DISTRIBUTORSHIP AND MANUFACTURING AGREEMENT
-------------------------------------------
BETWEEN CAN-AM INTERNATIONAL
INVESTMENT CORP., a wholly owned
subsidiary of PREMIUM CIGARS
INTERNATIONAL, LTD.
("CANAM")
AND: IMPERIAL TOBACCO LIMITED,
("Imperial")
RECITALS:
WHEREAS, Imperial is engaged as a wholesaler of premium cigars and related
products, to which it holds, directly or indirectly certain trademarks and
desires to sell certain cigar products to CANAM for distribution;
WHEREAS, also Imperial will cause to be manufactured for resale by it the said
cigar products;
WHEREAS CANAM is desirous of having manufactured for it certain other cigar
products for it in the future;
WHEREAS, CANAM is engaged as a wholesale distributor of premium cigars, humidors
and other products to certain retail accounts worldwide and desires to secure a
quality supply of cigar products for distribution in the Canadian market and
potentially, the United States market.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, CANAM and Imperial agree as follows:
1. Appointment. Imperial hereby appoints CANAM as a sales and service
distributor in the territory (the "Territory") described in Schedule
"A" attached hereto for the cigar products listed in Schedule "B"
attached hereto (the "Imperial Products") upon the terms and conditions
herein set forth.
2. Manufacturing. Imperial agrees to manufacture for CANAM the cigar
products also listed separately at Schedule "B" hereto, (the "CANAM
Products"). CANAM Products and Imperial Products shall be referred to
collectively in this Agreement as the "Cigar Products". Although
Schedule B does not at present list any cigars as CANAM Products, it is
contemplated that CANAM will in the future propose its own brands for
manufacture by Imperial.
3. The parties may by mutual consent add, modify or delete trademarks and
Cigar Products from Schedule "B", and such additions and modifications
will become subject to this Agreement.
*Confidential portions omitted and filed
separately with the Commission.
1
4. Term. The term of this agreement shall commence as of the date written
above and shall continue from time to time until terminated as herein
provided. Without restricting the generality of the foregoing, this
Agreement may be cancelled by either party at any time upon 60 days'
prior written notice.
5. Exclusivity of appointment.
(1) Subject to the provisions herein and for the duration of this
Agreement:
(a) Imperial appoints CANAM as the exclusive official distributor of
Imperial Products for the Territory and CANAM accepts such appointment;
(b) Imperial shall approve the supply of Imperial Products by supplying
them to CANAM for resale or use or both within the Territory;
(c) Imperial grants to CANAM the right to supply Imperial Products to
dealers and to other entities requiring the same for sale within the
territory;
(2) CANAM agrees that, except with the prior written consent of
Imperial, it will not:
(a) supply any of the Imperial Products outside the Territory;
(b) ship any of the CANAM Products outside the Territory without the
prior written approval of Imperial;
(b) knowingly supply Imperial Products to any entity within the
Territory for resale or use outside the Territory;
(c) outside the Territory solicit customers for the Cigar Products nor
establish or maintain branches or warehouses for delivery purposes.
6. Status of CANAM. The status of CANAM shall be that of an independent
contractor and CANAM shall have no authority to assume or create any
obligation whatsoever, expressed or implied, in the name of Imperial,
nor to bind Imperial in any manner whatsoever. CANAM shall have no
authority hereunder to enter into any contract of sale or employment on
behalf of Imperial, nor to endorse Imperial's cheques, no to make
allowances or adjustments on Imperial's accounts for the return of
merchandise, except pursuant to written authorization of Imperial.
CANAM undertakes and agrees that it will not furnish to any customer or
prospective customer, any warranties, undertakings or guarantees of any
nature whatsoever which may tend to involve the responsibility or
liability of Imperial. If any action is brought against Imperial or its
affiliates, subsidiaries, officers, directors, shareholders,
representative or agents as a result of the actions of CANAM, or if any
action is brought against CANAM or its affiliates, subsidiaries,
officers, directors, or agents, as a result of the actions of Imperial
or as a result of a defect in the Cigar Products, and if either
Imperial or CANAM is required to
*Confidential portions omitted and filed
separately with the Commission.
2
incur costs for legal fees or court costs as a result thereof and if
Imperial or CANAM loses said action or if it is determined by a court
of competent jurisdiction that the actions of Imperial or CANAM were a
cause of the other suffering damage, then in that event, the party
causing the loss shall reimburse and indemnify the other for all
damages suffered by the other, including the amount of any judgment,
reasonable attorney fees and court costs.
7. Expenses. All expenses in connection with CANAM's performance of its
distribution obligations in virtue of this Agreement and its activities
as sales and service representative for Imperial, including but not
limited to travel, automobile, salaries and supplies shall be borne by
CANAM and CANAM shall be solely responsible for the payment thereof.
8. Acceptance of orders. Orders received by Imperial for the purchase of
any of the Cigar Products shall not bind Imperial until accepted by it.
Imperial reserves the right to accept or reject in its sole discretion
any order for the purchase of any Cigar Products, which order when
included with all other orders for such fiscal year would exceed by
more than twenty percent (20%) the annual projected purchase orders, as
determined by CANAM, for such fiscal year.
9. Delivery. Delivery will be make to CANAM FOB CANAM International
Warehouse ▇▇▇▇ ▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (after
passing through any applicable customs office, or at such other
reasonable destination which CANAM may designate from time to time),
provided CANAM is registered as a collector of provincial tobacco taxes
for British Columbia and provinces in which such other destination is
located.
10. Risk of Loss; Insurance. Title to and risk of loss during transit,
delivery and storage of the Cigar Products shall be borne by Imperial.
CANAM, at its expense, shall secure and maintain comprehensive general
liability insurance equal to or in excess of the purchase price for the
Cigar Products shipped to CANAM by Imperial during the period of
shipment. CANAM shall provide Imperial with a certificate from its
insurer attesting to the existing of such insurance. Risk of loss of
the Cigar Products shall pass to CANAM upon delivery of the Cigar
Products to the above-mentioned warehouse.
11. Obligations of CANAM. During the currency of this agreement CANAM
shall:
(a) use its best efforts to advertise and promote the sale of the Cigar
Products and to make regular and sufficient contact with the present
and future customers of CANAM in the Territory;
(b) anticipate requirements for periods designated by Imperial and
order promptly when requested for the purpose of facilitating shipments
at minimum transportation costs;
(c) maintain adequate sales, warehouse and service facilities and
sufficient stock of all the Cigar Products to ensure prompt service to
customers;
*Confidential portions omitted and filed
separately with the Commission.
3
(d) provide and maintain signs identifying its place of business as a
sales and service outlet of the Cigar Products in good condition and in
conspicuous and appropriate locations inside and outside CANAM's place
of business;
(e) promptly comply with the terms of sale for any of the Cigar
Products, as set forth herein and as set out in Imperial" sales and
credit policies from time to time and promptly pay the sale price set
by Imperial in effect at the time of shipment; and
(f) purchase from Imperial a minimum of * cigars during any
twelve-month period during the currency of this agreement commencing on
the date of this agreement;
(g) in particular CANAM agrees at all times and at its own expense
(waiving all rights to compensation or remuneration therefor from
Imperial or associate companies):
(i) to comply with Imperial's policies as made known from time
to time to CANAM regarding business organization; sales and services
policies, procedures and systems; marketing programmes; and such other
requirements as Imperial may reasonably establish. A copy of the
policies and programmes presently in effect are attached hereto as
Schedule D, and any future policies and programmes will be communicated
to CANAM from time to time by Imperial.
(h) obtain and maintain in effect all permits, licenses, certificates
and other permissions required to carry out its obligations in virtue
of this Agreement, including without limiting the generality of the
foregoing, obtaining and maintaining in effect its status as a tobacco
tax collector in each province in which it is required to do so by law,
and otherwise complying with all laws and regulations with respect to
tobacco and tobacco taxes.
(i) comply with the Excise Act and the Excise Act Regulations,
particularly (ED209-2), (Art. 10) and indemnify Imperial against any
loss or damage which Imperial may suffer as a result of CANAM's failure
to do so.
(j) promptly advise Imperial of the amount of and any changes in the
listed retail price for Cigar Products in order that Imperial may
promptly and properly advise any provincial government via the
provincial tobacco tax memo of the effect of same on provincial tobacco
taxes.
12. Obligations of Imperial. During the currency of this agreement,
Imperial shall:
(a) cause the Cigar Products to be manufactured;
(b) sell to CANAM the Cigar Products upon the terms and conditions
herein set forth for resale by CANAM to end users of the Cigar
Products;
(c) permit CANAM to hold itself out as an authorized sales and service
outlet for the Imperial Products.
*Confidential portions omitted and filed
separately with the Commission.
4
13. Terms and conditions of sale. The terms and conditions of any sale by
Imperial to CANAM of any of the Cigar Products, including the price
therefore ("Purchase Price") shall be as set out herein at Schedule
"C", and as contained in the relevant sales invoice of Imperial and in
Imperial's Customer Service Policy ("CSP"). In the event of any
conflict between the terms and conditions contained in the relevant
sales invoice of Imperial, the terms and conditions of this Agreement,
the terms and conditions of Imperial's standard from sales agreement or
the CSP, the terms and conditions contained in the relevant sales
invoice shall prevail over the terms and conditions in the other
documents and the terms and conditions in this Agreement shall prevail
over the terms and conditions contained in any other documents.
Notwithstanding any terms and conditions contained in any purchase
order of CANAM received by Imperial, there shall be no other terms and
conditions governing the sale of any of the Cigar Products by Imperial
to CANAM except as herein provided. The sale price and any applicable
charges shall be paid by CANAM promptly when due without any deduction
or set off whatsoever. The price for the Cigar Products set out at
Schedule "C" herein shall include the excise duty and the excise tax as
set out in Schedule "C", and may be changed by Imperial from time to
time upon 30 days' notice. CANAM shall be responsible for the payment
and/or the collection of all other taxes, duties, charges, levies and
assessments that may be imposed upon the Cigar Products by any
governmental authority.
14. Discontinuance of Cigar Products by Imperial. Imperial reserves the
right from time to time, in its absolute discretion, without thereby
incurring any liability to CANAM with respect to any purchase order
placed by CANAM, or otherwise, upon 60 days' notice, to discontinue or
to limit its production of any Imperial Products, to terminate or limit
deliveries of any Cigar Products, the production of which is so
discontinued or limited, and to alter the design or the construction of
any Imperial Products.
15. Disclosures. CANAM shall provide Imperial with a copy of PCI's annual
financial statements including the auditor's report or accountant's
comments thereon within four months next following the end of each
fiscal period of PCI. CANAM shall, upon request by Imperial, furnish
Imperial with such reasonable information concerning CANAM's business
and operations as Imperial deems necessary from time to time.
16. Access to CANAM's premises. Upon 48 hours' notice during the currency
of this Agreement, Imperial or its representatives shall be permitted
free access to CANAM's premises to inspect the operations of CANAM and
to satisfy itself that CANAM is conducting its business in a proper
manner.
17. Foreign Accounts. Notwithstanding any other provision in this
Agreement, Imperial reserves the right to sell any Imperial Products to
foreign purchasers and exporters for resale outside the Territory
regardless of whether or not they are located in the Territory.
Imperial shall not be liable to CANAM in any way whatsoever in respect
of sales made pursuant to this paragraph.
*Confidential portions omitted and filed
separately with the Commission.
5
18. Liability of Imperial after delivery. The responsibility of Imperial
for loss or damage to any of the Cigar Products ordered by CANAM shall
cease upon delivery of same upon CANAM taking possession of the same at
its installations and any such Cigar Products shall then be at the risk
of CANAM. CANAM further agrees that it will be responsible for and
prepay all transportation charges for items returned to Imperial for
credit.
19. Trademarks.
(1) CANAM shall have the right, during the continuance of this
Agreement and subject to due compliance with the provisions hereof, to
use Imperial's trademarks listed in Schedule "B" hereto (the
"Trademarks") in promoting the sales of Imperial Products in the
Territory and for the purpose of describing itself as a distributor of
the Cigar Products and, except as permitted in writing by Imperial, for
no other purpose whatsoever. Imperial represents and warrants it owns
the Trademark free and clear of any claims, liens or encumbrances of
any third party and shall indemnify and hold harmless CANAM and PCI
from any losses, damages, causes of action, costs and expenses
(including without limitation attorneys fees) incurred by CANAM or PCI
as a result of any claims alleging a right or interest in the
Trademark.
(2) CANAM agrees, with respect to the Trademarks, to:
(a) comply with all instructions issued by Imperial relating to the
form and manner in which the Trademarks shall be used and to
discontinue immediately, upon notice from Imperial, any practice
relating to the use of the Trademarks, which in Imperial's opinion
would or might adversely affect the rights or interests of Imperial in
the Trademarks;
(b) submit, for the prior written approval of Imperial, all programmes,
policies and campaigns relating to promotion of the Trademarks, and to
cause any other person who may be authorized to use the Trademarks in
virtue of article 19.2(c) to also submit programmes, policies and
campaigns for prior approval;
(c) refrain from using or permitting anyone else to use the Trademarks
or the corporate name of Imperial or any of its affiliated companies,
without the prior written consent of Imperial;
(d) refrain from contesting the title of Imperial to its Trademarks or
effecting any registrations thereof pursuant to the Trade-marks Act,
R.S.C. 1985, c.T-13;
(e) refrain from effecting or permitting the removal, renewal or
alteration of any Trademarks, patent numbers, notices, name plates or
serial numbers affixed to the Cigar Products.
20. Termination without notice. Imperial may, in its sole discretion,
terminate this Agreement, without notice or delay, upon the happening
of any of the following event:
(a) CANAM's failure to fulfill any of the quotas set out above;
*Confidential portions omitted and filed
separately with the Commission.
6
(b) CANAM's breach of any of the terms or conditions of this Agreement;
(c) CANAM becoming insolvent or being unable to pay its debts as they
generally become due;
(d) CANAM making an assignment in bankruptcy or otherwise availing
itself of any protection afforded by bankruptcy or insolvency
legislation; or
(e) a receiver or trustee of CANAM being appointed, provided such
appointment is not vacated within thirty days from the date of such
appointment.
21. Termination on notice. Either Imperial or CANAM may terminate this
Agreement, with or without cause, upon sixty days' written notice to
the other of them. Imperial shall have the right to refuse to fill any
orders from CANAM received during the said period of thirty days.
22. Obligations following termination.
(1) Upon termination of this Agreement for any reason whatsoever, CANAM
shall:
(a) reconvey and release to Imperial all rights and privileges granted
by this Agreement;
(b) return to Imperial all information or technical material given to
CANAM by Imperial;
(c) cease using Imperial's trade names and the trademarks with respect
to the Imperial Products and thereafter refrain from holding itself out
as an authorized sales and service outlet of Imperial;
(d) if requested by Imperial, sell to Imperial, at the original net
price paid by CANAM plus actual freight charges for delivery to
Imperial, all of the Imperial Products sold by Imperial to CANAM and on
hand in CANAM's place of business or in the possession or the control
of CANAM at the time of termination of this Agreement and deliver same
to Imperial forthwith upon request, provided however, that Imperial may
reject any of the Imperial Products so delivered, which are not in
first class condition; and
(e) immediately pay all amounts owing by it to Imperial.
(2) This paragraph shall survive the termination of this Agreement.
23. No damages on termination. Imperial shall not, by reason of the
termination or cancellation of this Agreement, be liable to CANAM for
compensation, reimbursement or damages on account of the loss of
prospective profits on anticipated sales or/on account of expenditures,
investments, leases or commitments in connection with the
*Confidential portions omitted and filed
separately with the Commission.
7
business or goodwill of CANAM or otherwise. The limitations on damages
stated above will apply equally to CANAM.
24. Opportunity to Cure Default. CANAM shall have thirty (30) days from the
date of notice of default to cure any condition creating a default. If
the default pursuant to this section shall be a monetary default, then
all sums due and payable as of the expiration of the cure period shall
bear interest at the rate of eight percent (8.0%) per annum until paid.
However, if more than two monetary defaults have occurred in any one
year period, CANAM shall have no right to cure its default.
25. No Cuban Tobacco or Illegal Substances. Imperial specifically
represents and warrants to CANAM that no Cuban tobacco or any other
component or product has been included in the Cigar Products. Imperial
also represents and warrants that all Canadian laws relating to the
manufacturing of the Cigar Products have been complied with an that no
illegal substances are present in, transported or delivered with the
Cigar Products.
26. Confidential Information. The parties recognize that as a result of
their business relationship, the parties have in the past and may in
the future develop, obtain or learn about Confidential Information
which is the property of the other party, or which the other party is
under an obligation to treat as confidential.
(a) Agreement to Protect Confidential Information. The parties agree to
use their best efforts and the utmost diligence to guard, protect and
keep confidential said Confidential Information, and agree that they
will not, during or after the period of this Agreement, use for
themselves or others, or divulge to others any of the said Confidential
Information which either of them may develop, obtain or learn about
during or as a result of this Agreement, unless authorized to do so by
the other party in writing.
(b) Definition of Confidential Information. For the purpose of this
Agreement, the term "Confidential Information" shall include but not be
limited to the following: customer lists; financial statements or
information in any form; marketing strategies; business contracts,
business plans; computer software, including all rights under licenses
or other contracts relating thereto; all intellectual property
including all patents, trademarks, trademark registration and
applications, service marks, copyrights, trade secrets, proprietary
marketing information or know-how; books and records including lists of
customers; credit reports; sales records; price lists; manuals;
processes; technology; or any information or whatever nature which
gives to a party an opportunity to obtain an advantage over their
competitors who do not know or use it.
(c) Injunctive Relief for Breach. In the event of a breach or
threatened breach by a party and/or representatives of the provisions
of this section, the other party shall be entitled to an injunction
restraining the offending party from disclosing, in whole or in part,
any confidential information, or from rendering any services to any
person, firm, partnership, joint venture, association, or other entity
to whom such confidential information in whole or in part has been
disclosed. Nothing herein (illegible omission) to it for such breach or
threatened breach, including the recovery of damages.
*Confidential portions omitted and filed
separately with the Commission.
8
27. Intervention. Premium Cigars International Ltd. hereby intervenes in
the present Agreement to recognize and agree that it has taken
cognizance thereof, and that it agrees to be bound solidarily (jointly
and severally) with CANAM for the performance by CANAM of each and
every one of the obligations of CANAM hereunder. Premium Cigars
International Ltd. hereby waives the benefit of discussion and advises
and agrees to make the execution by CANAM and CANAM's obligations
hereunder its personal affair.
28. Force majeure. In the event of an inability or failure by Imperial to
manufacture, supply or ship any of the Cigar Products herein by reason
of any fire, explosion, war, riot, strike, walk-out, labour
controversy, flood, shortage of water, power, mechanical, electrical or
electronic breakdown or failure, labour, transportation facilities or
necessary materials or supplies, default or failure of carriers,
breakdown in or the loss of production or anticipated production from
plant or equipment, act of God or public enemy, any law, act, order,
legislation or regulation of any court, board, government or other
authority of competent jurisdiction, or any other direct cause (whether
or not of the same character as the foregoing) beyond the reasonable
control of Imperial, then Imperial shall not be liable to CANAM during
the period and to the extent of such inability or failure. Deliveries
omitted in whole or in part while such inability or failure. Deliveries
omitted in whole or in part while such inability remains in effect
shall be cancelled.
29. Governing law. This Agreement shall be made and construed in accordance
with the laws of the Province of Quebec and the laws of Canada
applicable therein.
30. Time of the essence. Time shall be of the essence of this agreement and
of each and every part hereof.
31. Notice. Any notices, consents, approvals, statements, authorizations,
documents, or other communications (collectively "notices") required or
permitted to be given hereunder shall be in writing, and shall be
delivered personally or mailed by registered mail, postage prepaid, to
the parties at their respective addresses set forth hereunder, namely:
To CANAM at:
CANAN International Investments Corp.
▇▇▇▇ ▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇
*Confidential portions omitted and filed
separately with the Commission.
9
With a copy to:
Premium Cigars International, Ltd.
▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇▇▇
With a copy to:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.C.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ Centre, Suite B-252
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
To Imperial at:
Imperial Tobacco, a division of IMASCO LIMITED
▇▇▇▇, ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention:________________________
With a copy to:
Imperial Tobacco Limited
▇▇▇▇, ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇
Attention: General Counsel
or at any such other address or addresses as may be given by any of them to the
other in writing from time to time. Such notices, if mailed, shall be deemed to
have been given on the second business day (except Saturdays and Sundays)
following such mailing, or, if delivered personally, shall be deemed to have
been given on the day of delivery. If a business day, or if not a business day,
the business day next following the day of delivery; provided that if such
notice shall have been mailed and if regular mail service shall be interrupted
by strike or other irregularity before the deemed receipt of such notice as
aforesaid, then such notice shall not be effective unless delivered.
32. Non-waiver. No waiver by any party of any breach by any other party of
any of its covenants, obligations and agreements hereunder shall be a
waiver of any subsequent breach of any other covenant, obligation or
agreement, nor shall any forbearance to seek a remedy for any breach of
any other covenant, obligation or agreement, nor shall any forbearance
to seek a remedy for any breach be a waiver of any rights and remedies
with respect to such or any subsequent breach.
*Confidential portions omitted and filed
separately with the Commission.
10
33. Number and gender. All terms and words used in this Agreement,
regardless of the number and gender in which they are used, shall be
deemed and construed to include any other number, singular or plural,
and any other gender, masculine or feminine or neuter as the context or
sense of this Agreement or any paragraph or clause herein may require,
the same as if such words had been fully and properly written in the
appropriate number and gender.
34. Unenforceability of provisions. It is agreed that should any clause,
condition or term, or any part thereof, contained in this Agreement be
unenforceable or prohibited by law or by any present or future
provincial or federal legislation, then such clause, condition, term or
part thereof, shall be amended, and is hereby amended, so as to be in
compliance with the said legislation or law but, if such clause,
condition or term, or part thereof cannot be amended so as to be in
compliance with any such legislation or law then such clause,
condition, term or part thereof is severable from this Agreement, and
all the rest of the clauses, terms and conditions or part thereof
contained in this Agreement shall remain unimpaired.
35. No partnership created. Nothing in this Agreement shall be deemed in
any way or for any purpose to constitute the parties hereto partners in
the conduct of any business or otherwise.
36. Enurement. This Agreement shall be binding upon and enure to the
benefit of the parties hereto and their respective executors,
administrators, successors and assigns.
37. Language clause. The parties have agreed that this Lease be drafted in
the English language. Les parties ont convenu que le present bail soit
redige en anglais.
IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of
the date first written above.
"CANAM"
CanAm International Investment Corp.
By:___________________________________
Its:__________________________________
PREMIUM CIGARS
INTERNATIONAL, LTD. "Imperial"
Imperial Tobacco, division of Imasco Limited
By:_______________________ By:___________________________________
Its:______________________ Its:__________________________________
*Confidential portions omitted and filed
separately with the Commission.
11
SCHEDULE "A"
TERRITORY
The territory covered by this Agreement is Canada.
During the term of this Agreement, CANAM may approach Imperial with a view to
expanding the Territory to include the United States of America. Imperial shall
consider this request and advise CANAM of its decision within a reasonable
period.
*Confidential portions omitted and filed
separately with the Commission.
12
SCHEDULE "C"
PRICE SCHEDULE FOR CIGAR PRODUCTS
Sale price for Cigar Products
(per 1,000 cigars)
NSR *
Discount *
Excise Duty: *
Excise Tax *
Invoice price before GST *
Invoice price including GST *
Payment terms are * (including GST) or * (excluding GST) - * - .* The discount
(* per 1,000 cigars) will be allowed on the invoice price before including GST
if payment is received at Imperial's head office within * of reception of
shipment by CANAM.
All increases in excise duties or excise taxes will be passed on to CANAM and
will increase the invoice price.
*Confidential portions omitted and filed
separately with the Commission.
13
SCHEDULE "D"
POLICIES TO BE COMPILED WITH BY CANAM
*Confidential portions omitted and filed
separately with the Commission.
14
EXHIBIT "E"
CUSTOMER SERVICE POLICY
*
TERMS AND CONDITIONS OF SALE
*
*Confidential portions omitted and filed
separately with the Commission.
15
