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Brokerage agreement MMS SUPPLIES - SOV V. DEC 08

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BROKERAGE SERVICES AGREEMENT between MMS SUPPLIES and
SOV Consultores
1. SUBJECT OF CONTRACT
1.1. This Brokerage Services Agreement (the “Contract”) is dated December 25th, 2020
(the “Effective Date”) between:
(1) SOV Consultores registered before the Public Registry of the First Circuit of
the Baruta Municipality of the Miranda State, being noted under No. 7, Volume
27, Protocol 1, dated 08/31/07, and whose last amendment registered on
August 30th, 2010, under No. 30, Volume 31 (hereinafter “SOV” or “The
Broker”); and
(2) MMS SUPPLIES SRL, Company registered in PANAMA, and represented by
CESAR VICENTE, VENEZUELAN citizen, Passport Nº 120625598, with
address in PH MYSTIC POINT, Panama, mail: panama@mmssupplies.com
(hereinafter “The Co-Broker”) (each a “Party” and together the “Parties”).
1.2. The Broker hereby contracts the Co-Broker for brokerage services with respect to
physical biomass, including but not limited to wood chips, wood pellets, logs and
agri-biomass.
If The Broker desires the Co-Broker to provide any other services, the Broker and
the Co-Broker must mutually agree in writing to any such other services.
1.3. The Parties are in business to provide brokerage services; these services include
sourcing counterparties with whom the Client is able to buy or sell biomass and
assisting, as practicable, with the arranging of biomass transactions between the
Client and such counterparties.
1.4. The Co-Broker is not authorized to enter into any agreement on behalf of the
Broker and cannot otherwise bind the Broker without the explicit instruction from
the Broker to do so.
2. BROKERAGE FEE
2.1. The Broker agrees to pay the Co-Broker a brokerage fee (the “Fee”) of USD 1 (one
US Dollars) per metric ton for each and every metric ton brokered under this
Contract.
3. NOTICES
3.1. Details of each and every transaction brokered by the Parties on behalf of the
Client shall be specified in a confirmation letter (the “Confirmation”) to be sent by
email to the Co-Broker by the Broker.
3.2. Contact details of each Party authorized representatives:
Co-Broker’s authorized representative:
Full name: CESAR EDUARDO VICENTE LEON
Title:
Manager
Company: MMS SUPPLIES SRL
Address:
OCEANIA BUSINESS PLAZA, TORRE 1000, PISO 49 OFICINA B2
PANAMA, REPUBLICA DE PANAMA
Mobile:
+507 64504451
Email: panama@mmssupplies.com
Broker’s authorized representatives:
Name:
José Vilar
Title:
Director
Mobile:
+58-424-1230737
email:
josevilar13@sovconsultores.com
4. PAYMENT
4.1. The Fee due for each transaction shall be determined by multiplying the Fee (USD
per metric ton) by the total quantity brokered (metric tons) stated on the BILL OF
LADING approved by seller.
4.2. The payment of the Fee due for each transaction shall be paid within 10 (ten) days
after the Broker receives the payment from its counterparty and once the
respective invoice has been issued by the Co-Broker.
4.3. All payments due between the Parties pursuant to this Contract shall be made by
electronic transfer to the respective Party’s bank account. Bank information for
the purpose of fees payment, should be facilitated by the Co-Broker in the fees bill
produced by him and being also duly presented to the Client.
5. CONFIDENTIALITY
5.1. The contents of these terms and conditions (including any amendments hereto)
and any other information of a proprietary or confidential nature belonging to a
Party (“Confidential Information”) shall remain confidential between the Broker and
the Co-Broker.
5.2. Accordingly, neither Party (a “Recipient”) shall disclose to any third party nor use
for any purpose not contemplated by this agreement or expressly determined by
mutual consent by the Parties, any Confidential Information disclosed to it by the
other Party save to the extent that such disclosure is required by any applicable
law.
5.3. The provisions of this Clause shall not apply to any Confidential Information which
is trivial, is in the public domain or was already in the Recipient’s possession prior
to the date of any such disclosure.
6. LIMITATION OF LIABILITY
6.1. Neither Party shall be liable to the other for any partial performance, delay in
performance or non-performance of its obligations hereunder to the extent that
such partial, delayed or non-performance results from circumstances which are
beyond the reasonable control of such Party having acted as a reasonable and
prudent operator, including without limitation acts or regulations of any
governmental or supranational bodies and the failure of any relevant
correspondent or other agent of a Party, dealer, exchange, clearing house or
regulatory organization.
6.2. In no event shall either Party be liable to the other for any incidental,
consequential, special or punitive damages of any nature arising out of this
Contract.
7. AVOIDANCE OF CONTRACT
7.1. There is a breach of Contract where a Party fails to compliance any of its
obligations under this Contract, including defective, partial or late compliance.
7.2. There is a fundamental breach of Contract where strict compliance with the
obligation which has not been performed is of the essence of this Contract.
7.3. A declaration of avoidance of this Contract is effective only if it is made by notice
to the other Party.
7.4. This Contract may be terminated immediately upon the delivery of a written notice
to either Party. Any termination of this Contract shall not relieve either Party of any
obligation accrued prior to the effectiveness of such termination.
8. FORCE MAJEURE
8.1. In the event that the performance of carrying out of this Contract is prevented or
delayed in whole or in part by war, revolution, riot, strike or fire, flood, typhoon,
peril, vessel troubles or accident of the sea, inability to obtain bunker oil
breakdown of loading facilities restriction of Government, force majeure or any
causes beyond the control of either Party hereto, then the defaulting Party shall
not be liable for any default in the performance of all or any part of this Contract.
8.2. In the event of any force majeure of default as specified herein, the Parties shall
use their best endeavor faithfully to find out the best possible means to minimize
the loss and damage resulting from such circumstances and shall also seek
alternative means to make the objects of this Contract possible.
9. NON-CIRCUMVENTION
9.1. No Party shall in any way whatsoever circumvent or attempt to circumvent the
other Party by entering into any negotiation or dealing with the counterparties,
projects or other third parties for a minimum period of 2 (two) years from the date
of introduction by the other Party.
10. INTEGRATION CLAUSE
10.1.
This Contract sets out the entire agreement between the Party. Neither
Party has entered into this Contract based on any representation, warranty or
commitment of the other Party that is not expressly set out or mentioned in this
Contract. This article shall not exclude any liability for fraudulent
misrepresentation.
10.2.
This Contract may not be varied except by an agreement of the Party in
writing (which may include email).
10.3.
The Parties each hereby warrant that by entering into this Contract, they are
not breaching any existing Contract with any third parties or breaching any laws or
regulations that are applicable to it.
10.4.
The parties also declare that have the capacity and authority to fulfill the
obligations required of it hereunder and nothing prohibits or restricts the right or
ability to carry out the terms hereof.
11. GOVERNING LAW
11.1.
This Contract and any dispute or claim (including non-contractual disputes
or claims) arising out of or in connection with it or its subject matter or formation
shall be governed by and construed in accordance with the law of Venezuela.
11.2.
Each Party irrevocably agrees that the Venezuelan Courts in Caracas shall
have exclusive jurisdiction to settle any dispute or claim (including non-contractual
disputes or claims) arising out of or in connection with this Contract or its subject
matter or formation.
11.3.
The parties may at any time, without prejudice to the proceedings
established in this Clause, to settle any dispute arising out of or in connection with
the present contract in accordance with the ICC Mediation Rules.
12. OTHERS
12.1.
This Contract shall be binding and will benefit the respective successors
and assignees of the Parties, provided that neither Party shall grant or transfer any
of its rights and obligations without the prior written consent of the other Party.
12.2.
If any of the provisions of this Contract is invalid or unenforceable in
accordance with the law of Venezuela, then, to the maximum extent permitted by
law (i) the other provisions of this Agreement shall remain in full force and effect in
such jurisdiction and shall be construed freely to carry out the intentions of the
Parties hereinafter as possible and (ii) the invalidity or unenforceability of any
provision herein in any jurisdiction shall not affect the validity or enforceability of
such provision in any other jurisdiction.
12.3.
The language of the contract and the correspondence, notices, certificates,
shall be English and Spanish
Executed by the duly authorized representative of each Party, effective as of the Effective
Date;
By the Broker:
By the Co-Broker:
Name: José Vilar
Name: CESAR EDUARDO VICENTE
Title:
Title: GENERAL MANAGER
Director
Date: December 2th, 2020
Date: December 2th, 2020
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