PRODUCT SUPPLY AGREEMENTSupply Agreement |
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Exhibit 10.ii.i
PRODUCT SUPPLY AGREEMENT
This agreement is entered into by and between Mosaic de Argentina Sociedad Anónima, herein represented by its legal representatives Sergio Garcia and Enrique Clausen, domiciled at Av. L.N.Alem 928 – 9º floor, Capital Federal – Republica Argentina, Mosaic Fertilizantes do Brasil S.A., herein represented according its articles of incorporation, domiciled at Avenida Morumbi, 8234, 3º andar, CNPJ no. 61.156.501/0001-56, IE no. 103.693.373.118, City of Sao Paulo, hereinafter and jointly referred to as “Mosaic”, and Cargill Agropecuaria S.A.C.I., herein represented by Juan Carlos Munoz, acting as Alcides Amadeo Seghetti, domiciled at Ruta Internacional VII, Km 28.5, Minga Guazú, República de Paraguay, hereinafter referred to as “Cargill”. Both parties are hereinafter jointly referred to as the “Parties” and, individually, as the “Party”, and they state as follows:
Whereas:
I- Cargill is a company incorporated in the Republic of Paraguay, whose corporate purpose is agribusiness, as well as the import, sale, and distribution of agricultural inputs, including fertilizers, within the territory of the Republic of Paraguay;
II - Mosaic are two industrial and commercial companies incorporated in the Republic of Argentina and Brazil, whose corporate purpose are the manufacture and processing, import, export, and distribution of fertilizers and the raw materials used in the elaboration thereof; and
III - The Parties are willing to establish a commercial relationship with each other, whereby Mosaic will sell to Cargill fertilizer products.
Now, Therefore , in consideration of the mutual covenants set forth herein, the parties hereby agree as follow:
I. Agreement of purchase and sale
1.1. Mosaic agrees to sell, and Cargill agrees to purchase, fertilizer products always upon mutual agreement between the Parties.
1.2. The Products must be supplied in accordance with applicable and existing legislation.
II. Conditions
2.1. The purchase and sale budget shall be agreed by the Parties, always when necessary, when they will determine all the necessary conditions and terms.
III. Quantity, price and payment terms
3.1. The quantity, price and payment terms for each product sold to Cargill by Mosaic will be agreed upon between the Parties prior the delivery of that lot.
IV. Trademarks and Registration with Health Authorities
4.1. Mosaic represents and warrants that the trademarks of the Products to be sold to Cargill, as well as the “Mosaic” trademark, are the exclusive property of, or have been licensed to, Mosaic who shall set forth the terms and conditions for their use in the Republic of Paraguay. Cargill shall request Mosaic’s express authorization in relation to any proposal involving the use of Mosaic trademarks. Mosaic shall conduct, and bear the costs of, all activities necessary to cause its trademarks and licensed trademarks to remain in full force and effect.
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4.2. Due to the fact that Cargill will sell products bearing trademarks owned by Mosaic, Cargill undertakes to use them exclusively in connection with the purpose hereof, in the manner set forth herein and only for the period of time hereof.
4.3. All promotional material, literature, brochures, or logotypes related to the products herein and/or product identifications made by Cargill shall be previously authorized by Mosaic, and they shall be in full comp






