Exhibit 10.4
Letter of Understanding
Distribution Agreement
This letter of understanding is between White Diamond Importers, with principal
executive offices located at 00000 Xxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxx 00000
and Xxxxx-Xxx Beverage Group, a California Corporation with principal executive
offices located at 000 Xxxxx Xxxx Xxxx, Xxx Xxxx, Xxxxxxxxxx.
It is agreed that Xxxxx-Xxx will distribute Brilliant Vodka (Exhibit A)
exclusively in the entire state of California, as agreed to in Exhibit B of the
attached agreement.
It is agreed that this understanding shall remain in full force for two years,
beginning September 1, 1999 and ending August 31, 2001, and thereafter shall
automatically renew for successive one year terms in accordance with either of
the following provisions:
A. After this initial two-year period, sales objectives will be mutually set
by both partners in order to set goals for the extension and renewal of
this understanding.
B. Should no new goals be set, this agreement will renew and remain evergreen,
using the previous year's sales as a benchmark for the next year's goals,
barring any special sale or close out of vintages which would significantly
impact sales numbers.
It is agreed that should White Diamond Importers want to terminate its
understanding with Xxxxx-Xxx, they may do so with a 60-day notice. If so, White
Diamond Importers must pay Xxxxx-Xxx 100% of the gross profit for each case of
product sold for the previous thirty-six (36) months. The thirty-six (36) month
termination agreement is in effect immediately. 100% gross profit defined as
follows: Product cost to San Xxxx, minus average sell price $46.00 - $12.00
gross profit per case support.
Supplier shall provide 100% sampling on a limited basis as needed for the first
90 days, followed by a 50/50 share between supplier and distributor for the
remainder of this agreement.
It is agreed that if White Diamond Importers should terminate this
understanding, they will pickup all merchandise in the Xxxxx-Xxx Warehouse, and
pay an additional $1.00 handling charge per case.
In the event that there is a dispute regarding our business relationship
and understanding, it is agreed that the dispute shall be resolved by binding
arbitration in San Jose, California. It is further agreed that the arbitrator
shall not be a lawyer, and that the disputants shall not be represented by
lawyers, but by themselves.
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Letter of Understanding Page 2
We are fully aware of the provision of section 1282.4 of the California
Code of Civil Procedures as shown below.
1282.4 (Right in counsel)
A party to the arbitration has the right to be represented by an attorney
at any proceeding or hearing in arbitration under this title. A waiver of this
right may be revoked; but if a jury revokes such waiver, the other party is
entitled to a reasonable continuance for the purpose of procuring an attorney.
Added Stats 1961 ch 451 2.
We hereby, with full comprehension of our rights, agree to waive our rights
to be represented by an attorney at any binding arbitration and shall not revoke
such waiver.
IN WITNESS WHEREOF, the parties to this agreement have executed it as of
the date first above written.
FOR SUPPLIER: White Diamond Importers
By /s/ Xxxxx Xxxx Date 9/9/99
-------------- ------
Vice President Sales and Marketing
FOR DISTRIBUTOR: Xxxxx-Xxx Beverage Group
By _____________ Date _______
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Exhibit A: Items To Be Carried
White Diamond Importers Products
Brilliant Vodka 12/750ml
Brilliant Vodka 48/100ml
Brilliant Vodka 120/50ml
Exhibit B: Location To Be Sold Exclusively
The Entire State of California
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