Exhibit 10.18
CERTAIN INFORMATION INDICATED BY [* * *] HAS BEEN DELETED FROM THIS EXHIBIT AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 406.
SELLERS AGREEMENT
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THIS AGREEMENT, made and effective this 12th day of January, 2004, by and
between Viper Motorcycle Company (Viper) a Minnesota corporation, with its
headquarters located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, and
▇▇▇▇▇▇▇ Racing, a California corporation with its headquarters located at ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
WITNESSETH, WHEREAS, Viper is engaged in the business of developing,
producing and marketing premium motorcycles of heavyweight "cruiser" class; and
FURTHER WHEREAS, this Agreement is a sellers agreement between Viper and
▇▇▇▇▇▇▇ Racing to provide for the supply and/or development of V-Twin engines to
be supplied by ▇▇▇▇▇▇▇ Racing to Viper Motorcycle Company for powering Viper
cruiser motorcycles to be manufactured and marketed by Viper.
NOW THEREFORE, for valuable consideration including the mutual promises
and covenants of the parties hereto contained in this Agreement, the parties
hereto agree as follows:
1. SELLERS AGREEMENT - ▇▇▇▇▇▇▇ Racing hereby agrees to supply V-Twin
motorcycle engines to Viper on a long-term basis, including
certain design and development by ▇▇▇▇▇▇▇ Racing as provided
herein, under the terms of this Agreement, in consideration for
which Viper shall pay ▇▇▇▇▇▇▇ Racing for engine products and
engine design/development in accordance with the various payment
terms and conditions set forth in this Agreement.
2. ENGINE TYPE - The V-Twin engine to be supplied by ▇▇▇▇▇▇▇ Racing
to Viper shall be the 128" V-Twin which will be developed by
▇▇▇▇▇▇▇ Racing. Promptly upon execution of this Agreement by both
parties hereto, ▇▇▇▇▇▇▇ Racing shall ship one complete polished
125 engine with related necessary components to Viper on a COD
payment basis in the amount of [* * *], excluding freight.
Additional new production ▇▇▇▇▇▇▇ 128 engines shall be supplied to
Viper in quantities and at times set forth by individual purchase
orders, provided that any shipment shall be for a minimum of eight
(8) engines. Subject to sufficient lead time (at least 8 weeks) on
custom cases and cylinder heads.
3. Payment for ▇▇▇▇▇▇▇ Racing 128 engines shall be as follows:
i) [* * *] per engine, including polishing, carburetor and
intake manifold. Prices are excluding freight.
ii) All engines shall have the Viper logo embossed on
crankcase, cylinder heads & ignition covers at an
additional cost. (to be determined)
iii) Payment is on a 50% down with the balance on a COD basis.
Viper also shall have the right to renew the supply terms of this
Agreement on a year-to-year basis on mutually agreed payment terms
provided such renewal notice is given to ▇▇▇▇▇▇▇ Racing in writing at
least 30 days prior to the end of the initial or each renewal annual
period and the annual order requirement of a minimum 100 engines is
maintained by Viper. The parties hereto also shall endeavor to reduce the
price per engine unit as possible through productivity efficiencies and
economics of scale, but in no event shall the price per engine for any
128 c.i. engine exceed that of the initial year hereof without the
consent of Viper. In the event of unforeseen vendor price increase
▇▇▇▇▇▇▇ Racing would give 30 day notice of any price increase. Both
parties hereto acknowledge that the 128" V-twin engine is made
exclusively for and is proprietary to Viper, contingent upon Viper
ordering minimum of 100, 128" motors are ordered and shipped within 1
calendar year.
4. EPA Emissions Certification - Regarding the 128" engine being
developed by ▇▇▇▇▇▇▇ Racing for exclusive proprietary use of
Viper, ▇▇▇▇▇▇▇ Racing shall assist Viper in obtaining EPA
certification for such engine, with the cost of such certification
to be paid by Viper.
5. The parties hereto shall prepare desired press releases disclosing
this sellers agreement promptly upon it's closing; provided,
however that no press release shall be disclosed, published or
otherwise distributed without the review and consent thereof both
parties hereto.
6. ▇▇▇▇▇▇▇ Racing Brand - Viper shall not be allowed to use the
▇▇▇▇▇▇▇ Racing logo, the term of brand "▇▇▇▇▇▇▇ Racing", or any
mention of ▇▇▇▇▇▇▇ Racing Performance in its products or the
promotion thereof without the express approval of ▇▇▇▇▇▇▇ Racing.
7. ▇▇▇▇▇▇▇ Racing shall not be responsible for any product liability
claims arising out of the sale or use of its engines for Viper
products. Viper shall hold harmless and indemnify ▇▇▇▇▇▇▇ Racing
in regard to any such claims affecting ▇▇▇▇▇▇▇ Racing.
8. NOTICES - Any notices required by either party hereto to be given
to the other party shall be in writing sent by registered or
certified mail, delivered in person or sent by FAX of email
provided acknowledgement of the other party to such FAX or email
is received by the sending party. Written notice by letter shall
be sent to the California address of ▇▇▇▇▇▇▇ Racing in the case of
notice to ▇▇▇▇▇▇▇ Racing, and the New Hope, Minnesota address of
Viper in the case of notice to Viper.
9. DOLLAR REFERENCES - All references in this Agreement to dollar
amounts shall mean U.S. dollars.
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10. TERMINATION - This Agreement may be terminated as follows:
i) by written consent of both parties hereto; or
ii) by either party hereto in the event the other party
committed a material breach of the terms hereof, unless
such breach is cured by the breaching party within (30)
days of notification thereof in writing by the
non-breaching party; or
iii) if this sellers agreement has not been approved by the
Board of Directors of either party hereto as required
hereunder, or if the seller's agreement ends according to
terms.
11. GENERAL - This Agreement and its terms and conditions shall be
binding upon and inure to the benefit of both parties hereto, and
any successors and permitted assigns thereof. No assignment hereof
is permissible without the consent of the other party.
This Agreement constitutes the entire agreement between the parties
hereto regarding the subject matter of this agreement, and any prior
understandings or agreements. Whether written or oral, are hereby
integrated into or superseded by the terms hereof. Any schedules hereto
constitute an integral part of this Agreement. Any representations and
warranties of either party hereto in this Agreement shall survive the
Closing Date of the Agreement.
This Agreement may be executed in two counterparts, each of which shall
be deemed an original but both together shall constitute one and the same
document. This Agreement may be executed by either party hereto and transmitted
by telecopy or facsimile, and if so executed an original Agreement at the same
time.
IN WITNESS WHEREOF, the parties hereto have duly executed this agreement on the
day and year first above written.
Viper Motorcycle Company
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Its: Chief Executive Officer
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▇▇▇▇▇▇▇ Racing
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇
Its: Chief Executive Officer
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