You are here: Agreements > Supply Agreement > Strategic Alliance Supply Agreement

SITE SEARCH
AGREEMENTS / CONTRACTS
(optional)
(optional)
Try our advanced search >>
CLAUSES Search Contract Clauses >>
Browse Contract Clause Library>>

Strategic Alliance Supply Agreement

Supply Agreement

Legal Documents
You are currently viewing:

 This Supply Agreement involves

VISTA INTERNATIONAL TECHNOLOGIES INC | Liberty Tire Recycling, LLC

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
 

Title: Strategic Alliance Supply Agreement
Governing Law: Delaware     Date: 4/15/2010
Industry: Personal and Household Prods.     Sector: Consumer/Non-Cyclical

join now
50 of the Top 250 law firms use our Products every day


 

Strategic Alliance & Supply Agreement

 

This Agreement is made this 29th day of December 2009, by and between Vista International Technologies, Inc. (“VITI”), a Delaware corporation with is principal offices located at 88 Inverness Circle East, Suite N-103, Englewood, CO  80112 (together with any assignees pursuant to Article 14 below, collectively hereinafter referred to as “VITI”) and Liberty Tire Recycling, LLC, a Limited Liability Company registered in the State of Texas with its principal offices located at 4413 Carey Street, Ft. Worth, TX  76119 (hereinafter “LTR”), or collectively the Parties.

 

WITNESSETH:

 

WHEREAS , VITI operates a permitted waste tire processing and storage facility in the State of Texas located at 1323 Fulghum Road, Hutchins, TX  75141 within Dallas County (the “Facility”); and

 

WHEREAS , LTR operates a waste tire and recycling business throughout the greater Dallas/Fort Worth marketplace and desires to supply its waste tires to VITI for shredding and reuse/or disposal; and

 

WHEREAS , VITI contemplates leasing or selling the Facility at a future date yet to be determined; and

 

WHEREAS , LTR is interested in leasing or purchasing the Facility at a future date yet to be determined; and

 

 WHEREAS , the Parties desire to set forth their respective interests and responsibilities for developing a Strategic Alliance for the supply and processing of waste tires and the contemplated future sale or leasing of the Facility based on meeting the requirements set forth in this Agreement;

 

NOW THEREFORE , in consideration of the mutual agreements herein contained, and other good and valuable consideration, the sufficiency and receipt of which is acknowledged, the Parties agree:

 

ARTICLE ONE

 

LTR agrees to supply VITI with waste tires, to include both passenger / light truck tires and semi-truck tires, for shredding and reuse or disposal of the shredded material under the terms and conditions as set forth below, including, without limitation, the terms set forth on Appendix “A” attached hereto and by this reference made a part hereof, and VITI agrees to accept such waste tires in furtherance of its business operations.

 

 

Confidential and Proprietary

Page 1 of 8

December 2009

 

 

 


 

Strategic Alliance & Supply Agreement

 

ARTICLE TWO

 

LTR agrees to:

 

 

1.

Supply passenger / light truck tires and semi-truck waste tires to the Facility using its own tools, equipment, transportation and personnel.  LTR’s personnel shall deliver such waste tires in enclosed trailers to the Facility and deposit the trailers in locations designated by VITI on-site personnel.

 

 

2.

Supply passenger / light truck tires and semi-truck waste tires to the Facility on a daily basis Monday through Friday with a   monthly  quantity and type as set forth in Appendix “A”, attached hereto and by this reference made a part hereof.

 

 

3.

Use best efforts to collect empty trailers on a timely basis from the VITI waste tire processing and storage facility on a daily basis Monday through Friday as notified by VITI on-site personnel (and in no event more than 5 days after notification from VITI) once the waste tires have been removed from said trailers for processing.

 

 

4.

Make timely payments to VITI either in cash, via wire transfer or by check, within the pricing and terms set forth in Appendix “A”.

 

ARTICLE THREE

 

VITI agrees to:

 

 

1.

Operate a permitted waste tire processing and storage facility approved by the State of Texas and comply with all local and State regulations for the shredding and reuse or disposal of the processed materials.

 

 

2.

Provide all site personnel for unloading of trailers, site personnel for shredding operations, facility space, shredding equipment and manifest processing for the waste tires brought to the Facility.  Use best efforts to unload and have trailers ready for pick up by LTR within 24 hours of drop off.  White copies of manifests will be returned as required, if necessary.  Trailers will be inspected for damage upon arrival and VITI will take responsibility only for damage done by VITI employees.

 

 

3.

Accept all waste tires delivered to the Facility in accordance with Appendix “A”.  It is agreed that all waste tires brought to the Facility will be shredded or stored and then shredded.   VITI specifically agrees that no tires brought by LTR to the Facility pursuant to this Agreement shall be used as re-sales to the used tire market.

 

Provide LTR with a “first right of refusal” to purchase the Facility at a future date to be agreed upon by the Parties as further defined in Article Five below.

 

 

Confidential and Proprietary

Page 2 of 8

December 2009

 

 

 


 

Strategic Alliance & Supply Agreement

 

ARTICLE FOUR

 

This Agreement shall commence as of the date first written above and shall have a term of two (2) years but with a one-time volume and price re-opener after April 1, 2009 and no later than April 30, 2009.  It is agreed that both parties will negotiate volumes and pricing for the remaining term of this Agreement.  If during these good faith negotiations, the parties cannot come to mutual agreement of new volumes and pricing for the remaining term, then the Agreement will automatically terminate on April 30, 2010. The parties may by mutual agreement renew this Agreement within sixty (60) days prior to the end of the initial two year term or any subsequent renewal term for a period of one (1) year each, provided that the total number of such one (1) year renewal terms shall not exceed two (2).

 

ARTICLE FIVE

 

Subject to the right of VITI to comply with all federal, state and local laws and ordinances in effect at the time in question, VITI grants to LTR a first right of refusal to purchase or lease the Facility.  The price for such sale or lease of the Facility shall be based on a mutually agreed upon price at the time the sale or lease, as applicable, is contemplated or if VITI receives a bona fide offer from a qualified third party. LTR shall have thirty (30) days from receipt of a bona fide offer from a qualified third party to exercise its first right of refusal. If such right of first refusal is exercised by LTR as the result of receipt by VITI of a bona fide offer from a third party, then LTR shall be required to match such third party offer, except that, upon mutual agreement of the parties, the date and time for the closing shall be extended by thirty (30) days. The first right of refusal shall only remain in full force and effect if and to the extent LTR is meeting its volume commitments and timely payments as defined in Appendix “A”, as well as LTR not having been in default at any time in the twelve (12) months immediately preceding the exercise by LTR of such right. Notwithstanding the foregoing, nothing in this Article 5 or this Agreement shall obligate VITI either to sell or lease the Facility to LTR or any other party.

 

ARTICLE SIX

 

All notices under this Agreement shall be in writing and be delivered, first class postage pre-paid,

 

If to LTR:

Liberty Tire Recycling, LLC

4413 Carey Street

Ft. Worth, TX  76119

Attn: Gary Humphreys, Vice President

 

 

If to VITI:

Vista International Technologies, Inc.

88 Inverness Circle East, Suite N-103

Englewood, CO  80112

Attn: Thomas Pfisterer, Interim CEO

 

 

Confidential and Proprietary

Page  3 of 8

December 2009

 

 

 


 

Strategic Alliance & Supply Agreement

 

ARTICLE SEVEN

 

Each party will perform under this Agreement as an independent contractor and as such shall have and maintain exclusive control and direction over all of its employees, agents and contractors and assumes full and exclusive responsibility for payment of all compensation, benefits, insurance and other applicable premiums, contributions, payroll taxes and other taxes now or hereafter imposed by any law or regulation as to its employees, agents and contractors.

 

ARTICLE EIGHT

 

LTR shall defend, indemnify and


continue to document