Exhibit 10 (xiii)
SUPPLY AGREEMENT No. 1
MARCH 31, 2001
This Agreement is made on the date as set out below
BETWEEN
*, a company duly organized and existing under the laws of Sweden, having its
head offices at * (referred hereinafter * ) and its subsidiary *.
AND
Bontex Inc. and Bontex S.A., ( referred hereinafter Bontex)
WHEREAS, * desires to sell and Bontex desires to purchase, on the terms and
conditions hereinafter set forth, certain qualities of pulp to be manufactured
by * at its pulp manufacturing facility in *.
Now, therefore, the parties hereby agree as follows :
1. Definitions
- " Delivery point U.S. " shall mean the facility at Bontex
Inc. 0, Xxxxxx Xxxxx, Xxxxx Xxxxx 00000, Xxxxxxxx,
X.X.X.
- " Delivery point Belgium " shall mean the facility at
Bontex X.X. Xxx Slar X-0000 Xxxxxxxx, Xxxxxxx.
- " Product or Products " shall mean Flashdried NBSK
Pulp.
- " USD " shall mean the lawful currency of the United
States of America.
- " ADMT " shall mean one thousand (1.000) kilograms
of air-dry pulp.
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* Confidential Treatment Requested. The redacted material has been separately
filed with the Commission.
2. SUPPLY AND DELIVERY OF PRODUCTS
2.1 During the term of this Agreement * agrees to sell to Bontex and
Bontex agrees to purchase from * 8,000 (eight thousand) ADMT of
the Products annually.
2.2 Delivery terms: see Appendix no. 1.
3. PRICES AND PAYMENT
3.1 From January 1st to June 30th, 2001 the price is US $* per ADMT.
From July 1st 2001, for a period of 5 years, the price is US$ *
per ADMT. This figure is subject to revision according to
FOEX/PIX index. If the NBSK index is more than US$ * above or
below the agreed price, then shall the price be adjusted with *
percent of the increase or the decrease. Any adjustment to the
agreed base price because of index change will be made on the
basis of the actual index rate on the day of invoicing.
3.2 Payment terms : see Appendix no 1.
4. FORECAST AND ORDERS
4.1 Bontex will provide before the 15th of each month the quantities
to be delivered the following month.
5. PENALTY
5.1 If * fails to deliver the Product on the acknowledged delivery
date and such failure is not caused by Bontex or by any force
majeure event, * will purchase on open market equivalent pulp
and supply Bontex at Supply Contract price.
6. QUALITY OF PRODUCT
6.1 * shall supply the Products to Bontex in accordance with the
specifications in the Appendix 2 (technical data sheet quality
403).
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* Confidential Treatment Requested. The redacted material has been separately
filed with the Commission.
7. WARRANTY
7.1 Bontex warrants that it can lawfully enter into this Agreement
and that it has complied and will continue to comply with all
legal prerequisites and formalities or governmental laws or
regulations, which are necessary for Bontex' performance of
its obligations under this Agreement.
7.2 * warrants that it can lawfully enter into this Agreement and
that is has complied and will continue to comply with all legal
prerequisites and formalities or governmental laws or
regulations, which are necessary for * performance of its
obligations under this Agreement.
8. CONFIDENTIALITY
8.1 Each party shall retain all confidential information furnished
by the disclosing party to the receiving party hereunder as
strictly confidential, and shall refrain from disclosing the
same to any third party, except for the information which :
(i) is or falls within the public domain through no fault
of the receiving party or its affiliate ; or
(ii) is or has been known to the receiving party in good
faith as evidenced by its written records or other
competent proof before receipt of the said
information from a disclosing party ; or
(iii) is disclosed to the receiving party in good faith by
a third party who has the right to make such
disclosure.
8.2 Notwithstanding the above, a receiving party may disclose such
information:
a) to its employees who should have access to the
information to safeguard that the receiving party
pursuits according to this Agreement.
b) as required by law; or
c) to the extent such disclosure is necessary to achieve
the purposes of this Agreement.
9. TERM, TERMINATION
9.1 This Agreement enters into force on January 1, 2001 and it shall
remain in force for a period of five ( 5) years and six ( 6)
months.
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* Confidential Treatment Requested. The redacted material has been separately
filed with the Commission.
9.2 Notwithstanding the above, this Agreement may be terminated at
any time by either party sending a written notice to the other
in the event of a material breach of any conditions of this
Agreement by the other party continuing for a period of six
(6) months after notice by the non-defaulting party specifying
the default complained of, and failure of the defaulting party
to remedy such default within the above six (6) months period.
10. FORCE MAJEURE
10.1 A force majeure event shall mean any event or condition, not
existing as of the date hereof, not reasonably foreseeable as
of such date and not reasonably within the control of either
party, which prevents in whole or in material part the
performance of one of the parties of its obligations
hereunder. Without limiting the foregoing, the following shall
constitute force majeure events: Acts of state or governmental
action, epidemics, riots, war, strikes, lock outs, suspension,
termination, or interruption of utilities, fire, flood,
hurricane, earthquake, and explosion.
10.2 The party wishing to claim relief by reason of force majeure
event shall notify the other party in writing without delay.
11. ENTIRE AGREEMENT
11.1 This Agreement sets out the entire understanding between the
parties with regard to the subject matter hereof, and
supersedes and replaces all previous understandings and
agreements between the parties, whether oral or written, in
connection with the subject matter hereof.
11.2 Any amendments or supplements to this Agreement shall only be
valid if made in writing and duly executed by both parties
hereto.
12. NOTICES
12.1 Any notice to the other party in connection with this Agreement
shall be delivered in person or sent by registered letter or
telefax.
13. GENERAL CONDITIONS AND GOVERNING LAW
13.1. To the extent not otherwise agreed the GENERAL TRADE RULES
FOR WOODPULPS, 1975, shall apply for this Agreement.
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* Confidential Treatment Requested. The redacted material has been separately
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13.2 This Agreement and the legal relations between the parties
should be governed by the laws of UK and in case of a dispute
this should be settled under the Rules of Conciliation an
Arbitration of the International Chamber of Commerce in
London.
IN WITNESS WHEREOF, this Agreement has been duly executed in two identical
copies, one for each party.
* BONTEX S.A. BONTEX Inc.
______/s/________ ________/s/________ ______/s/_________
Date 5/9/01 Date 5/9/01 Date 5/10/01
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* Confidential Treatment Requested. The redacted material has been separately
filed with the Commission.
APPENDIX NO 1.
DELIVERY TERMS: DDU Stembert Mill and DDU Buena Vista respectively.
PAYMENT TERMS: Cash within 10 days from invoice date less 1,5 % discount for
deliveries to Stembert mill and 60 days net for deliveries to Buena Vista mill.
According to INCOTERMS 1990.
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* Confidential Treatment Requested. The redacted material has been separately
filed with the Commission.
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TYPICAL CHARACTERISTICS
*
BLEACHED KRAFT SOFTWOOD PULP
(BLEACHED WITHOUT GASEOUOUS CHLORINE)
PULP FROM THE * MILL
Date: 98-12-07 Issued by: *, *
PROCESS INFORMATION:
Spruce and pine around 50% of each are used as wood supply, 70% arrives as logs,
the rest is waste chips from sawmills. The chips are continuously digested in a
Kamyr digester. After cleaning and washing follows an oxygen delignification
stage.
The final bleaching use the sequence D Eop DED, Chlorine dioxide, sodium
hydroxide, oxygen and hydrogen peroxide are chemicals used.
All pulp is flash dried.
PULP CHARACTERISTICS:
Brightness % ISO 90 SCAN-CM 11:95
Intrinsic Viscosity dm3/kg 900 SCAN-C 15:88
Ashes % 0.1 SCAN-C 6:62
Extractives (Acetone) % 0.05 SCAN-CM 93
Standards SCAN/ISO Testing climate 50% RH 23 "C
Beating rev PFI 2 200 3100 4300 5200 6800
Drainage Resistance (Degree)SR 20 25 30 35 45
Tensile index Nm/g 81 90 97 101 103
Breaking length m 8300 9200 9900 10300 10500
Burst index kPa m2/g 6.2 7.1 7.6 7.9 8.2
Tear index mN m2/g 15.5 13.5 12.4 11.7 11.2
Folding endurance 101og 3.17 3.2 3.28 3.30 3.33
Light Scattering Coeff. m2/kg 20.8 19.3 18.6 18.1 17.6
Opacity % 63.0 50.8 59.3 58.6 57.9
Density kg/m3 705 730 745 755 765
Air permeability, Xxxxxx xx/kPa 6 49.0 21.8 14.0 8.9 2.5
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* Address Telephone Telefax
*
* * * *
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* Confidential Treatment Requested. The redacted material has been separately
filed with the Commission.
*
TYPICAL CHARACTERISTICS
*
BLEACHED KRAFT SOFTWOOD PULP
(BLEACHED WITHOUT CHLORINE COMPONENTS)
PULP FROM THE * MILL
Date: 98-12-07 Issued by: *, *
PROCESS INFORMATION:
Spruce and pine around 50% of each are used as wood supply, 70% arrives as logs,
the rest is waste chips from sawmills. The chips are continuously digested in a
Kamyr digester. After cleaning and washing follows an oxygen delignification
stage.
The final bleaching is totally chlorine free. Peracetic acid, complexing agents,
hydrogen peroxide and sodium hydroxide are chemicals used.
All pulp is flash dried.
PULP CHARACTERISTICS:
Brightness % ISO 88 SCAN-CM 11:95
Intrinsic Viscosity dm3/kg 750 SCAN-C 15:88
Ash % 0.1 SCAN-C 6:62
Extractives (Acetone) % 0.05 SCAN-CM 93
Standards SCAN/ISO Testing climate 50% RH 23 (Degree)C
Beating rev PFI 2 000 3200 4100 4600 5900
Drainage Resistance (degree)SR 20 25 30 35 45
Tensile index Nm/g 79.5 89 93.5 96.5 100
Breaking length m 8100 9100 9500 9800 10200
Burst index kPa m2/g 6 6.8 7.3 7.6 8
Tear index mN m2/g 15.2 12.5 11.5 11.0 10.5
Folding endurance 101og 3.15 3.2 3.25 3.27 3.31
Light Scattering Coeff. m2/kg 20.8 19.0 18.5 17.5 16.8
Opacity % 63.0 61.6 60.0 59.0 57.5
Density kg/m3 700 730 745 755 765
Air permeability, Xxxxxx xx/kPa 6 51.2 29.1 19.5 13.1 4.1
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* Address Telephone Telefax
*
* * * *
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* Confidential Treatment Requested. The redacted material has been separately
filed with the Commission.
