EXHIBIT NO. 6.3
EXCLUSIVE PURCHASING AGREEMENT WITH
HARDWOODS LIMITED DATED NOVEMBER 1, 1999.
EXCLUSIVE PURCHASING AGREEMENT
THIS AGREEMENT made this 1st day of November, 1999, by and between
TIMBER RESOURCES INTERNATIONAL, INC., a Delaware corporation, with its principal
place of business in New York, New York, hereinafter referred to as "TMBE," and
EXOTIC AFRICAN HARDWOODS LIMITED, a Nigerian corporation, with its principal
place of business in Lagos, Nigeria, hereinafter referred to as "EAH".
W I T N E S S E T H :
WHEREAS, TMBE is in the business of importing various types of forest
products from various parts of the world;
WHEREAS, EAH is in the business of growing, importing and exporting
forest products to various parts of the world;
NOW, THEREFORE, it is agreed by and between the Parties hereto as
follows:
(1) That this contract shall be and remain in full force and effect for
a period of three (3) years from and after the date hereof, and shall continue
in full force and effect thereafter until such time as either of the Parties
hereto shall have given to the other a notice in writing of its intention to
terminate this contract not less than six (6) months prior to the time fixed in
such notice for such termination. In the event of the giving of such notice this
contract and the rights of the Parties hereunder shall terminate at the time
fixed in said notice for such termination.
(2) That during the term of this contract, TMBE and its subsidiaries
will diligently carry on and promote the sale of forest products that EAH is
able to procure from West Africa. TMBE shall exclusively purchase from EAH all
natural growing forest products that exist in West Africa including but not
limited to African mahogany, teak, iroko, red and yellow apa, ofun and oomo.
(3) TMBE further agrees that it will not, at any time, during the term
of this contract, purchase either directly or indirectly through a subsidiary or
through ownership, in whole or in part, of a corporation or business by it or by
any of its shareholders within the limits of the United States, those forest
products that EAH is able to procure from the West African region.
(4) Orders for forest products from TMBE to EAH shall be in writing
stating therein the quantity and specifications of the forest products, the name
and address of the Consignee, and the time and place for delivery.
(5) EAH agrees to procure and ship the forest products in accordance
with the specifications on the respective orders, and deliver the same F.O.B.
factory or warehouse, with freight prepaid or allowed to any destination in the
continental United States.
(6) EAH warrants that all timber products shipped on orders of TMBE
will be in accordance with the specifications stated in the respective orders,
and of good quality and workmanship and that service will be in accord with
normal commercial practice. It is agreed that no implied warranty or warranties
shall arise out of or in connection with any purchase orders.
(7) All of such invoices shall be payable on terms noted on the
purchase orders, and TMBE agrees to make prompt payment for the same in
accordance with the terms of the respective invoices.
(8) In the event that either of the Parties hereto shall fail or refuse
to keep or perform any term of this contract on its part to be kept and
performed, and such failure shall remain uncorrected for a period of 30 days
after written notice from the other Party, such failure or refusal shall
constitute a default on the other Party a right, at its option and discretion,
to terminate this contract, and in event of the exercise of such option, the
Party so electing shall give written notice to the Party in default whereupon
this contract shall terminate.
(9) In the event that either of the Parties hereto shall suffer a
significant change in the ownership thereof, or if either Party hereto shall
merge or consolidate with one or more other corporations, or shall become
insolvent, or shall be adjusted bankrupt, or if proceedings are instituted by or
against it for reorganization or other relief under the bankruptcy law, or if it
or any substantial part of its assets shall come into the hands of a receiver or
trustee, or any other officer authorized by law or by a court, this contract
may, at the option of the other Party, be terminated by written notice by that
Party to the other, of such termination, such notice to be given 30 days prior
to the date fixed therein for termination.
(10) It is agreed that all covenants of a restrictive nature set forth
in this agreement and all restraints upon either of the parties imposed thereby
shall be limited to the term and any extended term or terms of this agreement.
(11) Any notice provided for herein may be given to TMBE by mail
addressed to it at 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000,
or to EAH by mail addressed to it at x/x Xxxxxxx Xxxxxxx & Xx., 0/00 Xxxxx
Xxxxxx, Xxxxx, Xxxxxxx.
(12) This contract and the rights thereunder shall not be assigned or
transferred by either of the Parties hereto without the written consent of the
other.
(13) Any dispute under this agreement shall be settled by arbitration
in New York City, New York, pursuant to the rules, then obtaining, of the
American Arbitration Association. This agreement shall be governed by the laws
of the State of New York.
(14) Except as otherwise specifically provided herein, this contract
shall be binding upon the Parties hereto and their successors and assigns.
IN WITNESS WHEREOF, the Parties hereto have caused their names to be
signed the day first above written.
TIMBER RESOURCES INTERNATIONAL, INC.
By: /s/ Xxxx Xxxxx
-------------------------
President
EXOTIC AFRICAN HARDWOODS LIMITED
By: [illegible]
--------------------------
President
EXOTIC AFRICAN HARDWOODS, LIMITED
XXXXXXX XXXXX, 00XX XXXXX
0/00 XXXXX XXXXXX
XXXXX-XXXXXXX
TEL: 00-0000000
FAX: 00-0000000
SHIP TO: SOUTHERN HARDWOODS, INC.
000 XXXXX XXXXXXXX XXXXXX
XXXXXXXXX, XX 00000
TEL: 000-000-0000
XXXX TO: SOUTHERN HARDWOODS, INC.
000 XXXXX XXXXXXXX XXXXXX
XXXXXXXXX, XXXXXXX 00000
C/O TIMBER RESOURCES INTERNATIONAL, INC.
000 XXXXXXXXX XXXXXX, 00xx XXXXX
XXX XXXX, XX 00000
TEL: 000-000-0000
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Sales Coordinator: Dapo Oyebolu Date of order: October 1, 1999
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Method of shipment: Maersk Line Date order shipped: October 20, 1999
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Port of Loading: Port Harcourt, Nigeria Invoice date: January 10, 2000
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Destination: Southern Hardwoods, Inc.
Pensacola, FL
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ITEM NO. QTY DESCRIPTION SHIPPING AMOUNT
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Container No. One See packing list (21.527 cubic meters via Maersk $16,000.00
MAEU2955167 of teak at $608.26 per cubic meter)
Container No. One See packing list (21.988 cubic meters via Maersk $16,000.00
GSTU2655722 of teak at $608.26 per cubic meter)
Container No. One See packing list (20.649 cubic meters via Maersk $16,000.00
TEXU3731163 of teak at $608.26 per cubic meter)
Container No. One See packing list (20.002 cubic meters via Maersk $16,000.00
TRIU3608574 of teak at $608.26 per cubic meter)
Container No. One See packing list (20.549 cubic meters via Maersk $16,000.00
GTSU2682857 of teak at $608.26 per cubic meter)
Container No. One See packing list (19.141 cubic meters via Maersk $16,000.00
GATU0579674 of teak at $608.26 per cubic meter)
Container No. One See packing list (18.127 cubic meters via Maersk $16,000.00
GTSU4215867 of teak at $608.26 per cubic meter)
Container No. One See packing list (20.324 cubic meters via Maersk $16,000.00
PRSU2261044 of teak at $608.26 per cubic meter)
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Total: $128,000.00
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Discount (25%): $32,000.00
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Previous owing: 0
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You pay this amount: $96,000.00
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