EXHIBIT 10.08
EXCLUSIVE PRODUCT SALES AGREEMENT
This Agreement, entered into by and between AGRI BIO - SCIENCES, INC., a Texas
Corporation, (hereinafter referred to as AGRI); and GLOBAL FARM SCIENCES, INC.,
a Texas corporation; (hereinafter referred to as GLOBAL):
WITNESSETH:
WHEREAS, AGRI is engaged in the business of mining, processing, blending,
bagging and marketing micronutrient fertilizers under the trade name of MICRO
MIN; and
WHEREAS, AGRI has a micronutrient processing plant facility in Bay Springs,
Mississippi, suitable for the mining, processing and manufacturing of
micronutrient products, and
WHEREAS, AGRI is the sole and exclusive owner of all right, title and interest
in and to the trademark "MICRO MIN", including the various trademark
registrations relating thereto; and
WHEREAS, AGRI management has designed and perfected a particular computer
software program which allows any compatible computer system to receive and
extrapolate raw data obtained from soil, water and plant samples and then make
recommendations as to type and amount of fertilization that a particular soil
requires to increase crop production and create a healthier soil; and
WHEREAS, GLOBAL is currently structuring and implementing a micronutrient sales
program in Mexico and now wishes to have an exclusive representation of AGRI'S
product (s) in a particular market place; and
WHEREAS, AGRI recognizes the selling expertise of GLOBAL and its ability to
properly finance and pursue the sales of AGRI'S products in a business-like
method; and
NOW THEREFORE, taking into account the mutual promises and covenants hereinafter
set forth and other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows;
ARTICLE I (Definitions)
The definitions and comments included below shall apply to the terms and the
transactions arising hereunder:
a. Product
Shall mean the micronutrient product produced and sold under the trade name of
MICRO MIN (Concentrate) or any other micronutrient products produced by AGRI,
b. Trademark
Shall be the trademark registered in the United States of America and any and
all other countries by and for AGRI, operating in conjunction with any and all
contracted entities for MICRO MIN and any other Products developed by AGRI.
ARTICLES II (Exclusive Appointment)
a. GLOBAL is hereby appointed as the EXCLUSIVE Product (s) sales representative
in the follow area which we shall refer to as the TERRITORY in accordance with
the terms and meaning of this Agreement.
TERRITORY
MEXICO, CENTRAL AMERICA, SOUTH AMERICA, THE MIDDLE EAST
b. These are areas wherein the management of GLOBAL has already introduced
AGRI'S product MICRO MIN and currently has certain representation already
working in these same areas. Therefore, GLOBAL may appoint sub-contractors
employees, or other technical entities whether individual or corporate to assist
in any and all sales and technical efforts in the area of the TERRITORY.
c. All such sub-contractors, employees, or technical entities appointed by
GLOBAL to assist then under this agreement shall report directly to and be
responsible to GLOBAL. AGRI will not acknowledge or have any responsibilities
under any such contractual relationship with any such entity appointed by
GLOBAL. Further, all such business relationships between GLOBAL and any over
entity must be exclusively maintained between GLOBAL and the individual or
corporate technician appointee. GLOBAL shall inform all such appointees that
their labors and expertise are for the express benefit of GLOBAL and that any
and all costs derived from these benefits are the express obligation of GLOBAL.
d. It is anticipated that GLOBAL will start initial sales activities in the
country of Mexico during the latter part of 1998 because of the beginning sales
activities of GLOBAL'S Mexican associates. Therefore, to maintain this Agreement
in full force and effect, GLOBAL agrees to purchase one thousand (2,000) metric
tons of Product from AGRI within the 1999 calendar year. Thereafter, GLOBAL
agrees to buy at least two thousand (2,000) metric tons of ABSI'S product in
calendar year 2000. During each of the third and succeeding years, GLOBAL agrees
to buy at least three thousand (3,000) metric tons per year of ABSI'S product.
e. It is further mutually agree to that such AGRI products purchased under this
Agreement by GLOBAL will be specifically designed for the farming market place
in the TERRITORY and prepared and blended expressly for those country's farmers.
Said Product therefore may not be altered in any way; nor rebagged or otherwise
changed from that form and fashion originally manufactured and bagged by AGRI at
it's plant in Mississippi.
f. Should GLOBAL fail to purchase such tonnage as mandated herein, then both
parties hereto agree that further contractual obligations hereunder, shall be
terminated, including any exclusive sales rights to sell Products. And this
Agreement shall then be considered null, void and held for naught. Thereafter,
in that instance, all parties hereto shall be free to seek other arrangements
and other contracts relative to their respective and individual corporate
affairs without any further regard to this Agreement or any obligations
contained herein.
ARTICLE III (PRODUCT COSTS)
a. GLOBAL shall pay AGRI the sum of SIX HUNDRED TWENTY USA Dollars (US$620.00)
for each metric ton of Product purchased. (See Exhibit "A"), All such purchases
shall be FOB AGRI'S plant facility in Bay Springs. Mississippi.
b. At the time GLOBAL submits a purchase order to AGRI for Product, GLOBAL will
also submit a corporate check in the amount of $305.00 for each metric ton of
Product so ordered. Within 90 days from the date such Product is received by
GLOBAL'S freight agents, FOB Bay Springs, Mississippi, GLOBAL will then remit a
check in the amount of $315.00 for each metric ton of product previously
received. As an example: GLOBAL Purchase Order #101 for 100 metric tons of
Product will be accompanied by a GLOBAL corporate check in the amount of $30,500
(US$315.00 per metric ton). Within ninety (90) days from the date GLOBAL'S
freight agents take possession of the product, GLOBAL will remit a second
corporate check in the amount of $315.00 per ton or a total of $31,500 which
will cover the remaining amount due on purchase order #101.
c. Such sale price FOB AGRI'S plant facility, as set forth above, is based on
AGRI'S costs of production and expected profit for each metric ton of product so
manufactured. However, AGRI has the responsibility to shareholders to maintain a
net profit consistent with investment, research and development, and expertise.
GLOBAL has a similar responsibility. Therefore, only those increases in costs of
labor and/or materials
experienced by AGRI in the production of it's micronutrient products shall be
passed on to GLOBAL. Further, such increases in product costs to GLOBAL will
made only after 30 days written notice of such increase in product price to
GLOBAL.
d. However, such FOB price adjustments to GLOBAL, as reflected above, shall only
be made when such increases in labor and material to AGRI'S manufacturing costs
approximate five (5) percent of the FOB price. Lesser increases in production
costs will be borne by AGRI.
e. All purchases of Product (s) shall be in the form of a properly signed GLOBAL
purchase order indicating the amount of Product ordered; detailed shipping
instructions; and accompanied by a check drawn on a USA bank acceptable to AGRI
which shall represent payment as indicated in ARTICLE III b. above, Any other
arrangement for the purchase of Product must be negotiated between the parties
hereto and an addendum representing any changes must be signed and made a part
of this Agreement.
f. Bag design, graphics and printing shall be the responsibility of AGRI and all
costs associated with the design, size, printing and production shall be borne
by AGRI. GLOBAL may suggest and specify changes in the bag design and/or bag
size currently in use by AGRI in the packaging of it's Products. However, GLOBAL
shall defray any additional costs that may be directly associated with any such
changes in bag size and/or printing requested by GLOBAL and adopted by AGRI.
ARTICLE IV (FREIGHT)
a. It shall be GLOBAL'S obligation to manage all freight forwarding from AGRI'S
plant facility in Mississippi to whatever destination requested by GLOBAL.
Further, all costs associated with such freight forwarding, including, but not
limited to freight forwarders fees, shall be the sole responsibility of GLOBAL.
b. All bagged Product sold to GLOBAL by AGRI and destined for a specific port in
any territory authorized under this Agreement, must be delivered to that
destination without recourse. Such shipments may not be rerouted to any
destination outside the TERRITORY as indicated herein and authorized under this
Agreement.
ARTICLE V (WARRANTIES)
a. It is mutually understood that this Agreement shall be binding upon the
parties hereto, their successors, assigns, and legal representatives, the same
as if the latter had been the original parties to this Agreement.
b. This Agreement shall be governed by the laws of the State of Texas, United
States of America, as if all actions to be performed hereunder, were performed
in the State of Texas. The venue of any dispute hereunder shall be Xxxxxx
County, Texas.
ARTICLE VI (TERMINATION OF AGREEMENT)
a. It is agreed to by and between the parties hereto that this Agreement may be
unilaterally terminated by a party because of any one or more of the following
reasons:
1. The entering into bankruptcy and/or the insolvency of the other party hereto.
2. The liquidation of major corporate assets of the other party which would then
tend to disrupt or materially effect the normal day to day operation of the
other party involved in such liquidation.
3. The termination of normal corporate activities by the other party and the
subsequent absence of experienced corporate officers of the other party.
4. Breach of this Agreement by the other party.
b. Should this Agreement be terminated for ANY REASON whatsoever, both parties
hereby agree that neither party hereto shall be liable to any other party for
any consequential damage, which may be caused by such termination.
ARTICLE VII (Assignments)
a. The effects of this agreement shall be for the mutual benefit of the parties
hereto and shall therefore be binding on these parties. Further, notwithstanding
the authorization of GLOBAL to appoint one or more technical and/or sales
representatives, sub-contractors, or other technical entity, this agreement
shall not be transferred totally or in part to any third party without the
written consent of AGRI.
b. Should this agreement be canceled for whatever reason, all appointments,
arrangements, agreements and understandings made by GLOBAL in whatever area, and
to whomever, shall simultaneously be considered to be voided, annulled and held
for naught.
ARTICLE VIII (Relationship)
a. Nothing herein contained shall constitute a partnership or joint venture by
the parties hereto and neither party shall hold itself out contrary to the terms
of this Article or this Agreement. GLOBAL acknowledges that it has no ownership
interest in the products, trade names or trademarks of AGRI or any patents,
copyrights or registrations relating to such. It is also understood by and
between the parties hereto that this agreement shall not establish an agency
relationship; nor a franchise relationship, or any other relationship other than
simply that of "SELLER" and "PURCHASER", Further, for the purpose of this
Agreement, GLOBAL must be considered an independent contractor and it is
therefore solely responsible for any and all obligations incurred by it through
contracts or other agreements made between them and any other person or entity.
Any agreement or agreements or other understandings between GLOBAL and any other
person or entity will in no way be assumed as to be part of this Agreement.
b. Further, neither party hereto shall become liable to any third party by
reason of any representation act or omission of to other contrary to the
provisions hereof.
c. If is further agreed to that each party hereto shall hold the other harmless
from any and all liability, expense. loss and damage for injuries or death to
persons or damage to property on account of the indemnifying party's negligent
or intentional acts or omissions.
d. It is further agreed to that neither party shall be liable to the other for
any consequential loss or damage such as delay in delivery.
ARTICLE IX (Term of Agreements)
The Term of this Agreement shall be for a period of five (5) years from the date
of signing this Agreement. GLOBAL has the right to renew this Agreement at the
end of that period for another five (5) years by ninety days prior written
notice to AGRI indicating such intention. However, this Agreement shall be
considered to be automatically extended for the additional period of five (5)
years IF no written notice is presented to AGRI within the specified time.
ARTICLE X (Binding Agreement)
a. It is mutually understood that this Agreement shall be binding upon the
parties hereto, their successors, assigns, and legal representatives' the same
as if the latter had been the original parties to this Agreement.
b. It is mutually agreed that this Agreement shall be governed by the laws of
the state of TEXAS as if all actions to be performed hereunder were performed in
the state of TEXAS.
c. Should litigation. in whatever form, be instituted in regard to any provision
of this Agreement by any party hereto or on the part of any party hereto, then
in that event the party prevailing in such litigation shall be entitled to
recover its costs incurred in the pursuit of such litigation from the losing
party.
d. Both parties hereto further agree that this written instrument contains the
entire Agreement of the parties hereto, and that no change or modification of
this Agreement shall be valid unless such chase or modifications made in writing
and signed by all parties hereto. No waiver by a party hereto of any right under
this Agreement shall be valid unless in writing by the party against whom such
waiver is sought to be enforced; further, this This Agreement supersedes all
prior written agreements, verbal contracts Ad understandings between the parties
hereto:
IN WITNESS WHEREOF AGRI and GLOBAL have caused this Agreement to be signed and
executed by them or then duly authorized officers and their corporate seals to
be affixed hereto this day of August, I998.
AGRI BIO - SCIENCES, INC.
By: /s/ Xxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxxx President
GLOBAL FARM SCIENCES, INC.
By: /s/ X.X. Xxxxxx X. X. Xxxxxx President
STATE OF TEXAS
COUNTY OF XXXXXX
HOUSTON, TEXAS.
Personally appeared before one, else undersigned authority in and far the
aforesaid jurisdiction' the within named Xxxxxx X. Xxxxxxxx, President of Agri
Bio - Sciences, Inc., a Delaware Corporation, and that he has signed and
delivered the foregoing Agreement on the date and year therein mentioned as an
act and deed of said corporation having authorization to do so.
Given under my hand and official seal on this 31st day of August 1998.
My Commission Expires:
XXXXX XX XXXXX
XXXXXX XX XXXXXX
XXXXXXX, XXXXX.
Personally appeared before me, the undersigned authority in and for the
aforesaid jurisdiction, the within named , X. X. Xxxxxx, President of GLOBAL
FARM SCIENCES, Inc., a Texas Corporation, who stares that he has signed and
delivered the foregoing Agreement on the date and year therein mentioned as an
act and deed of said corporation first having authorization to do so.
Given under my hand and official seal on this 31st day of August 1998.
My Commission Expires:
MICRO MIN (Concentrate) License No. (Blend "E").
Zinc (Zn) 4.0 %
Manganese (Mn) 4.0 %
Iron (Fe) 3.25 %
Copper (Cu) 0.2 %
Cobalt (Co) 0.014 %
Molybdenum (Mo) 0.002 %
Boron (B) Trace %
Montmorillonite Clay, Carrier
