Agreement - American Tissue Corp. and American Tissue de Mexico SA de CV
AGREEMENT entered into by and between, AMERICAN TISSUE CORPORATION,
hereinafter known as THE OWNER; and AMERICAN TISSUE DE MEXICO, S.A.DE C.V.,
hereinafter known as THE CONTRACTOR, and which is formalized in accordance with
the following Antecedents and Clauses:
A N T E C E D E N T S :
I. THE CONTRACTOR is a Mexican mercantile corporation, organized in
accordance with the laws of the Republic of Mexico, with residence in the City
of Mexicali, Baja California, Mexico, and which has as corporate object, amongst
others, the manufacture of facial tissues and napkins.
II. THE OWNER is an American corporation, with residence in Hauppauge,
State of New York, United States of America, and which has as corporate object,
amongst others, the manufacture of facial tissues and napkins.
III. This Agreement proposes to establish the basis upon which THE OWNER
will remit the necessary raw materials to THE CONTRACTOR so that the later, in
its plants located in the City of Mexicali, Baja California, may assemble them
in accordance with the instructions received from THE OWNER.
Pursuant to the above, the parties agree as follows:
C L A U S E S :
FIRST: THE CONTRACTOR agrees to receive from THE OWNER, the raw materials
or components, which previously and in each case have been expressly determined
by the parties, and to process these in accordance with instructions received
from THE OWNER.
SECOND: It is expressly understood that the components and raw materials
that may be remitted by THE OWNER to THE CONTRACTOR, for processing, as well as
the final product, are and will remain, at all times, the sole property of THE
OWNER.
THIRD: The price for the services to be rendered by THE CONTRACTOR to THE
OWNER, will be, for the first year, a five per cent (5%) over the total
operating costs and expenses, excluding the losses in financial exchanges. The
parties may fix new prices by means of simple correspondence between them.
The parties may establish provisional unit prices for work orders and
periodically review invoice amounts, therefore, issuing, in each case, a debit
or credit note to adjust the price of services to the total referred to in the
above paragraph.
FOURTH: THE OWNER will pay THE CONTRACTOR the price of services in
accordance to the estipulations herein stated, or in its event, on each order,
or in the manner the parties may agree from time to time.
FIFTH: It is perfectly understood and established that due to the technical
process
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followed in the industrial operation and to the kind of materials used, losses
for up to ten per cent (10%) are estimated.
SIXTH: THE CONTRACTOR will not use any of the components and raw materials
provided by THE OWNER for any purpose whatsoever, except as directed by THE
OWNER either during or after the term of this Agreement. All raw materials which
THE CONTRACTOR may have in its possession on the termination of this agreement
shall be returned to THE OWNER. Furthermore, all information received from THE
OWNER regarding its sources of components and raw materials, manufacturing
processes and customers, will be held in strict confidence and will not be
disclosed to any person or corporation, either during or after the term of this
Agreement.
SEVENTH: THE OWNER and any of its agents, officials or employees may enter
THE CONTRACTOR's building at any time during the working hours and examine the
merchandise, working process, and the finished product, and through direct
supervision, insure that all the production and quality control rules, provided
by THE OWNER are diligently observed.
EIGHTH: The expenses to be incurred, for the better execution of the work
to be performed under the terms of this Agreement, such as in the training of
CONTRACTOR's personnel within or outside the plant and related travel expenses
thereof, shall be CONTRACTOR!s responsibility.
NINTH: The term of this Agreement is indefinite.
TENTH: All the work orders that THE OWNER accepts from THE CONTRACTOR will
be performed under the terms herein established, unless otherwise agreed.
IN WITNESS WHEREOF, this document is signed in duplicate:
In the City of Mexicali, Baja California, on December 12, 1994.
AMERICAN TISSUE DE MEXICO, S.A.
DE C.V.
/s/ Mehdi Gabayzadeh
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In Hauppauge, State of New York, United States of America, on December 12, 1994.
AMERICAN TISSUE CORPORATION
/s/ Mehdi Gabayzadeh
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