REPACKAGING AGREEMENT
Agreement, made this day of July 3 1996 by and between Nortech Forest
Technologies (hereinafter referred to as "Registrant") a Delaware corporation
having as its principal place of business at St Louis Park Minnesota, and
Voluntary Purchasing Groups, Inc. (hereinafter referred to as "VPG'), a Texas
corporation, having its principal place of business in Bonham, Texas.
WITNESSETH:
WHEREAS, VPG is prepared to make available its facilities in Bonham,
Texas, which facilities have been duly registered with the Environmental
Protection Agency, for the purpose of repackaging the Registrant's product (the
"Product") described in Exhibit A, as attached.
NOW, THEREFORE, in consideration of the mutual promises and obligations of the
parties set forth herein, it is agreed as follows:
1. The term of this Agreement shall be Three (3) years from the
date of this Agreement.
2. VPG agrees to the repackage the Product at its plant at
Bonham, Texas. VPG shall issue to the Registrant, by mail or
by facsimile machine, a written purchase order thirty days in
advance of its required shipment date.
3. VPG agrees to furnish all labor, equipment, utilities, labels,
containers, outer containers and supplies necessary to
repackage and load into trucks the Product to be repackaged by
it hereunder.
4. VPG agrees to indemnify the Registrant against any and all
loss, liability, damage and expense of every character
whatsoever resulting from personal injury (including death) or
property damage, or otherwise sustained by any person, firm,
or corporation whatsoever (including VPG and Registrant and
employees of either of them) caused by, arising out of, or in
any way connected with acts or omissions of VPG (including its
officers, agents, servants or employees) in connection with
the receiving, handling, storage, repackaging, and delivery at
(its) Bonham plant of the Product repackaged by VPG hereunder.
VPG agrees to ensure its aforesaid liability hereunder, as set
forth, and will maintain and pay for blanket contractual
liability insurance.
6. The Registrant agrees to deliver to VPG title to all materials
at the liquid formulation facility chosen by the Registrant.
The Registrant agrees to furnish to VPG sufficient quantities
of the Product necessary for VPG to satisfy its patrons who
are independent distributors and independent retail
establishments. The Registrant shall provide to VPG a written
acknowledgment of VPG's purchase order, with respect to said
purchase order instructions, terms, prices and other details.
8. The Registrant shall conduct such tests and analyses necessary
to ensure that the Product furnished pursuant to Section 3
hereof shall meet the specifications of the Product's label.
The Registrant specifically warrants that the Product
delivered to VPG hereunder shall be free of contaminants.
9. Any failure of the Registrant to deliver the Product to VPG as
herein provided, which by exercise of reasonable diligence the
defaulting party is unable to prevent, if occasioned by any
contingency beyond such party's reasonable control (including
act of God or the public, enemy, fire, explosion, earthquake,
storm, flood, malicious mischief, rebellion, insurrection,
war, riot, sabotage, accident, interruption or delay in
transportation, inadequacy, or, or failure of supply
materials or equipment, breakdown, labor trouble, compliance
with any binding order or action of any governmental officer,
department or agency, or any other contingency of like or
different character), shall not be deemed a default hereunder
and shall not subject the party so failing to perform any
liability to the other party; provided, however, that the
requirement of exercise of reasonable diligence shall not
require either party to settle any labor dispute. The affected
party may omit acceptance of deliveries during the period on
continuance of such circumstances.
10. This Agreement shall not be assigned or transferred by either
party without the prior written consent of the other party.
11. This Agreement constitutes the entire agreement between the
parties and there are no understandings, representations, or
warranties of any kind, express or implied, not expressly set
forth herein. No modification of this Agreement shall be of
any force or effect unless such modification is in writing and
signed by the parties bound thereby; and no modification shall
be affected by the acknowledgment or acceptance of receipts or
order forms containing terms or conditions with those set
forth herein.
12. The parties agree that this Agreement shall be deemed to have
been made and executed in the State of Minnesota and that any
dispute arising under this Agreement shall be resolved in
accordance with the laws of Minnesota.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in duplicate by their duly authorized representative.
VOLUNTARY PURCHASING GROUPS, INC.
Date:
By: Xxxxxxx X. Xxxxx
Its: Product Manager
Date: 7-3-96
NORTECH FOREST TECHNOLOGIES, INC.
By: Xxxxxx X. xxXxxxx
Its: CEO
Date: 7-8-96
