Commodity Purchase Agreement between Guittard Chocolate Company and Rocky Mountain Chocolate Factory (March 2008)

ROCKY MOUNTAIN CHOCOLATE FACTORY

265 TURNER DRIVE

DURANGO, CO 81301

PHONE: ###-###-####

Summary

Guittard Chocolate Company agrees to sell, and Rocky Mountain Chocolate Factory agrees to purchase, specified quantities of chocolate products under set terms. The contract outlines pricing, delivery deadlines (to be completed by September 20, 2008, with possible extension), payment terms, and conditions for excusing performance due to uncontrollable events. The buyer is responsible for any applicable taxes. Both parties have signed and accepted the agreement, which secures the buyer against price increases but not decreases.

EX-10.12 2 d56815exv10w12.htm COMMODITY CONTRACT exv10w12

Exhibit 10.12



		GUITTARD^®		FIRM
				CONTRACT
				G120, G118
		Since 1868		March 28, 2008

GUITTARD CHOCOLATE CO. OF BURLINGAME, CALIFORNIA, AGREES TO SELL, AND

ATTN: MR. BRYAN MERRYMAN

AGREES TO PURCHASE THE FOLLOWING SUBJECT TO THE CONDITIONS INDICATED BELOW:


QTY.	ITEM	PACK	PRICE PER POUND	F.O.B. LOCATION
*	*	*	*	*

F.O.B. SEE ABOVE

WITHDRAWALS TO START NOW AND TO BE COMPLETED BY September 20, 2008

At seller’s option withdrawal date may be extended ninety days at an additional charge of one hundred and thirty cents per hundred weight.

Our terms are 2% ten days, thirty days net, seller’s credit department having the right to determine the amount of open credit during the thirty day period. If buyer fails to fulfill the terms of payment, the seller has the right to defer shipments until such payments are made.

Should any form of tax be levied by the United States Government, or any political subdivisions, on these items, or on the raw materials contained therein, it shall be assumed and paid for by the buyer.

Performance of this contract by the seller shall be excused in the event of floods, fires, strike, plant disablement, war, raw material controls, acts of God, or other conditions beyond its control, no matter where such event occurs.

Buyer will be protected against advance in price, but it is understood and agreed that the above prices are NOT GUARANTEED AGAINST decline.


ACCEPTED BY:				ACCEPTED BY:

ROCKY MTN. CHOCOLATE FACTORY CUSTOMER NAME				GUITTARD CHOCOLATE COMPANY
/s/ Bryan J. Merryman BUYER				/s/ Gary Guittard
April 4, 2008				March 28, 2008
Date				Date

CUSTOMER COPY

Legend:


*		The material has been omitted pursuant to a request for confidential treatment and such material has been filed separately with the Commission.

GUITTARD CHOCOLATE COMPANY
MANUFACTURERS OF CHOCOLATE AND COCOA PRODUCTS • 10 GUITTARD ROAD, BURLINGAME, CA 94010-2203
P.O. BOX 4308 • BURLINGAME, CA 94011-4308
(650) ###-###-#### • (800) ###-###-#### • FAX (650) ###-###-#### • www.guittard.com