Sunset Suits Holdings, Inc.: Exhibit 10.12 - Prepared by TNT Filings Inc.




  




Exhibit 10.12 

(ENGLISH TRANSLATION) 

Agreement for Regular Business Cooperation 


MADE this, 2 day of April 2008 in Poznań, POLAND, by and between:



 



“FASHION SERVICE” Spółka z ograniczoną odpowiedzialnością, a Polish limited liability company having its registered office in Poznań, POLAND, 61-758 Poznań, ul. Garbary 57, entered into the Register of Entrepreneurs of the National Court Register maintained by the District Court in Poznań – Nowe Miasto i Wilda in Poznań, VIII Commercial Division of the National Court Register for Poznań – Nowe Miasto i Wilda, entry no. KRS 0000294354, with the share capital of PLN 1,000,000.00, NIP Tax No. 778-14-50-551,


represented by:


Mr Mirosław Kranik, Chairman of Management Board,


holding the power of individual representation,


hereinafter referred to as the “Seller”



 



and



 



“Sunset Suits” Spółka Akcyjna, a Polish joint-stock company having its registered office in Poznań, POLAND, 61-758 Poznań, ul. Garbary 57, entered into the Register of Entrepreneurs of the National Court Register maintained by the District Court in Poznań – Nowe Miasto i Wilda in Poznań, VIII Commercial Division of the National Court Register for Poznań – Nowe Miasto i Wilda, entry no. KRS 0000265620, with the share capital of PLN 60,120,000.00, NIP Tax No. 778-14-39-259,


represented by:


1.


Mr Bogdan Zegar, Vhairman of Management Board,


holding the power of individual representation,


hereinafter referred to as the “Purchaser”


hereinafter referred to collectively as the “Parties” and individually as a “Party”


NOW, THEREFORE, the Parties hereto hereby agree as follows:


Having regard to the presence for many years of the 
Sunset Suits men’s fashion brand in the market, which has been well
appreciated by its customers and its reputation confirmed with the award of the
Gold Consumer Laurels, the Parties establish regular business cooperation
to strengthen and develop the prestigious image of the brand, in
a manner that is consistent with their respective business objectives and
interests. 


1




§ 1 

1. 

The Parties
represent that the individuals signing this Agreement on their behalf are
authorised to represent them, including without limitation that their term of
office has not expired, they have not been dismissed from the Management Board,
and none of them have resigned their Management Board membership. 

2. 

At this
Agreement each Party submits as follows: 

a) 

current
certified copies of the Register of Entrepreneurs of the National Court Register
issued no earlier than 7 (seven) days prior to the date of execution hereof; a
certified copy submitted by the Seller and by the Purchaser are attached hereto
as Schedule 1 and Schedule 2 respectively; 

b) 

decision on
allocation of the NIP tax number; a copy of the decision submitted by the Seller
and by the Purchaser is attached hereto as Schedule 3 and 
Schedule 4 respectively; 

c) 

certificate of
REGON statistical number allocation; a copy of the certificate submitted by the
Seller and by the Purchaser is attached hereto as Schedule 5 and
Schedule 6 respectively. 


§ 2 

1. 

The Seller
represents that: 

a) 

it is a
manufacturer of men’s, boys’ and women’s clothing, lingerie and clothing
accessories meeting all the requirements that have to be met to place the same
on the market; 

b) 

has the
appropriate staff and technical facilities to ensure satisfactory performance of
this Agreement. 

2. 

The Purchaser
represents that: 

a) 

it owns a
clothing retail business; 

b) 

it operates a
well-organised and growing chain of retail outlets at prime locations; 

c) 

it has a
skilled and trained staff ensuring professional sales of the Seller’s products;


d) 

the protection
rights to the SUNSET SUITS trademark are vested in it. 


§ 3 

1. 

The Parties
hereby establish regular cooperation consisting in the sale to the Purchaser of
the Seller’s products for their reselling in the Purchaser’s retail outlets. 

2. 

The above
cooperation will involve among others the sale to the Purchaser of the Seller’s
products as listed in its current sales offering, the quantity, type and
deadlines of such sale being specified in orders placed by the Purchaser, and
the value thereof meeting the sales projections agreed by the Parties. 

2




3. 

Each Seller’s monthly sales
offering, specifying among others the type, properties, quality and price of the
goods produced shall be agreed between the Parties four (4) months in advance.


4. 

The Seller undertakes that the
quality of the goods sold to the Purchaser will meet the reputation of the 
SUNSET SUITS brand. 

5. 

The Parties represent that: 

a) 

the Purchaser shall sell
products to the Seller on its own behalf; 

b) 

in 2008 and 2009, the value of
the Seller’s products sold to the Purchaser will meet the levels set forth in 
The Retail Sales Projection 2008-2009 document attached hereto as 
Schedule 7; 

6. 

Starting from 2009, two months
prior to the expiry of each calendar year, the Seller shall draw up and submit
to the Purchaser a current document containing a sales projection for the
following calendar year, and—in order to be valid—within a period of fourteen
(14) days of receipt thereof, the Purchaser shall notify the Seller in writing
of its approval or shall propose modifications thereto. Within seven (7) days of
receipt of the proposed modifications referred to above, the Purchaser shall
notify the Seller of the acceptance or rejection thereof. If the Seller rejects
the modifications proposed by the Purchaser, the sales projection including the
modifications accepted by the Seller will be binding upon the Parties. 


§ 4 

1. 

The Purchaser undertakes to: 

a) 

sell the Seller’s products in
the retail outlets operated by it; 

b) 

take its best efforts to
develop the retail operations contemplated hereunder and maintain a uniform
image and reputation of the chain of its retail outlets; 

c) 

ensure prime locations for its
retail outlets and their interior design corresponding with the nature and
reputation of the Sunset Suits brand, including without limitation to
apply the guidelines agreed in that respect by the Parties; 

d) 

ensure satisfactory exposure
and promotion of the Seller's products in the retail outlets operated by it; 

e) 

ensure access to its retail
outlets to customers every week from Monday to Saturday for the high street
outlets and from Monday to Sunday inclusive for the shopping centres, with the
exception of statutory holidays; 

f) 

ensure professional customer
service in its retail outlets, by staff trained in compliance with the
guidelines agreed by the Parties; 

g) 

ensure satisfactory advertising
of its retail outlets, displaying the Sunset Suits brand; 

h) 

maintain the Seller’s current
catalogues in its retail outlets; 

i) 

not to engage in any
competitive activity to the Seller’s business, including without limitation not
to sell competitive products, subject to § 4(2) of this Agreement. 

2. 

The Purchaser is entitled to
purchase men’s clothing accessories, if the same are not available as part of
the Seller’s current offering, from other producers which ensure the
satisfactory standard and quality, however their quantity and value may not
exceed 10 percent of the total quantity and value of the Seller’s products
bought by the Purchaser. 

3




3. 

Each Party is
entitled to inspect the performance hereof by the other Party and in order to do
that, it is authorised to: 

a) 

enter the
premises on which the other Party conducts its business; 

b) 

inspect the
Seller’s product production and sales data and documents. 

4. 

The Seller shall
provide the Purchaser with consultations regarding the properties and the use of
its products. 

5.

The Parties
undertake to exchange comments and suggestions aimed at improving and developing
the business cooperation hereunder. 

6. 

The Parties
agree to provide each other with mutual help in solving any issues that may
arise as well as assistance in the market research conducted by them which may
significantly affect their business cooperation. 


§ 5 

1. 

The Purchaser
hereby authorises the Seller to use the SUNSET SUITS trademark as
follows: 

a) 

by placing the
trademark on products sold to the Purchaser as well as on the packaging; 

b) 

by placing the
trademark on documents issued in connection with the marketing of its products
labelled with the SUNSET SUITS trademark. 

2. 

The Seller may
not sub-license the use of the SUNSET SUITS trademark. 

3. 

As consideration
for the use by the Seller of the SUNSET SUITS trademark, the Purchaser
shall receive a fee included in the price of the Seller’s products sold to the
Purchaser, agreed under the provisions of § 3(3) hereof. 


§ 6 


1. 

The Seller’s
products are sold under orders placed by the Purchaser specifying: 

a) 

the products
ordered, as listed in the Seller’s current offering; 

b) 

the quantity of
the products referred to above; 

c) 

the order
execution period, not shorter than two (2) calendar days; 

d) 

the place of
delivery of the Seller’s products. 

2. 

In each calendar
year of the term of this Agreement, the total value of the Seller’s products
bought by the Purchaser may not be lower than as set forth in the document
referred to in § 3(3)(b) and § 3(4) hereof. 

3. 

The orders
referred to in § 6(1) are placed by phone, facsimile, in writing to the address
of the Seller’s registered office or by e-mail at the number and address given
below: 

phone no.: +48 692 440 044 

e-mail: t.pawlik@sunsetsuits.eu 

4




4. 

The Seller shall
confirm each time to the Purchaser receipt of an order within a period of two
(2) calendar days by phone, facsimile, in writing to the Purchaser’s registered
address or by e-mail at the number and address given below: 

Rafał
Piasecki 

phone no.: + 48 694 433 254 

e-mail: r.piasecki@sunsetsuits.eu 

Jacek Biniewski 

phone no.: + 48 694 439 003 

e-mail: l.biniewskisunsetsuits.eu 


Piotr Marciniak 

phone no.: + 48 694 439 00 

e-mail: p.marciniaksunsetsuits.eu 

Tomasz Hyżyk


phone no.: + 48 694 439 004 

e-mail: t.hyzyk@sunsetsuits.eu 

5. 

The Parties
allow placement of orders and confirmation of their receipt personally in the
Parties’ places of business. 

6. 

In the order
confirmation, the Seller is entitled to set a longer order execution period. 

7. 

In order to be
valid, the cancellation of an order placed by the Purchaser requires the
Seller’s written consent. 

8. 

The individuals
authorised by the Parties to place orders and confirm receipt thereof, and to
coordinate and supervise performance of this Agreement include: 

–

for the Seller: Tomasz Pawlik 

–

for the Purchaser: Rafał
Piasecki, Jacek Biniewski, Piotr Marciniak, Tomasz Hyżyk  


–


Any change among the individuals referred to above is not deemed an amendment
hereto and can be effected unilaterally by each of the Parties by notice sent to
the other Party under the procedure set forth in § 6(3) and (4) hereof. 

9. 

The Seller’s
products ordered will be delivered to the Purchaser at the location indicated in
the order through the Seller’s efforts, however at the expense of the Purchaser.


10. 

The Seller is
liable towards the Purchaser under statutory warranty (rekojmia)
for physical defects of the products supplied to it, under the following
conditions: 

5




a) 

the Purchaser
examines the products on receipt thereof from the Seller; 

b) 

the Purchaser
notifies the Seller in writing of the existence of the defect within a period of
seven (7) days of it being identified, including a detailed description of the
defect, circumstances of its origin and circumstances of identifying the same;


c) 

together with
the defect notice, the Purchaser shall deliver the complete product to the
Seller’s place of business at the following address: 63-100 Śrem, Krzyżanowo 7. 

11. 


The Seller shall process the Purchaser’s complaint within a period of fifteen
(15) days of the date of receipt of the defect notice. The Seller's liability
under warranty is limited to the value of the product. 


§ 7 


1. 

The Parties
agree that the Seller’s products are sold to the Purchaser at the currently
effective prices as listed in the Seller’s pricelists. The price referred to
above includes the costs borne by the Purchaser and the applicable profit. 

2. 

Payments for the
Seller’s products received are paid by the Purchaser within 30 days of the date
of receipt of a VAT invoice issued by the Seller following receipt of the
products, to the Seller’s bank account designated in the invoice. 

3. 

The Seller is
entitled to refuse the release of products ordered to the Purchaser, if the
Purchaser delays payment of any amount due and payable arising under an invoice
issued by the Seller. 

4. 

In the event of
violation by the Purchaser of the provisions of § 4(1)(i), the Purchaser shall
pay to the Seller liquidated damages of 1 percent of the value of the
transaction, which does not prejudice the right of the Seller to seek damages in
excess of the above liquidated damages. 


§ 8 


1. 

This Agreement
is concluded by the Parties for an indefinite period of time. 

2. 

Each of the
Parties may terminate this Agreement at three months’ notice. 

3. 

The Seller may
terminate this Agreement with immediate effect if: 

a) 

the Purchaser
defaults on payment of two VAT invoices issued by the Seller; 

b) 

the Purchaser
violates the obligations set forth in § 4(1) despite a period having been set by
the Seller to cease the violation. 


§ 9 

1. 

In order to be
valid, any amendments hereto require to be made in writing. 

2. 

The provisions
of the Polish Civil Code apply to all issues not regulated hereunder. 

3. 

This Agreement
has been made in two counterparts, one for each Party hereto. 


	
    FASHION SERVICE SP. Z O.O.	
    SUNSET SUITS S.A.
	ul.
    Garbary 57	ul.
    Garbary 57, 61-758 Poznań
    


	61-758
    Poznań 	Phone:
    061 642 40 34
	NIP
    778-14-50-551 Regon 300712607	NIP
    778143925 REGON 300388584