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Exhibit 99.8
SUPPLY AGREEMENT
THIS SUPPLY AGREEMENT ("Agreement") dated as of October 11, 1999, by
and among The UniMark Group, Inc., a Texas corporation ("UniMark") and Les
Produits Deli-Bon, Inc., a Quebec corporation (the "Deli-Bon").
WITNESSETH:
WHEREAS, UniMark produces those certain raw materials and finished
goods as identified on Exhibit A hereto (collectively, the "Products"); and
WHEREAS, Deli-Bon desires to purchase the Products from UniMark;
WHEREAS, UniMark is willing to sell the Products to Deli-Bon in
accordance with and subject to the terms and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt of which is hereby acknowledged;
IT IS AGREED:
1. AGREEMENT TO SUPPLY; TERMS OF PURCHASE
UniMark hereby agrees to sell to Deli-Bon the respective Products for
such prices as identified on Exhibit A hereto. The purchase price shall be "FOB
McAllen, Texas" and payment shall be due within net 21 days.
2. TERM
The term of this Agreement shall be until December 31, 2000.
3. SEVERABILITY
If any part of this Agreement for any reason be declared invalid, such
declaration shall not affect the validity of the remaining portion, which
remaining portion shall remain in force and effect as if this Agreement had been
executed with the invalid portion thereof eliminated, and it is hereby declared
the intention of the parties hereto that they would exercise the remaining
portion of this Agreement without including therein any such part, parts or
portions that may, for any reason, be hereafter declared invalid.
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4. GOVERNING LAW
This Agreement shall be interpreted and construed in accordance with
and shall be governed by the laws of the State of Texas.
5. TERMINATION
In the event Deli-Bon shall breach or fail to perform any of the terms
or conditions of this Agreement, and provided that such breach or
non-performance is not cured within such thirty (30) days then, UniMark may
terminate this Agreement thirty (30) days after written notice of the nature of
such breach or non-performance is delivered to the defaulting party.
6. DISPUTES BETWEEN PARTIES
All controversies that may arise between the parties hereto including,
but not limited to, those arising out of or related to this Agreement, shall be
determined by binding arbitration applying the laws of the State of Texas. Any
arbitration pursuant to this Agreement must be submitted to the British Columbia
International Commercial Arbitration Centre (the Vancouver Centre for Commercial
Disputes) in Vancouver, Canada for binding arbitration, to the exclusion of
courts of law, in accordance with its arbitration rules. The parties hereto have
required that any arbitration proceeding be conducted in the English language.
Les parties ont requis que tous l'arbitrage soient en langue anglaise. The
arbitration shall be final and binding upon all the parties (so long as the
award was not procured by corruption, fraud nor undue means), and the
arbitrators award shall not be required to include factual findings or legal
reasoning.
7. TITLES NOT LIMITING
Titles to paragraphs of this Agreement are for the purpose of
information and guidance only, are not part of this Agreement, and shall in no
way be deemed to limit the effect of any language to which they relate.
8. INTEGRATION OF AGREEMENT
This Agreement constitutes the entire agreement between the parties and
supersedes all prior negotiations, understandings and agreements, if any,
between the parties. This Agreement may not be amended or modified orally but
may be amended or modified only by written instrument signed by the parties
hereto.
9. SUCCESSION
All rights of the parties under this Agreement shall accrue to the
benefit of their successors and assigns.
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10. CONSENT TO ASSIGNMENT
Deli-Bon must obtain the prior written consent of UniMark before
assigning any of its rights, title or interest under this Agreement. Any
assignment without such prior written consent shall be null and void.
IN WITNESS WHEREOF, this Agreement has been duly executed in duplicate
by a duly authorized officer of the parties hereto.
THE UNIMARK GROUP, INC.,
A Texas corporation
By: /s/ Soren Bjorn
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Soren Bjorn
Chief Executive Officer,
President and Secretary
Address: X.X. Xxx 000
Xxxxxxxxxxx, Xxxxx 00000
Telecopy No.: (000) 000-0000
Attention: Soren Bjorn
DELI-BON:
/s/ Xxxxxxxx Xxxxxx
----------------------------------------
By: Xxxxxxxx Xxxxxx
Title: President
Telecopy No.: (000) 000-0000
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