EX-10.R 2 seychell10qsbex10r_12232006.htm EXHIBIT 10.R Exhibit 10.R
Exhibit 10.R

Purchase Agreement


AGREEMENT (the “Agreement”) dated as of October 16, 2006, by and between FOOD for HEALTH Intl. (hereinafter referred to as “FH”) having its principal offices at 1509 North Technology Way, Orem, UT 84097 and SEYCHELLE ENVIRONMENTAL PRODUCTS INC. (hereinafter referred to as “SEYCHELLE”), having its principal offices at 33012 Calle Perfecto, San Juan Capistrano, CA 92675.

WHEREAS, FH now desires to have SEYCHELLE act as its Distribution Agent and coordinate the purchase of various utensils and other products manufactured in China for emergency preparedness packs within THE TERRITORY and have them shipped directly to FH during the time periods provided herein;
 
WHEREAS, SEYCHELLE is willing to act as a Distribution Agent and coordinate the purchase of said utensils and products for FH in THE TERRITORY and have them shipped directly to FH on the terms and conditions as set forth herein. 

NOW THEREFORE, in consideration of the mutual covenants herein contained, and for other and good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Purchasing

SEYCHELLE agrees to act as a Distribution Agent and purchase for FH utensils and other products listed in Exhibit “A” annexed hereto, and have them shipped directly to FH. The China supplier will be responsible for fulfillment of the products ordered by FH.

2. Price of Products to FH

 Pricing for each item is covered in Exhibit “A” annexed hereto.

3. The Territory

THE TERRITORY is the United States and Mexico. Other countries may be added at the mutual consent of both parties


5. Termination of the Agreement

Either party may terminate this Agreement with sixty (60) days written notice to the other. However, both parties agree to be bound by all obligations incurred prior to the termination of the Agreement including any and all payments outstanding.
 

6. Miscellaneous Provisions.

A. Modification: No modification, waiver or amendment of any term or condition of this Agreement shall be effective unless and until it shall be reduced to writing and signed by both of the parties hereto or their legal representatives.



B. Waiver: Failure by either party at any time to require performance by the other party or to claim a breach of any term of this Agreement will not be construed as a waiver of any right under this Agreement, will not affect any subsequent breach, will not affect the effectiveness of this Agreement or any part thereof, and will not prejudice either party as regards any subsequent action.

C. Severability: If any term or provision of this Agreement should be declared invalid by a court of competent jurisdiction, the remaining terms and provisions of this Agreement shall be unimpaired.

D. Complete Agreement: This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof and supersedes in all respects all prior proposals, negotiations, conversations, discussions and agreements between the parties concerning the subject matter hereof.

E. Assignment: This Agreement may not be assigned, in whole or in part, by either party hereto without prior written consent shall not be unreasonably withheld.

F. Governing Law: This agreement shall be constituted and governed according to the laws of the State of California.

G. Compliance with Laws: The parties hereto represent and agree each for itself that they and their respective employees, agents and subcontractors will comply with all applicable local laws, ordinances, regulations and codes in the performance of their respective services, duties and obligations under this Agreement.

H. Force Majeure: Either party is excused from performance and shall not be liable for any delay in performance or delivery or for non-performance or non-delivery, in whole or in part, caused by the occurrence of any contingency beyond the control of the parties including, but not limited to, work stoppages, fires, civil disobedience, riots, rebellions, accident, explosion, flood, storm, acts of God and similar occurrences. Either party may terminate or suspend its obligations under this Agreement if such obligations are prevented by any of the above events to the extent such events are beyond the reasonable control of the party whose reasonable performance is prevented.

I. Counterparts: This Agreement may be executed in counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same.

J. Notices: All notices to be given and payments to be made to FH hereunder shall be sent to FOOD For HEALTH Intl., 1509 North Technology Way, Orem, UT 84097 attention: Mr. Frank Taylor, Director of Operations. All notices to SEYCHELLE, to be made hereunder shall be given or made to SEYCHELLE at 33012 Calle Perfecto, San Juan Capistrano, CA 92675 Attention: Mr. Carl Palmer, President and CEO. All notices shall be sent by registered or certified mail or by a nationally recognized overnight delivery service and shall be deemed to have been given at the time such notice is received.  

   
7. Confidentiality.

A. The information furnished or disclosed by either party to the other in connection with this Agreement and the performance of the respective party’s services, duties and obligations hereunder, may contain or reflect confidential information with respect to the business operations and practices of the parties, any selling properties and/or buying sponsors (“Confidential Information”). Confidential Information furnished by either party to the other shall be used exclusively and only in connection with this Agreement.

B. The parties hereto acknowledge and agree that the unauthorized disclosure of use of any Confidential Information may cause immediate and irreparable injury to the party which has disclosed that



Confidential Information to the other party, injury which can not be adequately compensated by monetary damages. Accordingly, each party hereto authorizes the other party to seek any temporary or permanent injunctive relief necessary to prevent such disclosure or use, or threat thereof. Further, each party hereto consent to the jurisdiction of any federal or state court sitting in the State of California for purposes of any suit seeking such injunctive relief, and consents to the service of process therein by certified or registered mail, return receipt requested.
 

ACCEPTED AND AGREED TO:

FOOD for HEALTH

By: /s/Mark R. McDougal_____        Date: October 16, 2006
                 Mark R. McDougal, Vice President
 

SEYCHELLE

By: /s/ Carl Palmer__________       Date: October 16, 2006
      Carl Palmer, President and CEO 



 
 

 


EXHIBIT “A”


 
1.
Pricing

Emergency Blanket $.46
First aid kit .89
Large spoon .38
Small spoon .22
Cup w/lid .45
Cooking pot 1.75
Survivor tool 2.38
Whistle/compass .52
Waterproof matches .43
Safety mirror .12


 
2.
Terms and Conditions

 
-
FOB China.
 
-
Shipments to be made directly to FH designations.
 
-
Product returns by FH to be shipped direct to China supplier FOB FH shipping point.
 
-
Payment in US dollars.
 
-
Prices subject to change
Payment terms: 100% cash up front with Purchase Order.