Exclusive Supply Agreement - Rock of Ages Corp. and Eurimex
EXCLUSIVE SUPPLY AGREEMENT
BETWEEN:
1) Rock of Ages Corp., a Delaware corporation, having its principal
quarry office in the Town of Barre, Vermont at: P.O. Box 482, County
of Washington, Town of Barre, State of Vermont, USA 05641 ("ROAC");
and
2) Eurimex, a societe anonyme, having its principal office at Rue Pierre
de Coubertin 4, L-1358 Luxembourg ("Eurimex").
WHEREAS:
ROAC is a producer of granite blocks and wishes to appoint Eurimex as its
exclusive distributor of its Salisbury Pink granite blocks to customers
which are companies or entities which are residents of countries outside of
North America ("Territory") in order that Eurimex can promote the sale of
Salisbury Pink granite blocks.
Eurimex has substantial experience in selling granite blocks in the
Territory and desires to become the exclusive distributor of Salisbury Pink
granite blocks quarried by ROAC and its affiliates.
Eurimex and Carolina Quarries, Inc., now a subsidiary of ROAC, entered into
a supply agreement dated January 21, 1997 which the parties now believe it
is in their mutual best interest to terminate and to substitute this
Exclusive Supply Agreement for it.
THE FOLLOWING HAS BEEN AGREED:
1) ROAC hereby appoints Eurimex as its exclusive distributor in the
Territory to promote and sell Salisbury Pink granite blocks all upon
the terms and conditions as set forth in this agreement. This
agreement shall become effective upon its date of execution but the
term of this agreement ("Term") shall be from February 1, 1998 through
December 31, 2003.
2) The price terms and miscellaneous criteria for Salisbury Pink granite
for 1998 are as set forth in Exhibit A attached hereto and by this
reference incorporated herein. ROAC agrees that the future F.O.B.
quarry prices through the term of this agreement will not increase
more than ***% per cubic meter per ***. Any increases in the
established allowance for inland freight to and wharfage at the port
of Savannah, as referenced in Exhibit A, will be charged directly to
Eurimex as they occur. Eurimex will be invoiced for all actual
containerization charges at the port of Savannah as well as
miscellaneous sur charges as they occur.
3) If shipments are made from any port other than Savannah, Eurimex will
be invoiced for all total actual inland freight charges, wharfage,
handling, containerization, and miscellaneous sur charges that are
incurred for delivery to the port of embarkation.
4) ROAC will make every effort to ensure that the grade of blocks listed
in Exhibit A and sold within North America are not processed for
ultimate export outside of North America, so that Eurimex can be
confident of their exclusive rights to distribute outside North
America. Eurimex and ROAC will make every effort to discuss details
of various projects to maintain open communications and to avoid
Territory disputes.
5) Eurimex agrees to purchase the following minimum quantities and ROAC
agrees to provide the same:
Year Quantity/Month Quality
---- -------------- -------
1998 (Feb. through May) *** E+
1998 (May through Dec.) *** E+
1999 through 2003 *** E+
6) Eurimex may accumulate blocks as needed in order to have sufficient
quantities for shipping. Eurimex agrees to be invoiced (fob quarry
price plus any freight or handling charges incurred) and pay for
accumulated blocks on a monthly basis if invoiced by ROAC.
7) ROAC and Eurimex agree to negotiate in good faith beginning no later
than July, 2003 for an extension of this agreement under which ROAC
will supply Salisbury Pink to Eurimex. It is agreed, however, by each
of the parties, that the agreement in the preceding sentence to
negotiate in good faith does not obligate either Eurimex or ROAC to
either extend this agreement or to enter into a new agreement unless
each party is satisfied as to the terms thereof and those terms are
incorporated in a written agreement executed by each of ROAC and
Eurimex.
8) This agreement supercedes all prior agreements between the parties
hereto and is binding upon and shall inure to the benefit of the
parties hereto and their successors and permitted assigns and neither
party hereto may assign any of its rights, duties and obligations
under this agreement without the written consent of the other parties
hereto.
9) All notices required or permitted under this agreement shall be given
by fax and shall be deemed given when the sending party's fax machine
acknowledges in writing the transmission of the notice to recipient's
fax machine.
10) This agreement is governed by the substantive and procedural laws of
Luxembourg.
11) All disputes between the parties arising in connection with this
agreement shall be finally settled under the Rules of Conciliation and
Arbitration of the International Chamber of Commerce by three
arbitrators appointed in accordance with said Rules. The arbitration
shall take place in the City of Luxembourg and the language of the
arbitration shall be English.
12) In the event that the specific terms and conditions of this agreement
are not being met, either party may terminate the agreement at any
time upon ninety (90) days notice. The party wishing to terminate the
agreement must give written notice to the other, stating the specific
reason why notice is given for termination.
IN WITNESS WHEREOF, the parties hereto have executed this agreement in five
(5) originals as of the 8th day of December 1997.
ROCK OF AGES CORP.
By: /s/ Jon Gregory
----------------------------------
Jon Gregory
Quarry Div. President
EURIMEX, S.A.
By: /s/ Carlo Kirsch
----------------------------------
Carlo Kirsch
Managing Director
By: /s/ Christian Weiler
----------------------------------
Christian Weiler
President
EXHIBIT A
To: Exclusive supply agreement for Salisbury Pink Granite
Rock of Ages Corp. and Eurimex, S.A.
Subject: Prices and terms
1. All prices and sales are made in U.S. Dollars
2. Payment is due 30 days from the date of invoice from Rock of Ages
Corp.
3. Prices are per cubic meter
INL. FREIGHT
PRICE/M3 & WHARFAGE PRICE/M3
GRADE SIZE* FOB QUARRY SAVANNAH FOB SAVANNAH
----- ----- ---------- ------------ ------------
E+ Large $*** $*** $***
E+ Medium $*** $*** $***
Classic II Misc. $*** $*** $***
________
* E+ Large: highest quality; min. length = 8'-0"; min. rise = 4'-0"
E+ Medium: highest quality; min. length = 6'-0"; min. rise = 4'-0"
Classic II (as available) low quality; random sizes
Notes:
1. ROAC agrees that the future F.O.B. quarry prices through the term of
this agreement will not increase more than ***% per cubic meter per
***. Any increases in the established allowance for inland freight to
and wharfage at the port of Savannah, as referenced in this exhibit,
will be charged directly to Eurimex as they occur. Eurimex will be
invoiced for all actual containerization charges at the port of
Savannah as well as miscellaneous sur charges as they occur.
2. If shipments are made from any port other than Savannah, Eurimex will
be invoiced for all total actual inland freight charges, wharfage,
handling, containerization, and miscellaneous sur charges that are
incurred for delivery to the designated port of embarkation.