DATED THIS ________ DAY OF ____________________ 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
______day of _____________ 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 1st 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 mushrooms at the beginning of each month to assist in
the log production as per 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 construed 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.
Signed By )
For and On Behalf Of )
EVERBLOOM INTERNATIONALTECHNOLOGY )
PTE LTD )
in the presence of :- )
Signed By )
For and On Behalf Of )
P.T. INTI MEKAR SEJATI )
in the presence of :- )
SCHEDULE A
Selling Prices of Shiitake Mushrooms Between PTIMS and Everbloom
(combined basis)
For Shipment Ex Jakarta (FOB Prices)
Up to 5 tons per month - For Medium/ Large S$4.20 per kg
- For Small/ Baby Small S$3.20 per kg
Up to 10 tons per month - For Medium/ Large S$3.99 per kg
(5% discount) - For Small/ Baby Small S$3.04 per kg
Up to 15 tons per month - For Medium/ Large S$3.78 per kg
(10% discount) - For Small/ Baby Small S$2.88 per kg
More than 15 tons per month - For Medium/ Large S$3.57 per kg
(15% discount) - For Small/ Baby Small S$2.72 per kg
For shipment to Surabaya (CaF Prices)
Up to 5 tons per months - For Medium/ Large S$3.75 per kg
- For Small/ Baby Small S$3.50 per kg
Up to 10 tons per month - For Medium/ Large S$3.56 per kg
(5% discount) - For Small/ Baby Small S$3.32 per kg
Up to 15 tons per month - For Medium/ Large S$3.38 per kg
(10% discount) - For Small/ Baby Small S$3.15 per kg
More than 15 tons per month - For Medium/ Large S$3.18 per kg
(15% discount) - For Small/ Baby Small S$2.98 per kg
Note: In the event that the discounted volume is achieved sometime during the
month then PTIMS will issue credit notes for those invoices previously issued.
