DATED THIS 21st DAY OF August 2000
BETWEEN
EVERBLOOM INTERNATIONAL TECHNOLOGY PTE LTD
AND
P.T. INTI MEKAR SEJATI
SALE AND PURCHASE AGREEMENT
THIS AGREEMENT for the Sale and Purchase of Shiitake Mushrooms is made on the
21st day of August 2000.
BETWEEN
1) EVERBLOOM INTERNATIONAL TECHNOLOGY PTE LTD, a company incorporated in
Singapore and having its registered office at 00 Xxxxxxx Xxxx Xxxxx, #00-00
Xxx Xxxxxx, Xxxxxxxxx Science Park 1, Xxxxxxxxx 000000 ("Everbloom"); and
(2) P.T. INTO MEKAR SEJATI, a company incorporated in Indonesia and having its
registered office at Xxx Xxxxx Xxxx, Xx. 00 Xxxxxxx, Xxxxxxxxx ("PTIMS").
WHEREAS
(A) Everbloom is the licensor, and PTIMS is the licensee in Indonesia, of
certain mushroom technology developed and owned by Everbloom and PTIMS
operates a Mushroom Farm at Pacet, Java.
(B) Everbloom is desirous of assisting in the upgrading of the facilities at
the mushroom farm of PTIMS to its maximum capacity.
(c) PTIMS is desirous of selling to Everbloom exclusively all the mushrooms not
sold locally.
NOW IT IS HEREBY AGREED as follows:
1. DURATION OF AGREEMENT This Agreement shall commence on 1 st September 2000
and will be for a period 3 years and may be renewed subsequently every 3
years by mutual agreement.
2. LOG PRODUCTION
PTIMS shall undertake with immediate effect to produce logs to fill up 4 growing
houses per month and will do its utmost to keep the operational costs to the
minimum without compromising the standards required to achieve high yield and
good quality mushrooms.
3. SELLING PRICE
The selling price for the mushrooms are as per Schedule A and will be subjected
for review every 12 months by mutual agreement.
4. ADVANCE PAYMENT
(a) Everbloom will advance S$30,000 per month to PTIMS for the purchase of~ ,,'
i mushrooms at the beginning of each month to assist in the log production
as perj I Schedule B. Detailed accounts of the operational costs are to be
faxed to Everbloom at the end of each month.
(b) Another S$10,000 can be advanced per month to assist in the additional
repairs and upgrading required as per Schedule C. Any such expenditure
required must be approved in advance by Everbloom before any such advance
is given.
(c) All advances will bear interest at the rate of 7.5% per annum and all
advances plus interest will be used to offset against the sale of mushrooms
by PTIMS to Everbloom.
(d) PTIMS will undertake to prudently expend the advances either for
operational costs or repairs and will not utilise such advances other than
for such stated purposes.
5. MUSHROOM YIELD
PTIMS will produce the minimum yield as per the attached Schedule D so that it
can ay least achieve the repayment volume forecasted and that a new forecast for
the next 12 months is to be submitted to Everbloom at the beginning of every
month- If necessary the volume between local and Everbloom will be decided by
mutual agreement form time to time.
6. EXCLUSIVE OVERSEAS SALES
PTIMS will sell all the mushrooms not sold locally exclusively to Everbloom and
will refer all overseas clients and contacts to EVerbloom for Everbloom to deal
with them with immediate effect.
7. RIGHT OF FIRST REFUSAL
PTIMS hereby undertake to offer the right of first refusal to Everbloom in the
event that PTIMS intends to sell the mushroom farm or the Company either in
whole or in part to any third party, This right notwithstanding Everbloom may
make a proposal to purchase or invest at any time which is to be negotiated and
agreed upon by mutual agreement. In the event that such a sale or investment
tales place the balance amount of advances given plus interest can be used as
part of the purchase or investment consideration.
8. BREACH OR FAILURE
In the event of any breach of agreement or failure to perform by PTIMS,
Everbloom reserves the rights to withhold any further advances until such breach
or failure is rectified. In the event that such breach or failure is not
rectified within 30 days Everbloom reserves the right to terminate this
agreement with immediate effect while reserving all its rights under this
agreement and that PTIMS shall be required to refund immediately all advances
and interest and be liable for any related costs or liabilities arising thereof.
9. AMENDMENTS
No amendment of this Agreement shall be effective for any purpose whatsoever if
not agreed upon in writing by mutual agreement.
10. ROYALTIES
Everbloom agrees to withhold the collection of royalties from PTIMS until such
time as all the advances and interest have been offsettted against the sale of
mushrooms. Such offsetting in future will however be on a staggered basis by
mutual agreement. PTIMS will nevertheless report the sale each month for royalty
calculation and will provide immediately data of prior years as well for an
accurate calculation of royalties -- for prior years.
11. GOVERNING LAW
This Agreement is governed by and shall be constrtled in accordance with the
laws of Singapore. Each party hereto submits to the jurisdiction of the
Singapore Courts but this agreement may be enforced in any court of competent
jurisdiction.
IN WITNESS whereof this Agreement has been entered into the day and year first
above written.
For and On Behalf Of
EVERBLOOM INTERNATIONALTECHNOLOGY
PTE LTD
in the presence of:
For and On Behalf Of
P,T. INTI MEKAR SEJATI
in the presence of:
