DISTRIBUTION AGREEMENT MARCOS LENCOVSKI DBA NATALIE'S WHOLESALE ("Herein after referred to as the "Distributor-)
EXHIBIT 10.10
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DBA
NATALIE'S WHOLESALE
("Herein after referred to as the "Distributor-)
GIGANTIC PARFUMS, LLC.
Tax Id #▇▇-▇▇▇▇▇▇▇
Herein after referred to as the "Company")
THIS AGREEMENT (this "Agreement") is made as of the 28 day of June, 2011 by and between Gigantic Parfums LLC., a Florida corporation having an office located at ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Gigantic') and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ dba Natalie's Wholesale.
WHEREAS. GP LLC is engaged in the business of conceiving, developing and branding fragrances and related products
WHEREAS, GP LLC is a party to that certain Exclusive License Agreement executed as of June 2011 pursuant to which GP has licensed from July Moon Productions Inc., LLC o/b/o ▇▇▇▇▇▇ ▇▇▇▇▇ certain worldwide rights to create, conceive of, develop. produce. manufacture. impact. design, market, sell and distribute fragrances for men. women and children. and related products embodying the trademark -▇▇▇▇▇▇ ▇▇▇▇▇" (collectively, the "Products"): GP LLC
NOW, THEREFORE. the parties hereto hereby agree as follows:
ARTICLE I
APPOINTMENT
GP hereby appoints ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ the ("Distributor"), the sole distribution for ▇▇▇▇▇▇ ▇▇▇▇▇ .50 oz/15m1 spray and 4 pc gift set (3.4 oz, 4 oz body lotion, 4 oz shower gel, .50 oz/15m1 purse spray) worldwide during the term of this Agreement.
ARTICLE II
TERM
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1. Term. The term of this Agreement shall commence on the date hereof and shall continue for a period of three (3) years starting on the ship date of May 2012 or when the first shipment occurs with automatic annual renewal terms of one (1) year under the same conditions under this agreement unless GP decides to discontinue production of the product.
ARTICLE III
PRICES; PAYMENT; ORDER; EXCHANGE
1. Prices Payment. The price payable to Gigantic Parfums by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ provided under this Agreement (collectively) for the Products shall be as set forth on Schedule A hereto (the "Prices"). ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ dba Natalie's Wholesale agrees to pay to Gigantic all invoiced amounts (by check ) upon receipt of invoice. All payments shall be made in U.S. Dollars.
First Order. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ dba Natalie's Wholesale agrees to purchase Five- Hundred $500,000.00 from Gigantic Parfums LLC on June 27. 2011. Gigantic Parfums will grant Natalie's wholesale a 9% cash discount off the invoice amount equaling $45,000.00. Gigantic Parfums is obligated to fulfill Natalie's purchase order in the amount of $500,000 within the 1 year after the first ship date, unless Natalie's request different.
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Gigantic Parfums LLC will grant Natalie's Wholesale a credit for the amount paid of the "First order" if Natalie's wholesale decides to cancels and/or changes the order. In the event Natalie's Wholesale cancels and/or changes the order. GP will exchange the dollar amount for ▇▇▇▇▇▇ ▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇'▇ regular perfume products. Natalie's Wholesale will give GP 30 days written notice of such exchange.
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1. Modification
No modification or waiver of any of the terms of this Agreement shall be allowed unless by written agreement signed by both parties. No waiver of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default of the same or similar nature.
Binding Effect
Except as otherwise provided in this Agreement, all of the covenants, conditions, and provisions of this Promissory Note shall be binding upon the parties hereto and their respective heirs, personal representatives, executors, administrators, successors, and assigns.
2
Governing Law
This distribution agreement will be construed in accordance with and governed by the laws of the State of Florida.
The parties hereby indicate by their signatures below that they have read and agree with the terms and conditions of this Agreement in its entirety.
Distributor: Natalie's Wholesale
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Company: Gigantic Parfums. ▇.▇▇.
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| Dated: June 28, 2011 | |||
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Schedule A
▇▇▇▇▇▇ ▇▇▇▇▇ Fragrances
Women
"Selena" by ▇▇▇▇▇▇ ▇▇▇▇▇
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REEERENCE
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DESCRIPTION
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US SUGGESTED RETAIL
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EXPORT PRICE
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WOMEN
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| 1.5.15.80 |
3.4 oz/100ML EDP SPRAY
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555.00 |
113.25'
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| 15.13.80 |
1.7 oz/50ML EDP SPRAY
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545.00 | 311.25 | |||||||
| 15.12.80 |
1 oz/30 ml EDP SPRAY
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532.00 |
sasoo'
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| 15.10.80 |
.50 oz/15m1 EDP SPRAY
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525.00 | 13.50 | |||||||
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GIFT SETS
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| 1531.40 |
3.4 oz/ 100m1 Spray. 120m1 Shower gel. 120m1 body lotion. 15ml purse spray
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555.00 | 518.00 | |||||||
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COLLATERAL
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VALUE
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| 15.15.82 |
3.4 oz EDP TESTER
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58.00 | ||||
| 14.01.83 |
3m) EDP SPRAY VIAL ON CARD IPPK SO)
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525.00'
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14.01_84
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BLOTTER CARDS PPR of 100
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54.00'
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14.10_84
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SHOPPING BAGS (PPR 25)
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525.00 | ||||
| 16.50.85 |
TESTER DISPLAY UNIT
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525.00 | ||||
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Irom: ▇▇▇▇▇▇▇ ▇▇▇▇▇ <▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇>
▇▇▇▇: Thursday, August 16, 2012 11:25 AM
To: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Cc: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Subject: Re-assignment Agreement
Dear ▇▇▇▇▇▇▇,
I am the President of Gigantic Parfums, LLC and Chief Operating Officer and Vice President of Adrenalina dba ID Perfumes. Gigantic Parfums, LLC hereby assigns its ▇▇▇▇▇▇ ▇▇▇▇▇ product agreement for ▇▇▇▇▇▇ ▇▇▇▇▇ 4pc set with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ to Adrenalina dba ID Perfumes. The agreement entered between Gigantic Parfums, LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ for the ▇▇▇▇▇▇ ▇▇▇▇▇ 4pc set was solely for the benefit of Adrenalina dba ID Perfumes.
The re-assignment of this agreement shall become effective as of June 28, 2011.
Regards, ▇▇▇▇▇▇▇
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