12.01.04
KNIGHTSBRIDGE
Fine Wines
AGREEMENT
This Agreement is made as of the 20th day of November 2003 between the
Gutsverwaltung Niederhausen-Schlossboeckelheim, represented by its owner ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, whose personal address is ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇-▇▇▇. ▇ ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ("Supplier") and Knightsbridge Fine Wines ("KFW"), a Nevada
Corporation, with its principal place of business at ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇., ▇▇▇.
WITNESSETH
WHEREAS, Supplier is engaged in the production and sale of certain wines under
the name Gutsverwaltung Niederhausen-Schlossboeckelheim
WHEREAS, Supplier is desirous of giving KFW the exclusive right to sell the
wines in North America, Asia, and duty free shops.
WHEREAS, KFW, desirous of being the exclusive Sales Agent for the stated wines
upon the terms and conditions set forth hereinafter; and
WHEREAS, the parties hereto have agreed to set forth their mutual understanding
in writing;
Now, therefore, in consideration of the promises and covenants herein set forth,
and for other good and valuable consideration, the parties agree as follows:
1. APPOINTMENT
Supplier hereby grants to KFW the exclusive right to market wines into North
America, Asia, and all duty free shops. All other marketing activities for the
wines of Gutsverwaltung Niederhausen-Schlossboeckelheim shall not be affected by
this provision.
2. ACCEPTANCE
KFW agrees to exercise its best efforts to publicize, promote and sell at its
own expense the wines of Gutsverwaltung Niederhausen-Schlossboeckelheim and
accomplish the widest possible distribution of the wines in the assigned
markets.
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3. TERM
This Agreement shall be effective as of the date KFW has submitted a sales plan
that has the stated goal of the purchase of at least 70 000 bottles of 750 ml
each. Having been mutually executed, this Agreement shall continue until
December 31st 2004. It shall be automatically renewed for successive one year
terms, unless one party shall deliver to the other party written notice of its
intent not to renew 60 days prior to the expiration of the initial term.
4. ORDERS AND SALES
KFW shall solicit and confirm all orders it chooses to accept for the wines
within the assigned territories, and arrange for shipments to be sent directly
by Supplier, or such warehouse or shipping location as designated by KFW. All
freight charges shall be to the account of KFW.
5. SALES PLAN
KFW shall provide a sales plan to ▇▇. ▇▇▇▇▇▇ for calendar year 2004 by January
31st 2004 at the latest.
6. PAYMENT
Upon placement of an order KFW shall provide Supplier with a 90 day letter of
credit, which shall become effective upon shipment date (ex cellar).
Upon placement for bulk wine to be bottled, KFW shall provide a 180 day letter
of credit. Such letter of credit shall convert to a 90 day letter of credit upon
shipment date of said wines.
7. INVENTORY AND PRICING
▇▇. ▇▇▇▇▇▇ shall provide to KFW a detailed list of bottled wine and bulk
inventory according to the offer from November 20th, 2003, complete with
technical information. The average finished price per bottle has been agreed
upon at 2.50 EUR per bottle ex cellar. This price shall only be valid for wines
of the year 2002.
8. INITIAL SALES VOLUME
KFW and Supplier agree that the initial sales volume target for 2004 is 100 000
bottles of 750 ml each.
9. PRESS RELEASES
All press releases or marketing materials created by KFW shall require ▇▇.
▇▇▇▇▇▇'▇ prior approval.
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10. INDEMNIFICATION
Supplier shall save KFW harmless from and against and indemnify KFW for all
liability, loss, costs, expenses (including attorney's fees and expenses), or
damages howsoever caused by reason of any defective wines or any act or omission
of Supplier sustained by any person or to property, and for infringement of any
rights or third parties. However, Supplier shall expressly be liable only for
the wine quality to the extent he has influence on this until being bottled.
Supplier cannot be made liable for negative changes that occur after bottling
(such as, e.g., tartar sediment or taste of cork) or during transport or further
storage
11. ASSIGNMENT
This Agreement may be assigned by KFW to any subsidiary of Knightsbridge Fine
Wines Inc.
12. ENTIRE AGREEMENT
This Agreement sets forth the entire and only Agreement or understanding between
the parties relating to the subject matter hereof. Neither party shall be bound
by any condition, definition, warrant or representation with respect to the
subject matter of this Agreement, except as provided for herein.
13. GENERAL
A) This Agreement shall be governed by the laws of the Federal Republic of
Germany because the production of the subject matter of this Agreement
is only permitted pursuant to the "Deutsche Weingesetz" (German Wine
Law).
B) If any provision of this Agreement, or the application thereof to any
party or circumstances are held invalid or unenforceable, the remainder
of this Agreement and the applicability of such provision to other
parties or circumstances shall not be affected thereby. To this end,
the provisions of the Agreement are declared severable.
C) This Agreement may be executed in two or more counterparts, which taken
together, shall constitute one and the same instrument.
In Witness Whereof, the parties hereby execute this Agreement as of the date
first written above.
GUTSVERWALTUNG
NIEDERHAUSEN-SCHLOSSBOCKELHEIM KNIGHTSBRIDGE FINE WINES
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: ▇▇▇▇▇ ▇▇▇▇▇▇ Chairman
Owner