SUPPLY AGREEMENT
BY THIS SUPPLY AGREEMENT (this "Agreement"), executed and entered into in
the City of Sao Paulo, Sao Paulo, Brazil, on this twentieth day of June, 2000
1. XTAL FIBRAS OPTICAS S.A., a corporation duly organized and validly existing
under the laws of the Federal Republic of Brazil, with head offices in the City
of Uberlandia, State of Minas Gerais, at Xxxxxxx Xxxxxxxxxxx Xxxxxx, 0000,
Distrito Industrial, enrolled before the National Registry of Legal Entities of
the Ministry of Finance ("CNPJ/MF") under No. 71.340.707/0001-95, herein
represented by its duly authorized representative (hereinafter referred to as
the "Xtal");
and, on the other side,
2. XXXXX X.X. - EMPREENDIMENTOS E PARTICIPACOES, a company duly organized and
validly existing under the laws of the Federal Republic of Brazil, with head
offices in the City of Uberlandia, State of Minas Gerais, at Xxxxxxx Xxxxxxxxxxx
Xxxxxx, 0000, Distrito Industrial, enrolled before the National Registry of
Legal Entities of the Ministry of Finance ("CNPJ/MF") under
No.17.835.026/0001-52, herein represented by its duly authorized representative
(hereinafter referred to as "Algar"); and
and, as Intervening Party
3. FIBERCORE, INC., a company duly organized and validly existing under the laws
of state of Nevada, United States of America, with head offices at 000,
Xxxxxxxxx Xxxx, Xxxxxxxx, XX ("FCI"), herein duly represented by its authorized
representative, or any other company or individual to be designated by it (FCI
and/or whichever entity so designated by FCI, hereinafter referred to as the
"Intervening Party");
(Xtal, Algar and FCI, are hereinafter referred to, individually, as a "Party",
and collectively, as the "Parties")
WHEREAS, Xtal is a company engaged in the manufacturing and production of
optical fiber;
WHEREAS, Algar directly and/or through its subsidiaries, (collectively referred
as the "Algar Group") uses optical cable for several purposes;
WHEREAS, Algar is willing to buy and cause to be bought, from Xtal 50% (fifty
percent) of the optical fiber requirements of the Algar Group at prevailing
market prices;
WHEREAS, the Parties intend to legally formalize all the terms and conditions
which shall apply to the transaction described in the foregoing recitals;
WHEREAS, Xtal is willing to sell optical fiber to Algar and to whom Algar may
designate, under the terms of this Agreement;
NOW, THEREFORE, in view of the mutual promises, covenants and agreements
contained herein, and intending to be legally bound, the Parties have agreed to
execute this Agreement, pursuant to the following terms and conditions:
1. SCOPE. The supply of "multimodo 62,5/125" and/or single-mode optical fiber
(the "Products") as described below by Xtal to Algar
1.1 Algar hereby expressly agrees to buy and/or to cause to be bought by
a third party designated by Algar, Products from Xtal in an annual
volume equivalent to at least 50% (fifty percent) of the annual
volume of the Products required by the Algar Group to manufacture
the annual volume of optical cable required by the Algar Group
during the term of this Agreement.
A. The estimated annual volume of Products for the manufacturing of
Algar Group's optical cable requirement is: (i) 59.400km (fifty nine
thousand and four hundred kilometers) for the period of June
2000/2001 and (ii) 43.200km (forty three thousand and two hundred
kilometers) for the period of July 2001/2003.These are only
estimates and are not to be construed as a commitment to purchase
such volume. Algar is only committed to purchase or cause to be
purchased 50% of Algar's Group actual yearly requirement.
1.2. Algar shall provide to Xtal, as required, any accounting information
that may confirm that the 50% (fifty percent) optical requirements
of Algar Group is being purchased from Xtal. In addition, Algar
hereby expressly authorizes Xtal to have an audit company examining
the accounting books of Algar Group's companies that buy the
Products.
2. PRICE AND CONDITIONS
2.1 Algar shall pay and/or a cause to be paid by a third party
designated by Algar, to Xtal the market price for the Products,
prevailing from time to time on the terms and conditions which are
consistent with the market prices in Brazil.
3. WARRANTIES AND ALLOCATION OF LIABILITY
3.1. WARRANTY. Xtal warrants that the Product shall comply with Algar's
standard specifications for the Product and shall otherwise be free
from defects in design, materials and workmanship for a period of 6
(six) months from the date of delivery to Algar.
3.2. REMEDIES. If any Product breaches any of the warranties set forth
above during the warranty term, Xtal shall replace the Product with
a new Product that conforms to its standard specifications and is
free from defects in design, materials and workmanship at no
additional cost to Algar , delivered to the same destination as that
of the original shipment.
4. TERM AND TERMINATION
4.1. PERIOD OF AGREEMENT. This Agreement shall commence upon the date set
forth above and shall remain in effect for a period of 3 (three)
years.
4.2. TERMINATION. This is a non-cancelable agreement and any party that
breaches any material term of this Agreement shall have the right to
cure its breach within 45 days following written notice thereof,
specifying in detail the nature of the breach and the steps that
must be taken to cure the breach.
4.3. EFFECT OF TERMINATION. Termination of this Agreement shall not
terminate the rights or obligations of either party with respect to
the supplying orders that are outstanding on the effective date of
termination, and payment of products supplied or to be supplied.
5. MISCELLANEOUS PROVISIONS
5.1. WAIVER. No failure or delay by either party in enforcing any of its
rights under this Agreement shall be construed as a waiver of the
right to subsequently enforce any of its rights, whether relating to
the same or a subsequent matter.
5.2. NOTICES. All notices and other communications required or permitted
under this Agreement shall be in writing and shall be deemed given
when delivered by hand or by a reputable national over-night courier
service or by facsimile transmission or three business days after
mailing when mailed by registered or certified mail (return receipt
requested), postage prepaid, to the parties in the manner provided
below:
Any party may change the address to which notice is to be given by
notice given in the manner set forth above.
5.3. ASSIGNMENT. Neither this Agreement nor any of the rights, interests
or obligations hereunder may be assigned by any party hereto without
the prior written consent of the other party. 5.4. GOVERNING LAW.
The execution, interpretation and performance of this Agreement
shall be governed by the laws of the State of Sao Paulo.
5.5. SEVERABILITY. The invalidity of any portion of this Agreement shall
not invalidate any other portion of this Agreement and, except for
such invalid portion, this Agreement shall remain in full force and
effect.
5.6. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding of the parties with respect of the subject matter of
this Agreement. This Agreement supersedes all prior agreements and
understandings between the parties with respect to the transactions
contemplated hereby. This Agreement may be amended, modified or
supplemented only by written agreement of all of the parties hereto.
IN WITNESS WHEREOF, the Parties have executed this Agreement in FIVE (5)
counterparts of same tenor and content, on the date and in the place herein
before stated, in the presence of the two undersigned witnesses.
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FIBERCORE, INC.
By: Xxxx X Xxxxxx
Title: President Chief Executive Officer
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XXXXX X.X. - EMPREENDIMENTOS E
PARTICIPACOES
BY: Xxxx Xxxxx Xxxx Costa
TITLE: Chief Executive Officer
BY: Xxxxxx Xxxxxxxx Xxxx
TITLE: Attorney-in-fact
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XTAL FIBRAS OPTICAS S.A.
BY: Xxxx Xxxxx Xxxx Costa
TITLE: President
BY: Antonio Xxxxxx Xxxxxx
TITLE: Managing Director
WITNESSES:
1. ___________________________________
Name: Giseli Xxxxxxxxx Xxxxx Xxxxxx
XX: 16.978.964
CPF: 000.000.000-00
2. ___________________________________
Name: Xxxxxx Xxxxxxx Mari
RG: 8.690.203
CPF: 000.000.000-00
