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EXHIBIT No. 423 [Copy of Park & Tilford Import Corp.-Wm. Sanderson & Son, Ltd., import agreement furnished by counsel

for Park & Tilford Import Corp.) WM. SANDERSON & SON, LTD.,

38 Eastcheap, London, E. C. 3, England. DEAR SIRS: We hereby authorize and request you to pay, as our Agents and on our behalf, all freight and Consular fees, and for Certificates of Age and Origin, in respect of all shipments of Scotch Whisky sold by you to us under and by virtue of the Agreement dated the — day of

1939. Kindly render to us Statements showing the amounts expended by you on our behalf in making the above payments, and we hereby undertake to repay the same to you forthwith. Yours faithfully,

PARK & TILFORD IMPORT CORPORATION,
F. G. HANDREN, President.

WILLIAM SANDERSON & SON, LIMITED, AND PARK & TILFORD IMPORT

CORPORATION

AGREEMENT RE "SPECIAL RESERVE”

THIS AGREEMENT is made in London, England, the day of

One thousand nine hundred and thirty-nine, between WILLIAM SANDERSON & SON, LIMITED, whose registered office is at Charlotte Lane, Leith, Scotland (hereinafter referred to as “the Company”), of the one part, and PARK & TILFORD IMPORT CORPORATION, whose registered office is situate at 485 Fifth Avenue, New York, N. Y., U. S. A. (hereinafter referred to as “the Sole Distributor”), of the other part, WHEREBY IT IS AGREED as follows:

1. The Company will not during the currency of this Agreement, except as hereinafter mentioned, sell the brand of Scotch Whisky specified in Clause 2 hereof or any other brand of Scotch Whisky which the company may hereafter and during the terms of this Agreement produce for sale under its own name to anyone within the Forty-eight States of the United States of America and the District of Columbia and the territory of Alaska (hereinafter called “the said territory') other than the Sole Distributor.

2. The Company agrees to sell to and the Sole Distıibutor agrees to purchase from the Company the Company's brand of “Special Reserve” Scotch Whisky in cases, at

per case (or at such altered or modified price as may be fixed by the Company under and. by virtue of the proviso to this Clause). Each case shall contain one dozen bottles and each case of one dozen bottles shall contain as nearly as practicable 2.40 American gallons.

All goods shall be delivered free on board any port in the United Kingdom: PROVIDED, NEVERTHELESS, that the Company reserves the right at any time and from time to time to increase or modify the said price.

3. AU Scotch Whisky purchased from the Company by the Sole Distributor under and by virtue of the terms of this Agreement shall be purchased for the purpose, and only for the purpose, of enabling the Sole Distributor on its own behalf and not on behalf of the Company to resell such Scotch Whisky in the same bottles or containers as those in which the same shall have been received by the Sole Distributor from the Company such bottles are containers and their said contents then to be in the same condition as when received by the Sole Distributor from the Company, and the Sole Distributor is not and shall have no right whatsoever to act as Agent for or otherwise to act for or represent the Company or to pledge the credit of the Company or contract any liabilities whatsoever on the Company's behalf.

4. Payment for all goods supplied by the Company under this Agreement shall be made as follows: At the date of each shipment the Company will cable to the Sole Distributor the net invoice value which shall be based on the price set out in clause 2 hereof less Two and a half per centum (cash discount). The Sole Distributor shall within Fourteen days from the date of shipment establish at a London Bank a credit in the Company's name for the full amount due; if the Company shall waive all or any of the provisions of this Clause in the case of any shipment it shall not operate as a waiver of all or any of the provisions of this clause as to any other shipment.

* Price deleted at the request of Park & Tilford Co.

5. The title to and the property in all goods so shipped to the Sole Distributor as before mentioned shall pass to the Sole Distributor on delivery any port in the United Kingdom to a Steamship Company or other common carrier.

6. The Sole Distributor shall not knowingly sell any Whisky supplied to it under this Agreement to any person or persons, firm, or company for shipment resale or consumption outside the said territory or for resale within the said territory otherwise than in or from the said bottles and containers.

7. The Company reserves the right to sell its said brand of Scotch Whisky direct to any customer within the said territory who declines to purchase the same from the Sole Distributor or who prefers to deal direct with the Company. Particulars of all such sales shall be furnished by the Company to the Sole Distributor as they are made. And in case of any such direct sale the Company will allow to the Sole Distributor an amount equal to the increase in price (if any) charged to and paid by any such customer over the gross price which would have been paid for the same goods by the Sole Distributor.

8. The Sole Distributor will at its own expense use every endeavour by the employment of efficient salesmen who shall travel throughout said territory and by all other possible and legitimate means to push its own sales of the said brand of Scotch Whisky within the said territory.

9. The Company reserves the right to allocate at its sole discretion the quantities of Scotch Whisky to be supplied to the Sole Distributor from time to time if in the opinion of the Company its supplies shall not be sufficient to meet the requirements of all its customers. After notice to terminate this Agreement has been given as hereinafter provided the Company shall only be bound to supply the Sole Distributor with such quantities of Scotch Whisky as the Company in its absolute discretion shall consider sufficient to satisfy the reasonable requirements of the Sole Distributor for such period. The Company will not accept any responsibility and shall not be liable for any loss, damages, or delay caused by war, riots, civil commotions, strikes, lock-outs, labour troubles, or any other events and contingencies which are unavoidable or for any other cause whatsoever beyond its control which may prevent or impede the Company in performing and observing any of the conditions and agreements on its part herein contained.

10. The Sole Distributor will keep all usual and proper records of all sales made of the Company's Whisky under this Agreement; and the Company, its Accountants, and other representatives duly appointed in that behalf in writing shall at all times have access to such records.

11. The Sole Distributor will promptly notify the Company in writing at its registered office of any attempt that may come to its attention to simulate, counterfeit, or infringe the labels, capsules, corks, wrappers, or bottles used by the Company for its Whisky or of any advertisement or advertising matter which may infringe the rights of the Company in its trade names and trade-marks.

12. If either party shall become bankrupt or be dissolved by voluntary or involuntary proceedings or if Receivers shall be appointed for either party or for all or substantially all of the properties thereof, this Agreement shall forthwith terminate without notice but without prejudice to the rights or claims hereunder of either party as against the other.

13. This Agreement shall be deemed to have come into operation on the day of

One thousand nine hundred and thirty — and (subject as hereinafter mentioned) shall remain in force for a period of one year from that date and thereafter until determined by either party by not less than three calendar months notice in writing expiring on any date PROVIDED, NEVERTHELESS, that (without prejudice to the rights of either party arising out of any failure to observe or perform any of the provisions, conditions, and agreements herein contained prior to such termination) this Agreement shall be subject to termination at the option of the Company (a) if the Sole Distributor fails to observe and perform any of the conditions and agreements herein contained and on its part to be observed and performed: or (b) if the Government of the United States shall enact any law or shall promulgate any code or regulation whereby the purchase or sale of distilled alcoholic liquors, wholesale or retail, shall be prohibited or reserved to the Federal Government or any agency or instrumentality thereof Sixty days' notice of such termination of the Agreement shall be given by the Company to the Sole Distributor. In the event of notice being given as above provided the Company shall, during the last month of the currency of this Agreement, be at liberty to supply the said brand of Scotch Whisky to such persons in the said territory as the Company may appoint as successors to the Sole Distributor provided that such Whisky shall only be so supplied on the express condition that it shall not be resold in the said territory until after the expiration of this Agreement.

14. The Sole Distributor will not assign the benefit of this Agreement wholly or in part to any other party without the consent in writing of the Company and will not give any Subdistributor appointed by it any interest in this Agreement or any part thereof.

15. Any notice provided for herein shall be sufficient if given in writing and mailed or cabled and if to the Company directed to the registered office of the Company and if to the Sole Distributor directed to it at 485 Fifth Avenue, New York, N. Y.

16. This Agreement shall in all respects be interpreted in accordance with the laws of England.

IN WITNESS whereof the parties hereto have hereunto set their respective Seals the day and year first above written.

WILLIAM SANDERSON & Son LIMITED,
By

Director.

Director.
PARK & TILFORD IMPORT CORPORATION,
By

EXHIBIT No. 424

[Copy of Park & Tilford Import Corp.-Wm. Sanderson & Son, Ltd., import agreement furnished by counsel

for Park & Tilford Iniport Corp.)

WM. SANDERSON & SON, Ltd.,

38 Eastcheap, London, E. Č. 3, England. DEAR SIR: We hereby authorize and request you to pay as our Agents and on our behalf all freight, and Consular fees, and for Certificates of Age and Origin, in respect of all shipments of Scotch Whisky sold by you to us under and by virtue of the Agreement dated the day of

1939. Kindly render to us Statements showing the amounts expended by you on our behalf in making the above payments and we hereby undertake to repay the same to you forthwith. Yours faithfully,

PARK & TILFORD IMPORT CORPORATION,

F. G. HANDREN, President. WILLIAM SANDERSON & Son, LIMITED, AND PARK & TILFORD IMPORT CORPORATION

AGREEMENT RE “VAT 69" AND "RARE OLD LIQUEUR”

THIS AGREEMENT is made in London, England, the day of

1939, between WILLIAM SANDERSON & SON, LIMITED, whose registered office is at Charlotte Lane, Leith, Scotland (hereinafter referred to as "the Company"), of the one part and PARK & TILFORD IMPORT CORPORATION, whose registered office is situated at 485 Fifth Avenue, New York, N. Y., U. S. A. (hereinafter referred to as “the Sole Distributor"), of the other part, WHEREBY IT IS AGREED as follows:

1. The Company will not during the currency of this Agreement, except as hereinafter mentioned, sell either of its two brands of Scotch Whisky specified in the Schedule hereto annexed to anyone within the 48 States of the United States of America and the District of Columbia and the territory of Alaska (hereinafter called “the said territory') other than the Sole Distributor.

2. The Company agrees to sell to and the Sole Distributor agrees to purchase from the Company the Company's brands of Scotch Whisky specified in the said Schedule in cases at the prices set out in the third column of the said Schedule (or at such altered or modified prices as may be fixed by the Company under and by virtue of the proviso to this Clause). Each case shall contain as nearly as practicable the quantities of American gallons set out in the second column of the said Schedule.

All goods shall be delivered free on board any port in the United Kingdom: Provided, nevertheless, that the Company reserves the right at any time and from time to time to increase or modify the said prices.

3. All Scotch Whiskies purchased from the Company by the Sole Distributor under and by virtue of the terms of this Agreement shall be purchased for the purpose and only for the purpose of enabling the Sole Distributor on its own behalf and not on behalf of the Company to resell such Scotch Whiskies in the same bottles or containers as those in which the same shall have been received by the Sole Distributor from the Company, such bottles or containers and their said contents then to be in the same condition as when received by the Sole Distributor from the Company, and the Sole Distributor is not and shall have no right whatsoever to act as Agent for or otherwise to act for or represent the Company or to pledge the credit of the Company or contract any liabilities whatsoever on the Company's behalf.

4. The allowances set out in the fourth column of the said Schedule shall be made by the Company to the Sole Distributor on the corresponding prices set out in the third column of the said Schedule.

5. Payment for all goods supplied by the Company under this Agreement shall be made as follows: At the date of each shipment the Company will cable to the Sole Distributor the net invoice value which shall be based on the prices set out in the third column of the said Schedule less 272 % (cash discount) and less also the allowances detailed in the fourth column of the said Schedule. The Sole Distributor shall within 14 days from the date of shipment establish at a London Bank a credit in the Company's name for the full amount due. If the Company shall waive all or any of the provisions of this Clause in the case of any shipment it shall not operate as a waiver of all or any of the provisions of this clause as to any other shipment.

6. The title to and the property in all goods so shipped to the Sole Distributor as before mentioned shall pass to the Sole Distributor on delivery any port in the United Kingdom to a Steamship Company or other common carrier.

7. The Sole Distributor shall not knowingly sell any Whisky supplied to it under this Agreement to any person or persons, firm, or company for shipment, re-sale, or consumption outside the said territory or for re-sale within the said territory otherwise than in or from the said bottles and containers.

8. The Company shall have the option to terminate this Agreement if within the said Territory the Sole Distributor at any time whilst this Agreement remains in force shall either directly or indirectly sell or be concerned or interested whether directly or indirectly in the sale of any Scotch Whisky whatsoever other than that supplied to the Sole Distributor under this Agreement or under an Agreement of even date whereby the Sole Distributor is granted the Sole Distributorship of the Company's brand of Special Reserve Scotch Whisky. The exercise of this option shall become effective upon the mailing or cabling of a notice thereof by the Company in England.

9. The Company reserves the right to sell its said brands of Scotch Whisky specified in the Schedule hereto direct to any customer within the said territory who declines to purchase the same from the Sole Distributor or who prefers to deal direct with the Company. Particulars of all such sales shall be furnished by the Company to the Sole Distributor as they are made. And in case of any such direct sale the Company will in addition to the allowances set out in the fourth column of the said Schedule allow to the Sole Distributor an amount equal to the increase in price (if any) charged to and paid by any such customer over the gross price which would have been paid for the same goods by the Sole Distributor. All such direct sales shall be counted as having been made by the Sole Distributor for the purpose of arriving at the figure of 100,000 cases mentioned in Clause 12 hereof.

10. The Sole Distributor will at its own expense use every endeavour by the employment of efficient salesmen who shall travel throughout the said territory and by all other possible and legitimate means to push its own sales of the said brands of Scotch Whiskies within the said territory.

11. The Company reserves the right to allocate at its sole discretion the quantities of Scotch Whisky to be supplied to the Sole Distributor from time to time if in the opinion of the Company its supplies shall not be sufficient to meet the requirements of all its customers. During the last three months of the currency of this Agreement whether determined by notice or effluxion of time the Company shall only be bound to supply the Sole Distributor with such quantities of Scotch Whisky as the Company in its absolute discretion shall consider sufficient to satisfy the reasonable requirements of the Sole Distributor for such period. The Company will not accept any responsibility and shall not be liable for any loss, damages, or delay caused by war, riots, civil commotions, strikes, lock-outs, labour troubles, or any other events and contingencies which are unavoidable or for any other cause whatsoever beyond its control which may prevent or impede the Company in performing and observing any of the conditions and agreements on its part herein contained. If any reduction of the sales of the Sole Distributor shall be

brought about by the operation of this clause, then the figure of 100,000 cases mentioned in Clause 12 hereof shall be correspondingly reduced.

12. The Sole Distributor will keep all usual and proper records of all sales made of the Company's Whiskies under this Agreement and the Company, its Accountants, and other representatives duly appointed in that behalf in writing shall at all times have access to such records. And if in any calendar year calculated not from the 1st day of January but from the date when this Agreement first becomes operative or any anniversary thereof the sales actually made or under the provisions of this Agreement deemed to have been made by the Sole Distributor shall fall below a total of 100,000 cases then the Company shall be at liberty to put an end to this Agreement by giving notice in writing to that effect to the Sole Distributor: Provided always, that such determination shall not prejudice or affect any antecedent rights of either of the parties hereto arising out of any failure to observe or perform any of the provisions, conditions, and agreements herein contained.

13. The Company shall not be under any obligation to supply the Sole Distributor with more than 5,000 cases of Rare Old Liqueur Scotch Whisky in any period of 12 Calendar months calculated from the date when this Agreement first becomes operative or any anniversary thereof.

14. The Sole Distributor will promptly notify the Company in writing at its registered office of any attempt that may come to its attention to simulate, counterfeit, or infringe the labels, capsules, corks, wrappers, or bottles used by the Company for its Whiskies or of any advertisement or advertising matter which may infringe the rights of the Company in its trade names and trademarks.

15. If either party shall become bankrupt or be dissolved by voluntary or involuntary proceedings or if Receivers shall be appointed for either party or for all or substantially all of the properties thereof, this Agreement shall forthwith terminate without notice but without prejudice to the rights or claims hereunder of either party as against the other.

16. This Agreement shall be deemed to have come into operation on the 17th day of January 1938 and (subject as hereinafter mentioned) shall remain in force for a period of 10 years from that date: Provided nevertheless, that (without prejudice to the rights of either party arising out of any failure to observe or perform any of the provisions, conditions, and agreements herein contained prior to such termination) this Agreement shall be subject to termination at the option of the Company (a) if the Sole Distributor fails to observe and perform any of the conditions and agreements herein contained and on its part to be observed and performed; or (b) if the Government of the United States shall enact any law or shall promulgate any code or regulation whereby the purchase or sale of distilled alcoholic liquors wholesale or retail shall be prohibited or reserved to the Federal Government or any agency or instrumentality thereof 60 days' notice of such termination of the Agreement shall be given by the Company to the Sole Distributor. In the event of this Agreement not being renewed the Company shall during the last month of its currency be at liberty to supply any of its brands of Scotch Whisky to such persons in the said territory as the Company may appoint as successors to the Sole Distributor provided that such Whisky shall only be so supplied on the express condition that it shall not be resold in the said territory until after the expiration of this Agreement.

17. The Sole Distributor will not assign the benefit of this Agreement wholly or in part to any other party without the consent in writing of the Company and will not give any Sub-distributor appointed by it any interest in this Agreement or any part thereof.

18. Any notice provided for herein shall be sufficient if given in writing and mailed or cabled and if to the Company directed to the registered office of the Company and if to the Sole Distributor directed to it at 485 Fifth Avenue, New York, N. Y.

19. This Agreement shall in all respects be interpreted in accordance with the law of England.

IN WITNESS whereof the parties hereto have hereunto set their respective Seals the day and year first above written.

WILLIAM SANDERSON & Son, LIMITED, By

Director.

Director.
PARK & TILFORD IMPORT CORPORATION,
By

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