Commercial Offer Agreement for Sale of Single Super Phosphate between Mosaic de Argentina S.A. and Cargill S.A.C.I. (May 27, 2008)
Mosaic de Argentina S.A. offers to sell Simple Super Phosphate to Cargill S.A.C.I. under non-exclusive, arm's-length terms. The agreement becomes effective upon Cargill's first purchase order and remains valid until May 31, 2009. There are no minimum or maximum purchase requirements. Either party may terminate the agreement with 30 days' notice and without penalty. Assignment of rights or obligations requires prior written consent. Disputes will be resolved by the District Court of Buenos Aires.
Exhibit 10.ii.kkk.
Buenos Aires, May 27, 2008.
Messers
Cargill S.A.C.I.
Av. Leandro N. Alem 928 Piso 9
City of Buenos Aires
Dear Sirs,
In our capacity as Representatives of MOSAIC DE ARGENTINA S.A., hereinafter referred to as “MOSAIC”, domiciled at Avda. Leandro N. Alem 928, piso 9°, City of Buenos Aires, we hereby make the following Commercial Offer (the “Offer”) to you, hereinafter referred to as “CARGILL”, which offer consists in a Simple Super Phospate
In case you accept the Offer herein, it shall be governed by the terms and conditions stated below, namely:
SECTION ONE. PURPOSE
Pursuant to the Offer herein, in the event you accept it, MOSAIC undertakes to sell Simple Super Phosphate to CARGILL without exclusivity, subject to the condition that the price to be agreed upon and the sales conditions are at arms’ length from both parties
The Offer herein shall be deemed implicitly accepted by you upon the first purchase order made by effective means after receipt of the Offer hereof.
SECTION TWO:TERM
In addition, the Offer herein, if accepted by you, shall be valid and binding as from the date of acceptance thereof, and up until May 31, 2009.
SECTION THIRD. SALES VOLUME.
MOSAIC does not undertake to sell to CARGILL, neither a minimum, nor a maximum volume of Simple Super Phosphate.
SECTION FOUR:TERMINATION
Having been accepted by you, the commercial relation arising hereof may be terminated either by CARGILL or by MOSAIC, at their exclusive discretion, without cause, by serving due notice thereof by effective means, no less than thirty (30) days in advance of the relevant termination date, provided always no obligation to pay or right to receive indemnification shall arise therefrom.
SECTION FIVE: ASSIGNMENT
Neither of the Parties may assign, or transfer under any title, and/or grant license under the rights and/or obligations arising from this Offer, nor under the Offer itself, to any individual or entity, without the prior express consent of the other Party.
SECTION TEN: DOMICILE – CONFLICT RESOLUTION
For all legal purposes, CARGILL hereby sets its domicile at Avda Leandro N. Alem 928, piso 9º, City of Buenos Aires, and MOSAIC at Avda Leandro N. Alem 928, piso 9, City of Buenos Aires. Any controversy that may arise between the Parties in relation to the Offer herein, its existence, validity, qualification, construction, scope or performance that cannot be resolved amicably by the Parties shall be submitted to the final and binding judgment of the District Court of the City of Buenos Aires [Tribunales Ordinarios de la Ciudad Autónoma de Buenos Aires].
By Mosaic de Argentina S.A.:
Name:Sergio Garcia and Enrique Clausen
Title:Agents
