THIRD ADDENDUM TO THE AGREEMENT FOR THE PURCHASE AND SALE OF WHITE ASPARAGUS AND PIQUILLO PEPPER
Exhibit 10.8
THIRD ADDENDUM TO THE AGREEMENT FOR THE PURCHASE AND SALE OF
WHITE ASPARAGUS AND PIQUILLO PEPPER
Witnesseth hereby the addendum to the Agreement for the Purchase and Sale of White Asparagus and Piquillo Pepper entered into by and between:
VIRÚ S.A. (formerly known as Sociedad Agrícola Virú S.A.), identified by Taxpayer Registration (RUC) No. 20373860736, with principal place of business at Xxxxxxxxxxxx Xxxxx Xx. 000, Xxxxxxxx and Province of Virú, La Libertad Region, acting by and through its attorneys-in-fact, Xxxxxx Xxxxxx Xxxxxx Xxxxxxxx, identified by National Identity Document (DNI) No. 00000000, and Xxxxxxx Xxxxx Xxxx Xxxxx, identified by National Identity Document (DNI) No. 00000000, as per powers-of-attorney registered in Item No. 00000000 of the Registry of Legal Entities of the Public Registry in and for Xxxxxxxx, hereinafter referred to as “BUYER,” as party of the first part; and
CAMPOSOL S.A., identified by Taxpayer Registration (RUC) No. 20340584237, with principal place of business at Xx. Xx Xxxxx Xx. 000, xxxx 0, Xxx. El Derby de Monterrico, District of Xxxxxxxx de Surco, Province and Region of Lima, acting by and through its Unit Manager, Xx. Xxxxxxx Xxxxxxxxx Tamanaja, identified by National Identity Document (DNI) No. 00000000, as per power-of-attorney registered in Electronic Item No. 00000000 of the Registry of Legal Entities of the Lima and Callao Registration Office – Lima Office, hereinafter referred to as “SELLER,” as party of the second part, under the following terms and conditions:
SECTION ONE: RECITALS
| 1.1 | On December 2, 2015, the parties executed a Commercial Agreement, hereinafter referred to as the “Commercial Agreement”. Similarly, on December 17, 2015, the parties entered into the Master Commercial Agreement, hereinafter referred to as the “Agreement,” for the purpose of specifying the agreements reached in the Commercial Agreement in nine (09) annexes. |
| 1.2 | On March 6, 2017, the parties executed an addendum to the Agreement whereby they agreed to amend subsections 2.1.4 and 2.1.11 of Section Two, Section Four, Section Five, Section Eleven and the relevant part of Section Twenty of the Agreement, as well as Annexes 2, 3 and 8 thereto. |
| 1.3 | On May 15, 2017, the parties executed a Second Addendum to the Agreement whereby they agreed to amend subsection 2.1. of Section Two, subsections 3.1.3 and 3.1.10 of Section Three and Section Four of Annex 8 to the Agreement. |
SECTION TWO: SUBJECT-MATTER
The parties, acting on their right, hereby agree to amend Annex 3 to the Agreement.
Amendment to Annex 3
ANNEX 3
AGREEMENT FOR THE PURCHASE AND SALE OF WHITE ASPARAGUS
AND PIQUILLO PEPPER
The parties agree to amend Section Four of Annex 3 to THE AGREEMENT by adding the following wording:
SECTION FOUR: PIQUILLO PEPPER
2018 Season:
| 1. | For the 2018 season, 177.7 hectares shall be planted under the pivot sprinkler irrigation system. |
| 2. | The total estimated production shall be 5,332 MT of raw material. Deliveries shall be made from week 31 through 43, according to the projected production schedule attached hereto. The production schedule shall be updated according to weather conditions, week after week. |
| 3. | The discard allowance shall be 8% in all deliveries, based on the Technical Specification worked out by both parties. |
| 4. | For the beginning of the 2018 season and to cover the crop’s operating expenses, BUYER shall make SELLER an advance payment of USD 250,000.00 (Two Hundred and Fifty Thousand United States dollars), which shall serve to support the deliveries of raw material during the entire season. This amount shall be discounted with the deliveries of raw material on a fractional basis according to the volume delivered during the week. This advance payment must be made prior to the beginning of the harvest. |
SECTION THREE: ALL OTHER TERMS UNCHANGED
Except for the amendment set forth in the foregoing section, the remaining terms and conditions agreed upon in the purchase and sale agreement shall remain in full force and effect until expiry.
IN WITNESS WHEREOF, the parties hereto have executed this addendum in two counterparts as a sign of acceptance as to form and substance, in Lima, on March 19, 2018.
SELLER
VIRÚ S.A.
BUYER
/s/ Xxxxx Xxxx Xxxxx
By:
Name: Xxxxx Xxxx Xxxxx, Engineer
Title: Plant Manager
BUYER
/s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxxxx
By:
Name: Xxxxxx Xxxxxx Xxxxxx Xxxxxxxx
Identity Document: DNI 00000000
(Round seal: VIRÚ S.A. – Approved – Legal Department [initials])
