Exhibit 10.II.I
MANUFACTURING AGREEMENT
Agreement made between MOSAIC FERTILIZANTES DO BRASIL S/A , a corporation with facilities at Rodovia Domenico Rangoni, without number, km. 62.5 - Paie7aguera, Cubate3o/SP, enrolled with the Corporate Taxpayer Register under number CNPJ/MF 61.156.501/0021-08, hereinafter referred to as MOSAIC and hereby represented by its legal representatives, and CARGILL NUTRICAO ANIMAL LTDA - PURINA , a corporation duly organized with branch offices at Rodovia Campinas/Paulednia, km. 122, Bairro Betel, Paulednia/SP, enrolled with the Corporate Taxpayer Register under number CNPJ/MF nba 02.391.178/0002-17, hereinafter referred to as PURINA and hereby represented by its legal representatives, the said parties hereto agree as follows: 1. OBJECT
1.1. MOSAIC shall manufacture for and in the name of PURINA , at its facility located in the above mentioned address, the products listed on Attachment 1 hereof, and such list may have items added to or deleted from it, at the Parties discretion; 1.1.1. In addition to industrializing the products, MOSAIC covenants to:
a) sell the necessary raw-materials to manufacture the products according to their respective formulas, with the exception of the premix, pursuant to item 1.3 hereof;
b) send, at PURINA expense and to its order, the finished packaged products to the locations informed by AGRIBANDS . 1.2. MOSAIC attests being duly authorized and with capacity to, pursuant to the laws in force, industrialize the products hereunder; 1.3. PURINA shall supply MOSAIC with the formulation and the premix necessary to manufacture and deliver the products ordered. MOSAIC shall supply the packages and the remaining necessary raw-materials to produce the formulas of the products, strictly complying with the contents of the formula provided by PURINA , and using the ingredients contained in it.
1.4. MOSAIC shall guarantee the monthly production of the products listed in Attachment 1, based on the volume agreed between the Parties;
1.5. The products shall only be produced by MOSAIC upon receiving an order from PURINA , which shall be placed on a weekly basis, showing the product description, quantity to be produced and the location where such finished packaged products shall be shipped to. A weekly schedule shall be sent to MOSAIC with at least five (5) days in advance by e-mail, facsimile, wire or letter;
1.6. PURINA shall bear the freight cost for the shipment of the finished products to it, and MOSAIC shall hire the freight;
2. PRICE, PAYMENT, ADJUSMENTS
2.1. The manufacturing price to be paid by PURINA to MOSAIC shall be set at thirty seven reais (R$ 37.00) per ton plus the price of the raw materials necessary to manufacture the products, that will be agreed at the time the order is placed and including all taxes and packaging.
2.2. In the event PURINA delays a payment, PURINA shall incur a two (2%) per cent penalty on the invoiced value and interests permitted by law;
3. OBLIGATIONS 3.1. MOSAIC undertakes full responsibility for the quality assurance of the formulated, manufactured and packaged products, as long as any problems in the products result from production, raw-materials or package supplied by MOSAIC ;
3.2. It is the obligation of MOSAIC , extended to its assigns, employees and outsourced personnel involved in the performance of this agreement, to keep absolute confidentiality during the term of this agreement and after the termination thereof, in regard to formulas, know-how and information obtained from PURINA , subject to being liable for damages, loss of profits and other suitable claims. MOSAIC covenants to use the formulas, know-how and information received from PURINA only for the businesses hereunder;
3.3. Technical information and other data on the products shall only be made available to the assigns, employees and outsourced personnel designated by MOSAIC, whom are directly engaged in the manufacturing process;
3.4. As MOSAIC has direct access to PURINA information, MOSAIC itself, and its outsourced personnel, assigns and employees covenant to the following:
a) to safeguard and protect the information, using it only to present data to PURINA itself, in strict compliance with legal rules and PURINA guidelines;
b) not using, disclosing or communicating confidential information or any trade secrecy belonging to PURINA, either during the term of this agreement made between the parties hereto or after termination thereof; c) to use the information received from PURINA only for the business purposes hereunder;
d) upon termination of this agreement for any reason whatsoever, MOSAIC undertakes to immediately return to PURINA any and all the formulas, manuals, instructions and guidelines received during the term of this agreement and it is, as of now, restrained from using such formulas, manuals, instructions and guidelines for its own benefit, or to rel ...
*End of Preview*
Click the 'Add to Cart' button to download the complete and formatted agreement.