Working
Agreement Between
Malvinas
S.A. de C.V.
and XYZ
July 1st, 2008
I.
General Parameters
Malvinas S.A. de C.V. (hereafter referred to as MAV) hereby
agrees to produce and sell ______ lbs. of commercial kenaf seed for and to XYZ
Company (hereafter referred to as XYZ) over the 2007/2008 fall and winter
increase period.
II.
Varietal Breakdown
MAV shall increase _____ lbs. of Tainung 2 and ______ lbs. of Everglades 41
kenaf seed (etc.) to fulfill this contract.
III.
MAV Obligations
MAV agrees to produce the ______ lbs. of kenaf seed indicated
above. MAV will plant and properly
care for the starter kenaf while under cultivation; MAV will harvest the mature
seed in a timely manner; and MAV will then select, clean, and bag the seed in 50
lb. sacks at MAV’s Mante, Mexico, seed selection facility.
MAV will provide Mexican Phytosanitary and Certificate of Origin
documents for XYZ’s use in transporting the seed through the international
shipping company of XYZ’s choice.
IV.
Cost and Timing of Payments
The price for the _______ lbs. of seed will be $(USCY)____/lb. Ex-Works MAV's Mexican seed warehouse for a total of $________ (USCY). XYZ agrees to a non-refundable down payment of 20% by July 1, 2008, to close this agreement with MAV. XYZ agrees to pay an additional 50%of the total contract to MAV on or before December 15, 2008. XYZ agrees to pay the final 30% of the total contract to MAV prior to MAV’s loading the seed for shipment from its Mante, Mexico, seed selection facility. Target date for release of the seed and final payment is late February/early March 2009.
V.
XYZ Obligations
XYZ agrees to pay MAV as indicated above for producing the kenaf seed as indicated above. XYZ agrees to furnish MAV with a copy of its seed import permit so that MAV may obtain Mexican Phytosanitary and Certificate of Origin documents necessary for shipping the seed. XYZ agrees to assume responsibility for the kenaf seed immediately upon its loading onto the shipping container at MAV’s Mante, Mexico, seed selection facility. MAV will coordinate pickup of the seed with the international shipping company of XYZ’s choice; but all contractual arrangements with and payments to that shipping company shall be between themselves and XYZ, including all customs fees.
VI.
Germination Rate
MAV guarantees a germ
rate of at least 80% on all seed produced for XYZ under this contract
(with the exception of
the Gregg variety), although
the germ rate in all likelihood will be much higher.
Should germination fall below 80% prior to MAV's shipment of the seed, both parties may negotiate a reduced
price for the seed lots in question if mutually desired.
Samples and germ tests will be taken of the seed prior to its shipment
by MAV and will be available for XYZ confirmation. XYZ is encouraged to
take immediate samples and germ tests of the seed upon its delivery to XYZ
shipping or storage facilities, as MAV cannot be responsible for the seed
quality once it is in XYZ or its shippers hands.
VII.
Natural Disasters
MAV and XYZ enter into
this agreement in good faith. Should
natural disasters such as drought, excessive rainfall, hurricanes, etc., prevent
MAV from producing the full ______ lbs. of kenaf seed, XYZ agrees to accept the
reduced production as an “Act of God” and will not consider MAV to have
breached the agreement.
Should XYZ be late on any of the payments mentioned above for any reason, MAV shall charge XYZ interest on that payment from the date it was due until the date it is paid at the rate of 1%/month.
David B. Mullens, Jr.
Date
Authorized
Signature
Date
Malvinas S.A. de C.V.
XYZ