EXHIBIT NO. 6.5
EXCLUSIVE PURCHASING AGREEMENT WITH
TIMBER TRADERS, S.A., INC. DATED JANUARY 4, 2000
EXCLUSIVE PURCHASING AGREEMENT
THIS AGREEMENT made this 4th day of January, 2000, by and
between TIMBER RESOURCES INTERNATIONAL, INC., a Delaware corporation, with its
principal place of business at 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx
Xxxx, 00000, hereinafter referred to as "TMBE," and TIMBER TRADERS S.A. INC., a
company operating under the laws of Guyana, with its principal place of business
at 00 Xxxxxxxx Xxxxxx, Xxxxxxxx & Cross Streets, Georgetown, Guyana, hereinafter
referred to as "TT".
W I T N E S S E T H :
WHEREAS, TMBE is in the business of importing various types of
forest products from various parts of the world;
WHEREAS, TT is in the business of growing, importing and
exporting forest products to various parts of the world;
NOW, THEREFORE, it is agreed by and between the Parties hereto
as follows:
(1) That this contract shall be and remain in full force and
effect for a period of three (3) years from and after the date hereof, and shall
continue in full force and effect thereafter until such time as either of the
Parties hereto shall have given to the other a notice in writing of its
intention to terminate this contract not less than six (6) months prior to the
time fixed in such notice for such termination. In the event of the giving of
such notice this contract and the rights of the Parties hereunder shall
terminate at the time fixed in said notice for such termination.
(2) That during the term of this contract, TMBE and its
subsidiaries will diligently carry on and promote the sale of forest products
that TT is able to procure from Guayan.TMBE shall exclusively purchase from TT
all natural growing forest products that exist in Guyana including but not
limited to greenheart, shibadan, xxxx, andiroba,purpleheart and jatoba lumber.
(3) TMBE further agrees that it will not, at any time, during
the term of this contract, purchase either directly or indirectly through a
subsidiary or through ownership, in whole or in part, of a corporation or
business
by it or by any of its shareholders within the limits of the United States,
those forest products that TT is able to procure from Guyana.
(4) Orders for forest products from TMBE to TT shall be in
writing stating therein the quantity and specifications of the forest products,
the name and address of the Consignee, and the time and place for delivery.
(5) TT agrees to procure and ship the forest products in
accordance with the specifications on the respective orders, and deliver the
same F.O.B. factory or warehouse, or any other destination in the continental
United States.
(6) TT warrants that all timber products shipped on orders of
TMBE will be in accordance with the specifications stated in the respective
orders, and of good quality and workmanship and that service will be in accord
with normal commercial practice. It is agreed that no implied warranty or
warranties shall arise out of or in connection with any purchase orders.
(7) All of such invoices shall be payable on terms noted on
the purchase orders, and TMBE agrees to make prompt payment for the same in
accordance with the terms of the respective invoices.
(8) In the event that either of the Parties hereto shall fail
or refuse to keep or perform any term of this contract on its part to be kept
and performed, and such failure shall remain uncorrected for a period of 30 days
after written notice from the other Party, such failure or refusal shall
constitute a default on the other Party a right, at its option and discretion,
to terminate this contract, and in event of the exercise of such option, the
Party so electing shall give written notice to the Party in default whereupon
this contract shall terminate.
(9) In the event that either of the Parties hereto shall
suffer a significant change in the ownership thereof, or if either Party hereto
shall merge or consolidate with one or more other corporations, or shall become
insolvent, or shall be adjusted bankrupt, or if proceedings are instituted by or
against it for reorganization or other relief under the bankruptcy law, or if it
or any substantial part of its assets shall come into the hands of a receiver or
trustee, or any other officer authorized by law or by a court, this contract
may, at the option of the other Party, be terminated by written notice by that
Party to the other, of such
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termination, such notice to be given 30 days prior to the date fixed therein for
termination.
(10) It is agreed that all covenants of a restrictive nature
set forth in this agreement and all restraints upon either of the parties
imposed thereby shall be limited to the term and any extended term or terms of
this agreement.
(11) Any notice provided for herein may be given to TMBE by
mail addressed to it at 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000, or to TT by mail addressed to it at 00 Xxxxxxxx Xxxxxx, Xxxxxxxx & Cross
Streets, Georgetown, Guyana.
(12) This contract and the rights thereunder shall not be
assigned or transferred by either of the Parties hereto without the written
consent of the other.
(13) Any dispute under this agreement shall be settled by
arbitration in New York City, New York, pursuant to the rules, then obtaining,
of the American Arbitration Association. This agreement shall be governed by the
laws of the State of New York.
(14) Except as otherwise specifically provided herein, this
contract shall be binding upon the Parties hereto and their successors and
assigns.
IN WITNESS WHEREOF, the Parties hereto have caused their names
to be signed the day first above written.
TIMBER RESOURCES INTERNATIONAL, INC.
By: /s/ Xxxx Xxxxx
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Xx. Xxxx Xxxxx
President
TIMBER TRADERS S.A. Inc.
By: /s/ Xxxx Xxxxxxx
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Xx. Xxxx Xxxxxxx
President
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