Westpac Pacific Foods - Page 7




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               In exchange for Save Mart's commitments, American Greetings            
          agreed to provide Westpac with the following:  (1) A credit of              
          $100 per lineal foot dedicated to American Greetings products in            
          newly constructed stores or newly acquired stores not carrying              
          American Greetings products; (2) an annual discount equal to 5              
          percent of the increase in purchases made in the prior year over            
          that made in the year before the prior year; (3) a 1.5-percent              
          discount on total net receipts to American Greetings from Save              
          Mart purchases, creditable each quarter; (4) additional discounts           
          totaling $1,250,000 “in lieu of periodic volume discounts”,                 
          creditable upon execution of the agreement; and (5) a 5-percent             
          advertising allowance based on the sale of everyday and seasonal            
          counter cards.                                                              
               Whereas the contract called for the $1,250,000 discount to             
          be made in the form of a credit, the parties subsequently agreed            
          that payment would be made in cash.  The parties also agreed that           
          the cash payment would be made to Westpac instead of directly to            
          Save Mart.3                                                                 
               Save Mart and American Greetings terminated their contract             
          before Save Mart satisfied its volume purchase commitment.                  
          Although the contract contained no express provision requiring              


               3  Evidently, the payment was assigned from Save Mart to               
          Westpac because Westpac's owners had agreed to pool the advance             
          payments which they received under this and other long-term                 
          purchase contracts.                                                         





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Last modified: May 25, 2011