1
EXHIBIT 30.(XXXI)
COOPERATION AGREEMENT
THIS AGREEMENT is made on the 3rd of March, 1998 by and between Metsa Timber Oy
(hereinafter "Metsa"), a limited liability company with its principal place of
business located at Xxxxxxxxxxxxx0 X, Xxx-00000, Xxxxx, Xxxxxxx, and Nevada
Manhattan Mining Incorporated (hereinafter "Nevada"), with its main place of
business located at 0000 Xxxxx Xxxxxxx Xxxxxxxxx, xxxxx #000, Xxxxxxxxx,
Xxxxxxxxxx 00000, Xxxxxx Xxxxxx of America (Both parties hereinafter together
"the Parties").
WHEREAS, Nevada owns 100% of Equatorial Resources (Brazil) LTDA. (hereinafter
"Equatorial"), a company with its main place of business located at Xx.
Xxxxxxxxx Xxxx 000, 00000 - 000 Xxxxx, XX Xxxxxx, Equatorial owns and/or
controls certain rights to timber properties and timber milling properties and
equipment in the Amazon region of Brazil.
WHEREAS, the Parties desire to co-operate in the development of Equatorial's
existing assets as well as additional related assets to be acquired, and in the
distribution and sales of any timber and timber related products produced by
Equatorial.
WHEREAS, it is the expressed desire of the Parties and a pre-condition of Metsa
to this Agreement, that Equatorial will achieve the compliance with
international environmental guidelines for sustainable forestry. In order to
achieve this goal, Nevada/Equatorial has commenced a development project for an
Eco-Efficiency Model with the help of Eco Rating International, Zurich,
Switzerland, and based on their pre-study attached as an exhibit to this
Agreement.
2
NOW THEREFORE, in consideration of the foregoing, the Parties hereto agree in
good faith as follows:
1. Metsa will provide through its sister company FWI Wood International Oy,
(hereinafter "FWI") and Nevada/Equatorial will accept management and
development services based on a special technical assistance agreement
("TAA- Agreement") to be negotiated and entered between Nevada/Equatorial
and FWI with the fee-basis customary on the field. Services provided in the
TAA-Agreement may include but are not limited to personnel management,
employees, cutting and/or harvesting methods, specie procurement, milling
techniques, mill locations, equipment changes and/or production line
changes, management of assets, investment on additional assets, invests
compliance, transportation, storage, shipping, maintenance of equipment and
any other directives which may relate to the development, management,
distribution and sales of timber, or timber-related products. The scope of
the works to be done under the TAA-Agreement and their priority should
follow and be in compliance with the recommendations of Eco Rating
International's pre-study.
2. In consideration for the services specified in sub-section 1 above, Metsa
will be granted distribution and sales rights for the output of timber and
timber-related products of Equatorial's timber operations principally as
follows:
Territories
Metsa's worldwide marketing and sales organizations, including but not
limited to its sister companies, shall have exclusive rights for European
and Japanese markets. Nevada/Equatorial shall not enter into any kind of
sales agreements on other markets without prior consultations with Metsa.
3
Agency Agreements
The actual sales activities shall be based on separate agency agreements
for each specific market area, with customary terms, which shall be drawn
up between Nevada/Equatorial and each of the entities of Metsa's marketing
and sales organization.
Commission
In each agency agreement shall be fixed a general sales commission, which
shall be in the scale of 5 - 10%.
Pricing
Pricing of the products shall be based on the highest achievable fair
market price at each time on relevant market places to be determined either
Metsa and Nevada/Equatorial or its respective marketing and sales
organization.
Delivery Term
C&F (Incoterms 1990), unless otherwise agreed case by case.
Order Procedure
The actual sales activities shall be based on the order procedure to be
created between the Parties and the respective agent (as the case may be),
which shall consist of at least
- For regular activities order and order confirmation method including
time of delivery and shipping information,
- Estimates of Metsa's longer term volume demands,
- Equatorial's production plans and
- All other information required for planning purposes of both parties.
4
3. Metsa shall use its best effort to have Equatorial's export quality timber
and timber-related products sold, but without obligation to do the same,
whatsoever.
4. Each of the Parties are independent contractors and the obligations of each
Party under this Agreement shall be in every case several and shall not be
either joint or joint and several. Nothing contained in this Agreement
shall be deemed to constitute an agency, legal representation, fiduciary or
any other relationship between the Parties. Except as otherwise
specifically provided in this Agreement, this Agreement shall give neither
Party any authority to act for, or to assume any obligation or
responsibility on behalf of the other.
5. This Agreement shall be based on the calendar year term, and shall remain
in full force until terminated by either party with at least three months
written notice before the end of then running actual year.
Metsa shall have however premature right for immediate termination without
notice, in case:
- Equatorial is continuously unable to deliver on time confirmed orders
or
- Equatorial proves to be substantially unable to match critical
deadlines in the improvement procedure of its scheduled environmental
actions and programs.
6. No provision of this Agreement shall be revised or amended without a
written amendment signed by duly authorized representatives of the Parties.
7. Each of the Parties hereby represents and warrants, that they have full
authority to enter into this Agreement.
5
8. This Agreement and the rights and obligations of the Parties hereunder
shall be governed by and construed by the internal laws of the state of New
York.
Any dispute, controversy or claim arising out of or in connection with this
Agreement, or the breach, termination or invalidity thereof, shall be
settled by arbitration in accordance with the rules of the Arbitration
institute of the Stockholm Chamber of Commerce, in Stockholm, Sweden.
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed
by its duly authorized representative as of the date first hereinabove written.
Nevada Manhattan Mining Incorporated Metsa Timber Oy
/s/ Xxxxxxx Xxxxxx /s/ Xxxx Xxxxxxx
By:____________________ By: ______________________
