OLIVE OIL MILLING SERVICES AGREEMENT

Transcription

1 OLIVE OIL MILLING SERVICES AGREEMENT This Olive Oil Milling Services Agreement (this Agreement ) is made and entered into as of, 201, by and between Texas Mobile Mill LLC, a Texas limited liability company ( TxMM ) and ( Customer, collectively, TXMM and Customer are sometimes herein referred to as the Parties). RECITALS A. TxMM is engaged in the business of milling olives to extract olive oil; B. Customer desires to contract with TxMM for olive oil milling services; and C. TxMM agrees to provide olive oil milling services to Customer upon the terms and conditions set forth herein. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. Definition. TxMM shall use its labor and equipment to mill Customer s olives (the Olives ) and extract the oil therefrom (the Services ). The Services shall be performed after the Customer delivers the olives to the on-site location of the mobile milling unit (the Mill ) and TxMM inspects the Olives to ensure quality. At the time of delivery of the Olives, Customer shall also deliver to the TxMM food-grade containers for the storage of Customers oil. 2. Delivery, Mechanics and Procedures. Olives shall be delivered to the Mill by Customer. Olives shall be weighed and recorded on the Customer Receiving Production Yield Log. TxMM makes no representation and gives no guaranty as to the number of gallons of oil to be obtained from the Olives. Customer s olive oil will be released upon payment. 3. Price. Customer agrees to pay TxMM for Services pursuant to the fee schedule outlined on the Schedule of Fees, attached hereto, and accepts and agrees to the service fees associated with the Services by execution of this Agreement. 4. Payment. Payment is due in full prior to Customer taking possession of oil. Payment may be made by cash, check, or credit card in accordance with the agreed charges per the Schedule of Fees. 5. Right to Refuse. Notwithstanding any other provision of this Agreement to the contrary, TxMM shall have the right to refuse to process any Olives whose condition it deems, in its sole discretion, to be unsatisfactory. If TxMM makes this determination, it shall promptly notify Customer that the Olives will not be processed. It is the responsibility of the Customer to pay for

2 the time TxMM has spent to determine condition of the Olives for milling, including transportation costs of the Mill. Acceptance of Olives for milling is in no manner a quality evaluation or guarantee by TxMM. 6. Storage. Customer is responsible for all storage of Olives and olive oil products. 7. Risk of Loss. TxMM and Customer agree that at all times the Customer shall bear the risk of loss to the Olives or to any oil that is extracted, which is not the result of any gross negligence on the part of the TxMM. This shall also apply to the unexpected mechanical or electrical failures of the Mill. 8. Performance and Services. TxMM hereby represents and warrants to the Customer that it shall perform the Services in a workmanlike manner, in compliance with normal industry standards for such Services. 9. Force Majeure. Neither TxMM or Customer shall be deemed in default of this Agreement to the extent that any delay or failure in the performance of its obligation results from an event arising beyond the reasonable control of such party or its contractors, subcontractors or agents that delays or prevents the performance of any obligation under this Agreement such as, without limitation, acts of God, labor disputes, strikes, vandalism, fires, floods, earthquakes, or acts of terrorism. 10. Governing Law, Consent to Jurisdiction, Venue. This Agreement is made and entered into in Texas and shall be governed by and construed in accordance with Texas Law. Each party hereby expressly consents to the jurisdiction and venue of Madison County, Texas for the purposes of any legal or equitable action or proceeding arising out of this Agreement. 11. Waiver and Modification. No failure or omission by either Party to insist upon or enforce any of the terms hereof shall be deemed a waiver of such terms unless the same shall be in writing and signed by the waiving Party. Waiver of a term or default at any time shall not be deemed a waiver of any other term or default, or of the same term or default at another time. Any changes in this Agreement that may be reasonably required to carry out the understanding and interaction of the Parties shall be promptly embodied in a supplement or amendment to this Agreement to be signed by both Parties. No change shall be valid unless it is in writing and is signed by the Parties. 12. Use of Name. Use of the TxMM name requires the express, written consent of Christine McCabe, Cathy Bernell or Charles McGuire or their designated representative. 13. Limitation of Liability. The Parties agree that TxMM liability to Customer arising out of negligent acts, errors, or omissions of TxMM, is limited to fees received by TxMM pursuant to

3 this Agreement and to the fair market value of the oil that was extracted or could have been extracted based on a reasonable yield assumption. 14. Headings. The headings appearing at the beginning of the paragraphs contained herein have been inserted for identification and reference purposes and shall not themselves determine construction or interpretation of this Agreement. 15. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute the same instrument. 16. Arbitration. If there is a dispute between the Parties, they must attempt in good faith to resolve it to their mutual satisfaction. If they cannot resolve it between themselves, they will select a mutually acceptable mediator to help resolve the dispute. But no party may be forced to engage in mediation. If the parties cannot resolve the dispute with a mediator s help, or any party refuses to engage in mediation, the dispute will be submitted to binding arbitration. The arbitrator will be selected as provided by the rules of the American Arbitration Association. 17. Confidentiality. The Parties agree that they will keep the terms of this Agreement, including all documents and correspondence, completely confidential, and that they will not hereafter voluntarily disclose any information concerning this Agreement to anyone other than their respective accounts, tax advisors, attorneys or as required by law. 18. Severability. If any part or provision in this Agreement is held by a court to be invalid, void, or unenforceable, it does not cancel the remaining provisions, and will continue in full force without invalidating the entire Agreement. 19. Integration. This Agreement is the full and final Agreement of the Parties. It constitutes the formalization of their current relationship, without change. Any alleged terms not part of this Agreement is hereby abandoned and are not to be considered part of this Agreement. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

4 SIGNATURE PAGE Customer Texas Mobile Mill LLC By: Name: Title: Date: By: Name: Christine McCabe Title: Operations Manager / Member Date:

5 Schedule of Fees Olive Processing Services & Fees Texas Mobile Mill provides on-site *Trailer mounted olive processing equipment *Power Station *Inspection of fruit *Expert milling labor *Same day service and delivery of oil Customer must provide *Adequate level site or pad for load-in, set up and exit *Fruit picked and delivered to on-site mill *Food-grade containers for storage of Customer oil *Current laboratory tested potable water source with connection Olive Milling and Ancillary Services Flushing of each olive oil container with inert gas (Nitrogen) Milling Service per ton (2000 lbs Net Weight) of fresh fruit > 100 tons: $ > 100 tons: $ > 50 tons: $390 1 > 10 tons: $440 Cost of milling <1-ton shall not be greater than $440 $5.00 each Organic set-up $ $0.35 per pound Independent laboratory testing for FFA and PV delivered within 2 business days (include cost of testing $ and shipment fees) Transportation & Travel Fees portal to portal plus per diem $1.75 per mile per vehicle