Registration of Securities by a Small-Business Issuer — Form SB-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SB-2 Registration of Securities by a Small-Business 79 436K
Issuer
2: EX-1.1 Central European Distro Corp. 31 172K
3: EX-2.1 Contribution Agreement 8 27K
4: EX-3.1 Certificate of Incorporation 7 26K
5: EX-3.2 Bylaws 21 69K
6: EX-4.1 Incorporated Under the Laws 2 11K
7: EX-4.2 Warrant Agreement 22 102K
8: EX-4.3 Option to Purchase 11 51K
9: EX-10.1 Stock Incentive Plan 24 98K
17: EX-10.10 Central European Distro 12 51K
18: EX-10.11 Custody Agreement 9 33K
10: EX-10.2 Guiness Brewing Worldwide 4 13K
11: EX-10.3 Contract for Sale Of.... 7 27K
12: EX-10.4 Agreement 5 20K
13: EX-10.5 Agreement 9 21K
14: EX-10.6 Distribution Agreement 8 21K
15: EX-10.8 Employment Agreement 11 47K
16: EX-10.9 Employment Agreement 9 36K
19: EX-21 Subsidiaries of the Registrant 1 7K
20: EX-23 Consent of Independent Auditors 1 8K
21: EX-27 Financial Data Schedule 2 12K
EX-10.5 — Agreement
| EX-10.5 | 1st Page of 9 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Certified translation from the Polish language
================================================================================
Exhibit 10.5
The document consists of four pages.
AGREEMENT
concluded on September 16th, 1996, by and between Przedsiebiorstwo Przemyslu
Spirytusowego "POLMOS" in Bialystok, ul. Elewatorska 20, hereinafter called
"the Seller", represented by:
1. Deputy Manager of the Enterprise - Jan Malachowski
2. Deputy Commercial Manager - Henryk Wnorowski
and
"CAREY AGRI INTERNATIONAL POLAND" Ltd.
03-802 Warsaw
ul. Lubelska 13
hereinafter called "the Purchaser", represented by:
1. Willian Vernon Carey.
2. (no name written)
3. (no name written)
(S) 1
The subject of the Agreement includes sales of spirit products by the Seller to
the Purchaser, as well as a resale of returnable packagings by the Purchaser to
the Seller.
Certified translation from the Polish language
================================================================================
(S) 2
The presentation of the following documents by the Purchaser is a condition for
initiating the co-operation:
. a set of documents required by the Seller, specified in details in the
Enclosure to the Agreement;
. a proper security for liabilities for the benefit of the Seller for the
obtained spirit goods.
(S) 3
Detailed orders for spirit goods shall be submitted by the Purchaser by
telephone or in writing to the Marketing and Sales Department of the Seller.
(S) 4
1. The Seller shall undertake the obligation to supply to the Purchaser spirit
goods at his own cost and in quantities and assortment agreed upon with the
Purchaser.
2. The Purchaser shall be obliged to ensure a return load for the truck -
returnable packagings (bottles with transporters).
3. The value of returned packagings shall be included into the oldest overdue
invoices.
(S) 5
2
Certified translation from the Polish language
================================================================================
1. Returnable packagings shall be collected by the truck supplying spirit goods
on its way back. The cost of the transportation of the return trip with
packagings shall be covered by the Seller.
2. The following bottles and plastic boxes only after spirit goods shall be
subject to returns:
. "sztarser" bottles 0.5 1, 0.25 1, 0.75 1;
. "Polonez" bottles 0.5 1;
. "Katowki" bottles 0.5 1;
. plastic boxes for monopoly bottles 0.5 and 0.25 1;
. plastic boxes for monopoly bottles a' 0.751, "for water" with the
inscription: "POLISH SPAS".
3. The bottles should be supplied in plastic boxes adjusted to their sizes and
segregated according to their types. There cannot be put bottles of various
sizes in one box. Supplies not meeting these requirements shall not be
accepted.
4. Resold packagings should meet the following quality requirements:
. the bottles should be clean, whole, without dents, foreign scents, remnants
of taps, rings,
. they cannot be bottles filled previously with oil and chemical products;
. plastic boxes should be clean, without dents, and cracks.
5. A quality receipt of the bottles and boxes shall take place in the warehouse
of the Seller. Bottles and boxes not meeting requirements
3
Certified translation from the Polish language
================================================================================
according to items 2, 3, 4 shall be deposited in the Seller's warehouse,
which the Purchaser shall be informed about. The deposit shall be collected
within 1 month. Otherwise it shall be liquidated, without any payment for the
bottles, and glass breakage.
6. Prices of returnable packagings shall be determined by the Seller. The
Seller shall inform the Purchaser about every change in the prices in
separate letters.
(S) 6
Spirit goods shall be invoiced according to the producer's prices.
(S) 7
The date of realising the Agreement shall be considered to be the date of
transferring spirit goods to the carrier or to an authorised representative of
the Purchaser in the case of a collection by the Purchaser's own transportation
means.
(S) 8
1. The transfer of goods to the Purchaser shall take place against a VAT
invoice.
2. In the case of noticing any discrepancies between the supplied goods and the
contents of the invoice during the deloading, the Purchaser shall make a
protocol at the presence of the carrier and shall send it by registered mail to
the Seller.
4
Certified translation from the Polish language
================================================================================
3. In the case of a glass breakage noticed during the deloading, the carrier
shall make a protocol on damages at the presence of the Purchaser. The
settlement of the transportation loss shall take place between the Purchaser and
the carrier.
Thus the Purchaser shall be obliged to complete necessary documents, i.e. the
original copy of the damage protocol, the waybill, and bill/note issued for the
carrier and specifying the calculated damage, as well as to send them
immediately to the address of the carrier mentioned in the damage protocol.
(S) 9
The Seller shall be obliged to accept returns of faulty goods noticed during
their transfer to the Purchaser. The returns shall refer only to originally
closed products with damaged excise bands, or without them, as well as products
with undamaged excise bands, but possessing the following defects:
1. products with damaged label bands, or without them;
2. products with impurities or with a changed colour of the liquid;
3. bottles with factory damaged taps;
4. bottles with leaks of the liquid along seams (joints of two opposite halves
of the bottles);
5. empty bottles and not completely filled ones, originally closed with
untouched excise bands.
5
Certified translation from the Polish language
================================================================================
Returns of faulty goods shall take place during the return transportation or
during the subsequent supply on the basis of an outcome protocol of the
Purchaser. The protocol should specify the number of the VAT invoice on the
basis of which the products were supplied, the name, content, and quality of
faulty products, as well as their fault.
(S) 10
1. The payment of the due sum for spirit goods should take place within the
deadline indicated in the VAT invoice into the account of PPS "POLMOS" in
Bialystok in:
. Bank Inicjatyw Gospodarczych S.A., Division in Bialystok, ul. Szosa
Polnocno-Obwodowa 5; No. of the account: 420404-01889001-2511-1;
or in:
. Polski Bank Inwestycyjny S.A., Division in Bialystok, ul. Warszawska 14,
No. of the account: 708010-148018-2511 from the Purchaser's account in:
. Bank Rozwoju Exportu S.A., Division in Warsaw, No. of the account 40002-
282953-2511-1.
2. Payments due to realised purchases of spirit goods shall be "automatically
added" to the oldest overdue invoices, unless they are realised by means of
remittance documents printed by the Seller.
6
Certified translation from the Polish language
================================================================================
3. The fact of not paying or a late paying of the due sums by the Purchaser
shall empower the Seller to suspend further supplies of spirit goods without
bearing the responsibility for not realising the Agreement.
4. An unpuctual payment of invoices by the Purchaser shall
5. result in his burden with statutory interests calculated by the Seller.
(S) 11
1. The Purchaser shall be obliged to inform the Seller about decisions and
facts that have an influence upon his financial situation and to make available
an access to documents, reports, and information rendering the economic and
financial situation to a Seller's employee.
2. The Purchaser shall undertake the obligation to immediately inform the
Seller about every change in the surname, address, name, and head office of the
company, as well as about all changes in his legal status.
(S) 12
In all cases not regulated by the present Agreement there shall be applied
provisions of the Civil Code.
(S) 13
1. The present Agreement has been concluded for an unlimited period of time
with a one-month-long notice period for every party.
2. The present Agreement shall be immediately terminated in the case documents
empowering the Purchaser to realise purchases of spirit goods
7
Certified translation from the Polish language
================================================================================
become invalid, as well as in the case when the Seller is informed about an
insolvency of the Purchaser.
(S) 14
Disputes resulting from the present Agreement shall be solved by the Economic
Court in Bialystok.
(S) 15
The present Agreement has been made in two equal copies, one copy for every
party. The present Agreement shall be valid since September 16th, 1996.
Seller:
Partially illegible rectangular seal: "... of the Commercial Manager. Henryk
Wnorowski" (-) illegible signature
Rectangular seal: "Director. Jan Malachowski" (-) illegible signature
Rectangular seal: "Polmos. Przedsiebiorstowo Przemyslu Spirytusowego in
Bialystok. 15-950 Bialystok, ul. (illegible name of the street and number of
the building".
Purchaser:
Rectangular seal: "William Carey. President of the Board of Directors Carey I.
Poland Sp. z o.o." (-) illegible signature
Rectangular seal: "Carey Agri International-Poland Sp. z o.o. 03-802 Warszawa,
ul. Lubelska 13, tel. 618-50-25, 618-05-77, 618-60-17, fax 618-02-38.
8
Certified translation from the Polish language
================================================================================
REPERTORY NO. 125/97
I, Monika Ewa Rybak-Ruiz M.A., the undersigned Court-commissioned Sworn
Translator and Interpreter in Warsaw, do hereby certify the conformity of this
present translation with the original of the document written in Polish.
Collected: net fee: PLN 125.20
VAT (22%): PLN 27.54
Gross sum: PLN 152.74
Warsaw, September 19th, 1997
Monika Rybak Ruiz
TLUMACZ PRZYSIEGLY
jezyka angielskiego
ul. Filmowa 56a, 04-929 Warszawa
tel./fax 12-49-37
tel. kom. 0-90-22-00-17
9
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