EXHIBIT 10.9
TRA.1137-17/N
MASTER AGREEMENT FOR THE SUPPLY
OF PACKAGING AND PACKING MATERIALS
Witnesseth hereby the Master Agreement for the Supply of Packaging and Packing Materials, hereinafter the “Agreement,” entered into by and between:
| • | CAMPOSOL S.A., holder of Tax ID Number (RUC) 20340584237, with principal place of business at Av. El Derby 250, District of Santiago de Surco, Province and Department of Lima, acting by and through its Blueberry Business Unit Manager, Rodrigo Fernando MANZO BAEZA, holder of Alien Registration Card (CE) 001188017, according to the power of attorney registered in Electronic Card 11009728 of the Registry of Companies in and for Lima and El Callao – Lima Office, hereinafter referred to as “CAMPOSOL;” and |
| • | INTEGRITY PACKAGING S.A., holder of Tax ID Number (RUC) 20566030188, with principal place of business at Av. Comercial Lote 13, Urbanización Praderas de Lurín, District of Lurín, Province and Department of Lima, acting by and through its Manager, Bruno Edgardo SARMIENTO BETETA, holder of National Identity Document (DNI) 10867513; and its Director, Piero Martín DYER CORIAT, holder of National Identity Document (DNI) 40685471, according to the powers of attorney registered in Electronic Card 13311270 of the Registry of Companies in and for Lima and El Callao, hereinafter referred to as the “SUPPLIER;” |
CAMPOSOLand theSUPPLIERshall be referred to collectively as the “Parties.”
This Agreement is entered into under the following terms and conditions:
ONE: RECITALS
CAMPOSOLis aprivate-law legal entity whose primary economic activity is agricultural production for export, including crops such as blueberries, asparagus, mangos, table grapes, and peppers, among others, on the estates of its own property.For the performance of its agricultural activities,CAMPOSOLrequires a supply of assorted packaging and packing materials, in different presentations for its products. Accordingly, for the duration of this Agreement, it shall place Purchase Orders with theSUPPLIER, which shall be subject to the provisions established in the clauses hereof.
TheSUPPLIERis a company with experience and capacity required to meet the expectations and requirements ofCAMPOSOL.
TWO: PURPOSE
TheSUPPLIERhereby undertakes to supplyCAMPOSOL, adequately and promptly, with the goods to be requested (hereinafter, the “Product”) byCAMPOSOLvia Purchase Orders, which shall be subject to the clauses of this Agreement (hereinafter, the “Purchase Orders”). SaidPurchase Ordersshall specify theProduct, the quantity and the quality required, the shipping timeline, technical specifications, the price —indicating what said rate includes— and the payment method, place of delivery of theProduct, and any other relevant additional information.
CAMPOSOL, for its part, undertakes to pay the corresponding price in full.
THREE: PRICES
TheSUPPLIERundertakes and guarantees to maintain its prices throughout the duration of this Agreement, and to supply theProductin strict compliance with the technical specifications provided byCAMPOSOLin eachPurchase Order.
TheSUPPLIERrepresents that noneof the inputs intended for the manufacture of packaging materials for a given product were cleared through customs via tariff benefits. Accordingly,CAMPOSOLmay avail itself of the drawback. Exclusively in the case of inputs for the manufacture of clamshells for local use, such inputs may be cleared through customs with tariff benefits.
FOUR: PROCUREMENT AND DELIVERY PROCEDURE
CAMPOSOLshall issuePurchase Ordersand request the manufacture of theProductvia email, making reference to the present executed Agreement in each Purchase Order. TheSUPPLIERshall manufacture theProductbased on the timeline provided byCAMPOSOLand shall maintain a sufficient stock ofProductto supplyCAMPOSOLfor at least two (2) weeks.
TheSUPPLIERis responsible for delivering theProductwith updated artwork, as per the design provided by the Quality and/or Marketing area(s) ofCAMPOSOL.
In the event thatCAMPOSOLhas an unexpected order that must be filled immediately,CAMPOSOLshall place such order via email and theSUPPLIERshall informCAMPOSOLwithin twenty-four (24) hours of having received said email of the time it shall take to fill the order.
TheSUPPLIERis responsible for delivering theProductat the place indicated in the Purchase Order.
TheSUPPLIERandCAMPOSOLundertake to comply with the delivery andpick-up dates, respectively, as agreed to in each Purchase Order.
FIVE: GUARANTEE
TheSUPPLIERguarantees the good quality of theProductsupplied toCAMPOSOL, as per samples and technical specifications approved byCAMPOSOL’s Quality Assurance area. All samples shall be previously signed off by theSUPPLIERandCAMPOSOL in approval of the performance of their obligations, and shall be considered part of the present Agreement.
Page 2
TheSUPPLIERshall comply with the quality of its Product with regard to strength, integrity, and cleanliness, as well as maintaining the image specifications and complying with the shades of color described in the Purchase Order, within the range of permitted colors agreed to by and betweenCAMPOSOLand theSUPPLIER.
TheSUPPLIERshall allow the personnel ofCAMPOSOLto visit its facilities to evaluate its quality system. TheSUPPLIERmay likewise visit the facilities ofCAMPOSOL, following prior coordination between theParties, at theSUPPLIER’s cost.
TheSUPPLIERshall have the organizational structure necessary to guarantee that theProductsmeet the required specifications, promptly resolve any complaints, and guarantee that the established supply deadlines are met.
SIX: PAYMENT CONDITIONS
The agreed payment method shall be established in the Purchase Order to be delivered on each occasion to theSUPPLIER.
SEVEN: OTHER CONSIDERATIONS
CAMPOSOLshall make its best effort to acquire the entirety of theProductrequested in thePurchase Order from theSUPPLIER, in accordance with the prices indicated therein, provided it meets the specifications established byCAMPOSOL.
The final quantity to be acquired shall depend on whether theSUPPLIERcomplies with the quality established for theProductand the performance of the delivery within the permitted limits of tolerance, as per the technical specifications provided byCAMPOSOL’s Quality area. Otherwise,CAMPOSOLshall resort to other suppliers for the supply of theProduct. It is likewise expected that the crop forecasts and market behavior turn out as predicted; to the contrary,CAMPOSOLshall adjust all quantities already requested via the Purchase Order, based on such factors.
TheSUPPLIERshall also deliver the quality protocol or certificate of quality for each production lot supplied, as well as the corresponding affidavits, so thatCAMPOSOLmay take advantage of the drawback benefit, given that the inputs imported by theSUPPLIERmust be cleared through customs with the corresponding tariff payments (e.g., raw materials destined for boxes for the export of finished goods). As established in Article Three, theSUPPLIERshall only deliver certificates of quality and affidavits for the import of raw materials, indicating “no tariff” for the sale of clamshells, which are a domestic product.
EIGHT: TERM OF THE AGREEMENT
This Agreement shall remain in force for twelve (12) months, as of the date of execution.
Page 3
NINE: EVENTS OF DEFAULT AND TERMINATION OF THE AGREEMENT
In those cases in which theSUPPLIERfails to comply or complies only partially, late, or defectively (due to a failure to meet the quality conditions established in thePurchase Order) with the provisions under its responsibility, theSUPPLIERshall take urgent actions to replace the defective or missing lot, shipping theProductwithin four (4) business days after receiving the complaint fromCAMPOSOL.
For its part,CAMPOSOLis entitled to stop making purchases from theSUPPLIER, if theSUPPLIERhas incurred in one or more events of default, or complied only partially, late, or defectively. In such case, theSUPPLIERshall be responsible for paying the difference between the price for its Product and the price paid byCAMPOSOLwhen purchasing theProductfrom other suppliers at a price higher than that agreed to with theSUPPLIER.CAMPOSOLshall be immediately reimbursed by theSUPPLIERfor this differential cost, orCAMPOSOLshall deduct it from future bills.
It is hereby established between thePartiesthat, in the event that theProductsare not delivered on time or do not meet the quality requirements established byCAMPOSOL, theSUPPLIERshall be responsible for the damages and losses caused toCAMPOSOL, such as the assumption of expenses incurred due to failure to ship a container to clients on time, etc.
Without prejudice to the foregoing,CAMPOSOLmay terminate this Agreement, at any time, without cause, and without being obligated to pay any amount as a penalty or indemnity. For such purpose, it shall be sufficient forCAMPOSOLto notify theSUPPLIERof its decision on the effective date of termination. In such case,CAMPOSOLshall only be obligated to pay for theProductdelivered to the satisfaction ofCAMPOSOL.
TEN: PENALTIES
In case of a stock shortage due to a lack ofProductor failure to deliver theProductby the estimated date, theSUPPLIERshall assume all of the cost overruns generated, as well as all amounts thatCAMPOSOLdoes not earn due to said stock shortage.
Without prejudice to the provisions established in the preceding paragraph, if there is a relationship of causality between the default by theSUPPLIERand the real damages suffered byCAMPOSOL, theSUPPLIER shall be subject to the payment of the corresponding indemnity for damages and losses, as per the terms set forth in Section 1321 of the Civil Code, within fifteen (15) days after being notified with the itemized, valorized list of damages.
It is hereby established by thePartiesthat defects in theProductmay be identified before theProductis shipped in the containers destined forCAMPOSOL’s clients, or once theProducthas arrived at its destination. In such cases, theSUPPLIERshall reimburseCAMPOSOLfor the expenses and costs incurred, as well as assuming the payment of the corresponding indemnity for losses and damages.
Page 4
ELEVEN: OBLIGATIONS OF THE SUPPLIER
Forward toCAMPOSOLthe Occupational Disability and Life Insurance (SCRT), as well as the Health and Pension Insurance of the personnel assigned for the assembly of theProductatCAMPOSOL’s facilities, when applicable, so that such personnel can be allowed to enter the facilities designated byCAMPOSOL. In the event that the Insurance Policy is not submitted in time, or has not been taken out, the personnel assigned by theSUPPLIERshall not be allowed to enterCAMPOSOL’s facilities, and all damages thereby caused toCAMPOSOLshall be the full responsibility of theSUPPLIER, without prejudice to the indemnity for damages and losses arising from theSUPPLIER’s failure to comply with its obligations.
Provide personal protective equipment, in good condition, to the assigned personnel who shall enterCAMPOSOL’s facilities, including both personnel for the assembly of theProductand the transporter and loaders hired by theSUPPLIER. In the event that the workers do not have such equipment, or the equipment is in poor condition,CAMPOSOLshall not allow said personnel to enter its facilities. In such case, theSUPPLIERshall be responsible for the damages and losses arising due to its failure to comply with its obligations.
Strictly comply with the provisions established in Law 29783 on Workplace Health and Safety and its Regulations – Executive Order (Decreto Supremo)005-2012-TR, guaranteeing the integrity of the workers under its responsibility. As a user company, it is obligated to ensure the compliance with the laws in force on occupational health and safety matters by its contractors, subcontractors, special service companies, workers’ cooperatives, or freelance workers who carry out works or services at its facilities and properties. To prove said compliance, on the date of execution of the present Agreement, theSUPPLIERshall provideCAMPOSOL’s Occupational Health and Safety area with the documents certifying its compliance with Law 29783 and its Regulations, such as:
| • | Workplace Health and Safety Policy |
| • | Annual Workplace Health and Safety Program |
| • | Internal Workplace Health and Safety Regulations, for companies with twenty (20) or more employees, including occupational health and safety operating standards |
| • | Internal Occupational Health and Safety Standards Manual, for companies with fewer than twenty (20) employees |
| • | Safety Committee Creation Certificate, for companies with twenty (20) or more employees; or résumé of the Workplace Health and Safety Supervisor, for companies with fewer than twenty (20) employees |
| • | Site Health and Safety Plan for the work or service to be performed, including Hazard Identification, Risk Assessment and Control Measures for all work areas of the personnel assigned toCAMPOSOL |
| • | Copies of the policies or records proving that all insurance required by the labor laws in force has been taken out, including the Occupational Disability and Life Insurance (SCRT), as applicable to its activity, in the event that its employees shall perform any high risk activity or work in places considered to represent a high risk |
5
TWELVE: CONFIDENTIALITY
CAMPOSOLand theSUPPLIERundertake to maintain absolute confidentiality with regard to the information, data, and documents to which they have had access as part of the negotiations resulting in this Agreement, and those to which they may have access during the performance hereof, undertaking not to disclose them to third parties for any reason, nor to use them, except with the written authorization of the otherParty.
THIRTEEN: NOTICES AND DOMICILE
Any notice that must be made in accordance with this Agreement shall be sent via messenger, specialized courier, or via any other means requiring the signature or confirmation of the receivingParty. Said notices (in orout-of-court, pertaining to the present Agreement, as amended) must be notified to the domiciles declared by theParties before the National Superintendency of Customs and Tax Administration (SUNAT).
FOURTEEN: APPLICABLE JURISDICTION
In order to settle any dispute or controversy that may arise in relation to the execution and performance of this Agreement, bothPartieswaive their right to the jurisdiction of their respective domiciles, and submit to the jurisdiction and competence of the judges and courts of the city of Lima.
FIFTEEN: SUPPLEMENTAL APPLICATION OF THE LAW
For all matters not provided for by thePartiesin the present Agreement, bothPartiessubmit to the provisions established in the Civil Code and all other laws of the legal system applicable hereto.
In witness whereof, the Parties execute this Agreement in three (3) counterparts in the city of Lima, this 18th day of July, 2016.
CAMPOSOL:
(By) (signed) Rodrigo Fernando Manzo Baeza
Blueberry Business Unit Manager
Camposol S.A.
TheSUPPLIER:
(By) (signed) Piero Martín Dyer Coriat
Director
Integrity Packaging S.A.
(By) (signed) Bruno Edgardo Sarmiento Beteta
Class A Manager
Integrity Packaging S.
LRL/EB-jcj
011137K17
Page 6
