in
accordance herewith, and subject to the terms and conditions hereinafter set
forth in this agreement.
2. Supplier agrees that all Lumber "Products" as specified in Exhibit A, shall
be delivered exclusively to Select. Inquiries that Supplier receives relative to
Lumber as specified in Exhibit A, shall be directed to Select.
ORDERS, DELIVERY AND MODIFICATION OF PRODUCTS
1. Purchase Orders. Select shall submit purchase orders for the Products 95 days
prior to the requested delivery date. The delivery date will be the date the
order is expected to arrive at the German seaport. Supplier shall confirm within
one (1) week the purchase orders and delivery dates in writing. All purchase
orders shall be in accordance with the terms and conditions of this Agreement
and at the prices established herein.
2. Delivery of Products. Supplier shall deliver the Products within the times
specified on the individual purchase orders, in the quantities specified on the
individual purchase orders and at the prices specified herein, all in accordance
with Select's instructions and specifications. Select reserves the right to
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adjust the mix of the specifications on purchase orders up to 60 days prior to
the scheduled ship date.
3. Packing and shipping is the suppliers responsibility and shall be done in
accordance to specifications of the suppliers request as per order.
QUALITY OF PRODUCTS
1. The quality of all Products delivered by Supplier shall be in accordance with
the Master Specifications (Exhibit IV) and meet any and all applicable laws and
regulations promulgated by any European union, federal, state, local or
municipal governmental authority or agency, including, but not limited to,
public safety, health and environmental standards, to be clearly defined by
Select from time to time.
PRICES AND PAYMENT
1. Prices and Adjustments. The initial prices to be paid by Select for the
Products purchased hereunder shall be the prices set forth in Exhibit II
attached hereto. In addition to any changes to such prices pursuant to Paragraph
3.3 hereof, such prices may be subject to annual adjustments as agreed to by the
parties hereto in writing. Such adjusted prices shall be substituted for the
prices then set forth in Exhibit II, and a new Exhibit II, as so modified, shall
be attached to this Agreement.
2. Payment Terms. Payment for delivered Products shall be made via a wire
transfer by Select in United States Dollars thirty (30) days from the date of
the Bill of Lading for Products ordered and delivered. From time to time Select
may wish to pay for delivered Products prior to sea shipment at a discounted
price as set forth in Exhibit II.
TAXES
1. Except as otherwise provided in this Agreement, Supplier shall be responsible
for and shall pay any and all (a) export duties, (b) gross receipt, income and
pre-sale taxes and (c) other charges which relate to the production, delivery
and sale of the Products, as such are now or may hereafter be imposed under or
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by any governmental authority or agency. Supplier shall not be responsible and
shall not pay any taxes or charges as outlined in above levied after delivery to
Select.
ACCEPTANCE AND WARRANTY
1. Acceptance of Products. Select shall conduct any acceptance tests at the time
the Products are being prepared for shipment to Select's customers at its
principal place of business Sheiffield, England, not later than one (1) year
from the date of receipt. Any Products not rejected by Select by written notice
to Supplier within such period shall be deemed accepted. Any Products rejected
by Select shall be reported in accordance with the Claim Procedure (Exhibit
III).
WARRANTY
1. Supplied warrants to Select for a period of twelve (12) months from the date
of delivery of the Products to Select in accordance with Section 3.2 of this
Agreement that all Products sold hereunder shall (i) be free from any defects in
design (if such design was created by Supplier), material or workmanship and be
of good and merchantable quality, (ii) conform to Select's specifications or any
sample or prototype approved by Select and(iii) comply and have been produced,
processed and delivered in conformity with Article 4 herein.
2. Supplier warrants that all Products to be delivered hereunder and all
property to be returned to Select shall be free and clear of any and all liens
and encumbrances whatsoever.
3. The foregoing warranties shall survive inspection of, delivery of and payment
for the Products and shall run in favor of Select and its customers. If Supplier
breaches any of the foregoing warranties during the twelve-month period, or if
Supplier fails to perform or comply with any provision of this Agreement,
Supplier shall be liable to Select for any and all costs, expenses (including
reasonable attorneys' fees, court costs and litigation expenses) and damages
arising there from.
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QUANTITY OBLIGATIONS.
1. Select undertakes to purchase annually minimum volumes as indicated in
Exhibit I of this Agreement.
2. Supplier undertakes to produce annually minimum volumes as indicated in
Exhibit 1 of this Agreement.
PROPRIETARY RIGHTS
1. The Supplier undertakes to continuously develop an activity of research
concerning the quality improvements of the Products taking into consideration
the market requirements and the economical production. The development costs are
to be borne by the Supplier.
2. The Supplier undertakes to develop the product according to special request
of Select. Such improvements are made for consideration on basis of mutual
written agreements of the parties. The costs of these development activities are
to be borne as agreed upon in writing by both parties prior to the actual
development activities.
COFIDENTIALITY
1. Each party agrees that all information disclosed to it or any of its
affiliates by the other, whether verbally or in writing, shall be presumed to be
proprietary and confidential to such party, unless otherwise stated in writing.
Each party shall prevent the disclosure of any such proprietary information to
any third person or party by maintaining such proprietary information in
strictest confidence absent service of compulsory process. Each party shall not
during the term of this Agreement or thereafter, use any such proprietary
information for any purpose other than as specifically set forth in this
Agreement.
COMPETITIVE ACTIVITIES
1. During the term of this Agreement, Supplier will not(a) participate in the
management or operations of any enterprise engaged in any activities in
competition with the business of Select, or (b) cause or permit any enterprise
in which Supplier participates or invests to engage in any such activities.
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TERM AND TERMINATION
1. Term of Agreement. This Agreement shall take effect as of the date hereof and
shall continue in full force and effect for a period of three (4) years and
thereafter shall be automatically renewed for successive terms of one (1) year
each, unless either party provides written notice to the other party at least
ninety (90) days prior to the expiration of the initial term or any renewal term
of its desire not to renew this Agreement upon the expiration of the relevant
term.
1.2. This Agreement may be terminated at any time upon the mutual written
consent of the parties hereto;
1.3. Either party hereto may terminate this Agreement by giving notice in
writing to the other party in the event that the other party is in material
breach of this Agreement and shall have failed to cure such breach within thirty
(30) days of receipt of written notice thereof from the first party specifying
the nature of the breach; or
1.4. Either party hereto may terminate this Agreement at any time by giving
notice in writing to the other party, if (1) the other party shall at any time
(i) file or have filed against it a petition of any type as to its
bankruptcy,(ii) be adjudged bankrupt or insolvent, (iii) make an assignment for
the benefit of its creditors or (iv) go into liquidation or receivership; (2) a
trustee, receiver or other equivalent officer is appointed for the other party
by any court or governmental authority or any third party to administer or
liquidate, who is not dismissed within sixty (60) days of the date of
appointment.
1.5. This Agreement may be terminated by Select or Supplier with minimum 65 days
written notice if either party discontinues using the Products in its business.
GOVERNING LAW
1. Governing Law. This Agreement shall be governed by, and interpreted and
construed in accordance with, the laws of Nevada.
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GENERAL TERMS AND CONDITIONS
1. Relationship. This Agreement does not make either party hereto the employee,
agent or legal representative of the other party for any purpose whatsoever.
Neither party hereto is granted any right or authority to assume or to create
any obligation or responsibility, express or implied, on behalf of or in the
name of the other party. In fulfilling its obligations pursuant to this
Agreement, each party hereto shall act as an independent contractor.
1.2. Notices. All notices permitted or required to be given hereunder shall be
delivered personally or sent by telecopy or registered or certified air mail,
postage prepaid, return receipt requested, addressed to the addresses of the
parties hereto as set forth above or to such other as the parties may designate
by like notice from time to time.
Notices so given shall be effective (a) upon the date of personal delivery, (b)
if sent by telecopy, concurrently with the transmission thereof if the sender's
machine produces a transmission report without notice of a communication fault,
(c) on the third (3rd) business day following the date on which such notice is
mailed by registered or certified air mail.
1.3. Entire Agreement. This Agreement, including the Exhibits attached hereto
and by this reference made an integral part hereof, constitute the entire
agreement of the parties hereto with respect to the subject matter hereof and
thereof, and supersede all previous proposals, verbal or written, expressed or
implied, and all negotiations, conversations or discussions heretofore between
the parties hereto related to the subject matter of this Agreement.
1.4. Indemnification. Each party shall indemnify the other and hold it harmless
from and against any and all costs including reasonable attorneys' fees, court
costs and litigation expenses, losses, expenses and damages incurred by the
other party in connection with any claim or cause of action brought by any third
person or party against it which, in whole or in part is based upon or arises
out of any breach of any of its obligations hereunder.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
on the day and year first written above.
SHAWCORE DEVELOPMENT CORP UAB STILMEDA
By /s/ G. Burkinshaw By /s/ V. Dambrauskas
--------------------------- ---------------------------
Name: Gary Burkinshaw Name: Vladas Dambrauskas
Title President Title President
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EXHIBIT A
Wooden doors 150$ - 300$
Wooden staircase 200$ - 1000$
Wooden furniture 5$ - 5000$
Terrace boards 50$ square metre
Wooden rafters 30$ - 300$
Veneers Based on Product
Plywood (RTD 15/32") 12.05$/4X8 sheet
Vladas Dambrauskas
President
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