Exhibit 10.51
MACADAMIA NUT PURCHASE
CONTRACT
Between
Mauna Loa Macadamia Nut
Corporation (Buyer)
And
ML Macadamia Orchards, L.P.
(Seller)
This Agreement is effective July 1, 2003 between
Mauna Loa Macadamia Nut Corporation, hereinafter called Buyer, and
ML Macadamia Orchards, L.P., hereinafter called
Seller.
1. Buyer shall buy from Seller and Seller shall
sell to Buyer all of the crop produced by the Seller’s
Orchard, commonly known as Lot X, consisting of 78.44 tree acres of
mature trees in Keaau, Hawaii County, Hawaii, either in husk or
wet-in-shell delivered by Seller or Seller’s agent, to
Buyer’s plant at Keaau, Hawaii on an FOB basis from July 1,
2003 until December 31, 2006. Seller shall be responsible for the
delivery, at Seller’s expense, of the husked macadamia nuts
to the processing facilities of Buyer located at Keaau. Title to
the nuts and the risk of loss thereof shall pass from Seller to
Buyer at the time trucks or trailers containing the nuts deliver
the nuts into Buyer’s physical possession at Buyer’s
plant at Keaau.
2. The purchase price for each delivery shall be
$0.60 per adjusted gross pound delivered. Gross pounds shall be
adjusted to a 25% moisture equivalent basis and for trash/spoilage
(as defined in paragraph 5) outside a 10% to 13% range (see Exhibit
A).
3. Buyer shall pay for all nuts delivered within
each month, by payments to Seller within 30 days after the end of
that calendar month. Check will be forwarded to Seller as reflected
in paragraph 8 below. In the event that payment is not made within
30 days after the end of the calendar month in which delivery was
made, the unpaid amount shall bear interest at the Bank of Hawaii
prime rate plus 1%.
4. Buyer will draw samples at Keaau plant as
follows. One sample of twenty pounds will be divided into two
samples and dried down to 1.5 % moisture. The first sample will be
the basis for the payment after moisture and quality adjustments
have been made. The second sample will be a back-up sample to be
held for a joint review in the event there is a disagreement over
the first sample. Seller will have the option of requesting a
review within fifteen days after the date of each payment
check.
5. Pursuant to Paragraph 2, trash/spoilage is
defined as the sum of extraneous material and those kernels deemed
unmarketable because of insect damage, mold, bacteria, germination,
hollow centers, rodent damage, and shrivels. Extraneous material
means all foreign materials other than in-shell macadamia nuts,
such as leaves, twigs, rocks, and husks.
6. Neither of the parties hereto shall be liable
or accountable to the other party for any delay in complying or any
failure to comply with any of the terms, provisions or conditions
of this Contract in the event that such failure shall have been
caused by an act of God (fire, floods, drought, etc.), strike,
lockout, public enemy, war, civil commotion, riot, condemnation,
judicial or governmental order or other requirement of law (such as
but not limited to governme
