Working
Agreement Between
D.B.M.
Farms, Inc. and XYZ
July 1st, 2007
I.
General Parameters
D.B.M. Farms, Inc., (hereafter referred to as DBM) hereby
agrees to produce and sell ______ lbs. of commercial kenaf seed for and to XYZ
(hereafter referred to as XYZ) over the 2007/2008 fall and winter increase
period.
II.
Varietal Breakdown
DBM shall increase _____ lbs. of Tainung 2 and ______ lbs. of Everglades 41
kenaf seed (etc.) to fulfill this contract.
III.
DBM Obligations
DBM agrees to produce the ______ lbs. of kenaf seed indicated
above. DBM will plant and properly
care for the starter kenaf while under cultivation; DBM will harvest the mature
seed in a timely manner; and DBM will then select, clean, and bag the seed in 50
lb. sacks. DBM will then ship the
seed to the USDA facility in Los Indios, Texas, where DBM is responsible for
arranging and paying for all fees and fumigations associated with importing the
seed into the United States. DBM will then deliver the seed to the commercial shipper's
loading dock of XYZ's choice within 50 miles of Los Indios, Texas, where XYZ
will accept delivery of the seed.
IV.
Cost and Timing of Payments
The price for the _______ lbs. of seed will be $____/lb.
F.O.B. Los Indios, Texas, for
a total of $________ (US). XYZ agrees to a non-refundable down payment of 20% by
July 1, 2007, to close this agreement with DBM. XYZ agrees to pay an additional
50%of the total contract to DBM on or before December 15, 2007. XYZ agrees to
pay the final 30% of the total contract to DBM prior to DBM's shipment of the
seed to Los Indios, Texas, at which point DBM will deliver the seed to the commercial
shipper's loading dock of XYZ's choice within 50 miles of Los Indios, Texas.
Target date for release of the seed and final payment is late
February/early March 2008.
V.
XYZ Obligations
XYZ agrees to pay DBM as
indicated above for producing the kenaf seed as indicated above.
XYZ agrees to assume responsibility for the kenaf seed
immediately upon its release from the USDA Los Indios facility. DBM
will deliver the seed at that time to the commercial shipper, storage facility,
or other nearby destination with a loading dock (within 50 miles of Los Indios, TX) of XYZ's choice.
All arrangements and payments to that shipper or storage facility shall
be between themselves and XYZ.
VI.
Germination Rate
DBM
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% (on any variety but Gregg), 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 to
the States by DBM 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 DBM cannot be responsible for the seed
quality once it is in XYZ's hands.
VII.
Natural Disasters
DBM and XYZ enter into this agreement in good faith. Should natural disasters such as drought, excessive rainfall, hurricanes, etc., prevent DBM from producing the full ______ lbs. of kenaf seed, XYZ agrees to accept the reduced production as an “Act of God” and will not consider DBM to have breached the agreement. Should such an act occur, DBM will return any monies paid above and beyond the contract price/lb. of the actual amount of seed delivered.
Should XYZ be late on any of the payments mentioned above for any reason, DBM 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
D.B.M. Farms, Inc. XYZ