Exhibit 10.3
Contract for Sale of beer or other Products No.: PL 002160096/96/0002
concluded between:
1) XXXXX AGRI - International Poland, xx. Xxxxxxxx 00, 00-000 Xxxxxxxx, Xxxxxx
(hereinafter referred to as the "Buyer")
and 2) PLZENSKY PRAZDROJ, a.s. (PILSNER URQUELL a.s.), X Xxxxxxxxx 0, 000 00
Xxxxx Xxxxx Xxxxxxxx (hyereinafter referred to as the "Seller")
Preamble
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Whereas, the Buyer is engaged in the import, distribution, sale and marketing of
beverages in the Territory as hereinafter defined,
Whereas, the Seller wishes to increase volumes and quality of sales of Products
in the Territory as hereinafter defined,
Whereas, the Buyer is able and wishes to extend the sales, look for and find new
gaps in the Territory's market for Products with his import and distribution
services and contracts,
Whereas, both parties are prepared and willing to use their best commercial
endeavours to fulfill the aforementioned targets,
the two parties have agreed as follows:
Purpose of the Contract
-----------------------
This contract is concluded with the aim to settle the conditions under which the
individual contracts of sale and purchase shall be concluded between the parties
within the duration hereof and under which the further commercial cooperation
between the parties or the parties' activities concerning the Products shall
occur.
1. Definitions and Interpretations
-----------------------------------
"The Products" means Pilsner Urquell beer.
"The Territory" means all existing trade sectors of POLAND. For the avoidance
of doubt the Territory does not include any overseas territories
and/or duty free market which shall be subject to an individual agreement of the
parties;
"The Trade Marks" means those marks, trade marks, trade names, appellations of
origin, designs or other means of identification used in connection with the
production, advertising promotion, sale and distribution of the Products;
"Contractual Year" means the period between Commencement Date and 31.12.1997;
"Writing" includes cable, telex, facsimile transmission or comparable means of
communication;
2. The Products and their prices
---------------------------------
Pilsner Urquell 12% pale Carton 20 Euro- bottles 0,50L USD 6,8_
Pilsner Urquell 12% pale Carton 20 ALE- bottles 0,50L USD 7,00
Pilsner Urquell 12% pale Carton 24 bottles 0,33L USD 6,5_
Pilsner Urquell 12% pale Carton 24 bottles 0,33L, 6 Pack USD 7,88
Pilsner Urquell 12% pale Carton 24 bottles 0,33L, 4 Pack USD 7,88
Pilsner Urquell 12% pale Carton 12 bottles 0,66L USD 5,67
Pilsner Urquell 12% pale Carton 24 cans 0,33L USD 6,41
Pilsner Urquell 12% pale Carton 24 cans 0,50L USD 8,90
Pilsner Urquell 12% pale KEG casks 100L USD 36,00
Pallet (Size Euro) USD 10,00
The prices are valid since 1st April 1997.
The prices are constructed upon EX WORKS Plzen (Incoterms 1990) basis. The
prices can be altered by the Seller in accordance with economic changes, price
changes in the beer market or changes in the sphere of raw materials, energy
etc. Such alteration comes into force 15 days after the date of Buyer's coming
into attention of such notice of price alteration.
The price of the transport with 22 tons truck: Plzen - Pruzkow 1.000, - USD
-"- izo truck: Plzen - Pruzkow 1.300, - USD
3. Quantity
------------
The Buyer undertakes to buy the following minimum quantity of the contractual
goods in the first contractual year: 10.000 hl.
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The minimum quantity for the following contractual years shall be subject to
negotiations at least 2 months prior to the last day of any calendar year.
In case no agreement is reached the minimum quantity shall be increased for each
subsequent Contractual Year by 5% of the minimum quantity valid in the previous
Contractual Year.
4. Quality
-----------
The guarantee period: - bottled
and canned 12% beer Products ------ 6 months
- bottled and canned 10% beer Products ------ 3 months
- draft beer 12%----------------------------- 3 months
from the date of production under condition and only in that case, that the
Products will be stored by the Buyer and its customers in a regular way. The
Products must be stored at a dark place protected against sunlight. The
Products must not be exposed to bigger changes of temperature. Storage
temperature is within the interval between +4 to +20 Celsius grade.
5. Returnable package
----------------------
1. The Buyer grants the Seller returning of empty package (i.e. KEG casks) as
soon as possible in the same state, quality and quantity not later than 4 months
from the time of delivery.
2. The Buyer and the Seller will keep the balance of the package and will
balance the quantity of the package at the Buyer's side twice a year, i.e. 28th
February and 15th September. When finding the balance of the package not
balanced from the Buyer's side, the Seller is entitled to require returning the
package within 30 days. In case the Buyer does not meet this time limit, the
Buyer is obliged to pay the value of the package within next 15 days.
6. Terms of payment
--------------------
The payment for the deliveries shall be performed by the Buyer according to the
invoice issued by the Seller 60 days after the date of issue to the bank of the
Seller: Ceskoslovenska obehodni banka, pobocka (branch) Plzen, account no. 042
41 0301 0300.
The moment of the payment means the date of bank transfer.
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7. Other Buyer's obligations
-----------------------------
Buyer shall during the continuance of this Contract:
a) notify the Seller, forthwith upon coming to its attention in relation to the
Products:
. of any fact, matter or event that involves potential liability of the Seller
to any third Territory
. of any complaint arising in the Territory whether or not such complaint
could give rise to a liability of the Seller
. of any infringement, threatened infringement or other improper or wrongful
use in the Territory of any Seller's trade marks, trade names, copyright or
other intellectual property and/or any of their parts and shall use its best
endeavour to protect and guard the Seller's rights;
b) provide the Seller with a report of the state of the market for the Products
in the Territory every six months.
8. Purchase orders
-------------------
Purchase orders shall be sent in writing and served to the Seller not later than
on Tuesday every week so that the Products could be dispatched in the following
week.
Any order for the delivery of the Products shall be performed in accordance with
this Contract and is a separate contract of sale and purchase after the order is
confirmed or the Products are dispatched by the Seller.
9. Trade marks
---------------
. Buyer shall distribute the Products in the Territory only under the Trade
Marks, in packaging and under the name and description previously approved
by Pilsner Urquell a.s. in written and under no other trade marks, names
and descriptions. Buyer shall not alter or allow the Trade Marks to be
altered and acknowledges Pilsner Urquell a.s. the proprietor of the Trade
Marks in the Territory.
. Buyer shall perform at its own cost after appropriate consultation with the
Seller an efficient marketing and advertising support for the Products with
the aim to increase demand for the Products in the Territory. Buyer shall
promote and/or advertise the Products exclusively in the form and manner
previously agreed by the Seller in
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writing. (This includes also visit cards, inscriptions on the cards etc.
which contain the Seller's Trade Marks.)
10. Time of delivery
---------------------
The delivery time (the date of the dispatch from the Seller's brewery) is in the
period within 7 days after the date of receiving the payment of the contract
price for the Products. The Products will be delivered upon EX WORKS Plzen
(Incoterms 1990).
The Seller shall assert the respective delivery basis on the proforma-invoice.
11. Territory
--------------
The deliveries of the Products are allowed and destined for the consumption only
in the Territory. Re-export in prohibited, unless the legislation states
otherwise. The Buyer shall secure that his customers shall not re-sell the
Products outside the Territory. In case re-export is performed the Buyer shall
pay to the Seller the penalty in the amount of USD 10.000, - for each case of
any re-export delivery.
12. Confidentiality
--------------------
At no time the parties shall communicate to any third party any confidential
trade or company matters which without prejudice to the foreign generality shall
include inter-alia, know-how, processes, ingredients, equipment and prices, and
other information coming to their attention in consequence of their having
entered into this Contract. This obligation shall continue after the
termination of this Contract without limit in point of time.
13. Waiver
-----------
Neither party may assign its rights or obligations under this Contract except on
the basis of the other's prior written consent.
15. Prior agreements
---------------------
This Contract represents the entire agreement between the parties and supersedes
any prior agreements or understandings relating to the same subject, whether
written or oral.
16. Severance
--------------
Should any provision of this Contract be discovered or declared by both parties
or by any competent authority to be legally void or unenforceable,
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then that provision shall be severed from all other provisions of this Contract,
which other provisions shall continue in force unaffected. Such severed
provision shall be replaced by the legal provision closest by its contents to
the purpose that the parties wanted to reach, or the parties shall conduct
negotiations in good faith with a view to reaching a new legal, valid and
enforceable provision containing the closest understanding to that severed
provision.
17. Duration
-------------
This Contract is valid from the date of subscription and its validity will
expire on 31.12.1997. Before the date of expiry of this Contract either party
may terminate the Contract forthwith by written notice in the event that:
. the other party commits substantial (material) breach of any of its
obligations hereunder and/or fails to remedy such breach within 30 days of
written notice specifying the breach and requiring it to be remedied if the
breach or fault is capable of remedy (for the avoidance of doubt breach of
any of the obligations herein are considered as substantial/material
breach), or
. the other suffers any receivership, bankruptcy or liquidation of itself or
any of its assets or subsidiaries or enters into composition or arrangement
with its creditors or ceases to carry on its business, or
. the other party is at the rate of more than 50% acquired by or merges with
another firm or company or group and the party at its reasonable discretion
considers the acquisition of such equity interests. Any notice given
hereunder must be given within 6 months of the respective party's coming
into attention of such fact.
18. Amendments
---------------
All modifications of and amendments to the Contract must be performed in the
written form and accepted and undersigned by both parties, otherwise they are
void.
19. Choice of Law and Arbitration
----------------------------------
This Contract and any contract for sale and purchase made hereunder shall be
governed by and construed in accordance with the laws of Czech Republic. Any
dispute arising out of or in connection with this Contract, which cannot be
settled by conciliation, shall be referred to and finally resolved by the Court
of Arbitration attached to The Economic Chamber
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of Czech Republic and The Agricultural Chamber of Czech Republic in Prague.
13.12.96
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Place and Date Place and Date
Xxxxx Agri International-Poland Pilsner Urquell, a.s.
Sp. Z.O.O. Marketing and Xxxxxx Xxxxxxxxxx
00-000 Xxxxxxxx, xx. Xxxxxxxx 00
tel 0000000, 0000000,
0000000 fax 0000000
/s/ Xxxxxxx Xxxxx
Dyrektor Zarzadu
CAREY POLAND Sp. Z.O.O. [illegible signature]
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In the name and on behalf In the name and on behalf
of of
the Buyer the Seller
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