Exhibit 10.1
SUPPLY AGREEMENT
BY AND BETWEEN
UAB STILMEDA
AND
SHAWCORE DEVELOPMENT CORP
August 17, 2009
SUPPLY AGREEMENT
THIS SUPPLY AGREEMENT, made and entered into this 17 day of August
2009. by and
between SHAWCORE DEVELOPMENT CORP, a corporation having its
principal place of
business and office at, 329 Manchester Rd. Deepcar, Shefield,
England S36 2RB,
hereinafter referred to as "Select," and UAB STILMEDA, a.s., and
having its
principal place of business at Vilniaus raj, Nemezio senuinija,
Didziasalio km,
Vilnius, Lietuva , hereinafter referred to as "Supplier."
WHEREAS, Select is a user of the wood
lumber goods hereinafter described
and desires to establish a formal relationship for the purchase
from Supplier of
such goods; and
WHEREAS, Supplier is a import/exporter and
supplier of such goods and is
willing to provide and sell them to Select, all upon the terms and
conditions
hereinafter stated.
NOW, THEREFORE, in consideration of the
mutual promises and covenants
herein set forth, the parties hereby agree as follows:
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DEFINITIONS
The following terms, word and phrases, shall have the following
meanings:
1. "Products" shall mean wood lumber suited for building homes as
supplied by
Supplier according to Exhibit A.
2. "Improvements" shall mean modifications and/or enhancements to
the products
owned by Select, developed by either party during the term of this
Agreement.
SUPPLY AND PURCHASE
1 During the initial term of this Agreement, Select agrees to
purchase from
Supplier, and Supplier agrees to supply to Select, at the prices
determined in
accordance herewith, and subject to the terms and conditions
hereinafter set
forth in this agreement.
2. Supplier agrees that all Lumber "Products" as specified in
Exhibit A, shall
be delivered exclusively to Select. Inquiries that Supplier
receives relative to
Lumber as specified in Exhibit A, shall be directed to Select.
ORDERS, DELIVERY AND MODIFICATION OF PRODUCTS
1. Purchase Orders. Select shall submit purchase orders for the
Products 95 days
prior to the requested delivery date. The delivery date will be the
date the
order is expected to arrive at the German seaport. Supplier shall
confirm within
one (1) week the purchase orders and delivery dates in writing. All
purchase
orders shall be in accordance with the terms and conditions of this
Agreement
and at the prices established herein.
2. Delivery of Products. Supplier shall deliver the Products within
the times
specified on the individual purchase orders, in the quantities
specified on the
individual purchase orders and at the prices specified herein, all
in accordance
with Select's instructions and specifications. Select reserves the
right to
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adjust the mix of the specifications on purchase orders up to 60
days prior to
the scheduled ship date.
3. Packing and shipping is the suppliers responsibility and shall
be done in
accordance to specifications of the suppliers request as per
order.
QUALITY OF PRODUCTS
1. The quality of all Products delivered by Supplier shall be in
accordance with
the Master Specifications (Exhibit IV) and meet any and all
applicable laws and
regulations promulgated by any European union, federal, state,
local or
municipal governmental authority or agency, including, but not
limited to,
public safety, health and environmental standards, to be clearly
defined by
Select from time to time.
PRICES AND PAYMENT
1. Prices and Adjustments. The initial prices to be paid by Select
for the
Products purchased hereunder shall be the prices set forth in
Exhibit II
attached hereto. In addition to any changes to such prices pursuant
to Paragraph
3.3 hereof, such prices may be subject to annual adjustments as
agreed to by the
parties hereto in writing. Such adjusted prices shall be
substituted for the
prices then set forth in Exhibit II, and a new Exhibit II, as so
modified, shall
be attached to this Agreement.
2. Payment Terms. Payment for delivered Products shall be made via
a wire
transfer by Select in United States Dollars thirty (30) days from
the date of
the Bill of Lading for Products ordered and delivered. From time to
time Select
may wish to pay for delivered Products prior to sea shipment at a
discounted
price as set forth in Exhibit II.
TAXES
1. Except as otherwise provided in this Agreement, Supplier shall
be responsible
for and shall pay any and all (a) export duties, (b) gross receipt,
income and
pre-sale taxes and (c) other charges which relate to the
production, delivery
and sale of the Products, as such are now or may hereafter be
imposed under or
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by any governmental authority or agency. Supplier shall not be
responsible and
shall not pay any taxes or charges as outlined in above levied
after delivery to
Select.
ACCEPTANCE AND WARRANTY
1. Acceptance of Products. Select shall conduct any acceptance
tests at the time
the Products are being prepared for shipment to Select's customers
at its
principal place of business Sheiffield, England, not later than one
(1) year
from the date of receipt. Any Products not rejected by Select by
written notice
to Supplier within such period shall be deemed accepted. Any
Products rejec
