Cacao Bean Business Document

Cacao Bean Business Agreement

This Cacao Bean Business Agreement ("Agreement") is made as of between the parties identified below.

Recitals

WHEREAS, Supplier cultivates, processes and sells cacao beans and related products, and possesses the facilities and expertise necessary to supply cacao beans meeting the specifications set forth in this Agreement; and

WHEREAS, Buyer purchases cacao beans for commercial resale or processing and desires to purchase from Supplier under the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth the terms governing purchase, delivery, inspection, payment and confidentiality in relation to the cacao beans subject to this Agreement.

Scope of Work

Supplier shall sell and Buyer shall purchase cacao beans in accordance with the specifications, quantities and delivery schedule described below. Supplier will process, pack and deliver beans that conform to the agreed quality standards and sampling procedures set forth herein.

Quantity (total):   Unit/Grade:

Quality, Inspection and Acceptance

Supplier warrants that all cacao beans delivered under this Agreement shall meet the mutually agreed specifications, be free from harmful contaminants, and be fit for human food processing. Buyer shall inspect shipments within a commercially reasonable time following delivery. If Buyer reasonably rejects a shipment for nonconformity, Buyer shall notify Supplier in writing specifying the nonconformity and supporting evidence. Supplier shall, at Supplier's option, promptly replace nonconforming goods or issue a credit for the portion of the nonconforming shipment.

Payment Terms

Contract Price:

Payment Schedule: Buyer shall pay a deposit equal to of the Contract Price within days of invoice. The remaining balance shall be due within days of delivery unless otherwise agreed in writing.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of (i) or (ii) the maximum rate permitted by applicable law. Buyer shall be responsible for reasonable collection costs for overdue amounts.

Term and Termination

Term: This Agreement commences on and continues until unless earlier terminated in accordance with this Agreement.

Termination for Cause: Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after written notice specifying the breach. Either party may terminate without cause upon days' prior written notice.

Confidentiality

Each party shall hold in confidence and not disclose to any third party any Confidential Information disclosed by the other party except as required by law. Confidential Information includes commercial terms, pricing, crop yields, sourcing locations, and processing methods. This obligation shall remain in effect for from the date of disclosure.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts of that jurisdiction for disputes arising under this Agreement.

Miscellaneous

Entire Agreement: This Agreement, together with any written attachments or purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior oral or written agreements. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except to an affiliate or successor in interest in connection with a merger or sale of substantially all assets.

Force Majeure: Neither party shall be liable for delay or failure to perform caused by events beyond its reasonable control, including but not limited to acts of God, pandemics, war, strikes, government action, or severe weather affecting crop production or transport. The affected party shall give prompt written notice and use commercially reasonable efforts to mitigate the effect of the force majeure.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice in accordance with this section. Notices shall be deemed given on receipt.

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