Exhibit 4.47


 


COMMERCIAL RELATIONSHIP Contract ENTERED INTO
BY IMPULSORA DE MERCADOS DE MÉXICO, S.A. DE C.V., REPRESENTED BY MR. GERARDO GUERRERO GUAJARDO, HEREINAFTER REFERRED TO AS “THE
CLIENT”, AND GESOPER, S. DE R.L. DE C.V., REPRESENTED BY MR. NORMAN FRANCIS WRAY FRANCO, HEREINAFTER REFERRED TO
AS “THE SUPPLIER”, TO WHICH Contract THE PARTIES AGREE TO BE BOUND BY THE FOLLOWING DECLARATIONS AND CLAUSES:


 


DECLARATIONS


 


		I.	“THE CLIENT” declares through its Representative the following:



 


		1.	It is a company legally incorporated under the laws of the United Mexican States and is duly registered
in the Public Registry of Commerce of the City of Monterrey, N.L., and is domiciled at Edison 1235 Nte. Col. Talleres in Monterrey, N.L.



 


		2.	Its representative has sufficient powers and faculties for the execution of this Contract, as evidenced
by the Public Deed attached hereto, which have not been revoked, modified or limited in any way.



 


		3.	In order to carry out its commercial activities, it requires different products and services related to
such commercialization, for which reason it is in its interest to acquire “THE PRODUCTS” according to the terms of this Contract
and its annex, which signed by the parties is an integral part of this Contract.



 


		II.	“THE SUPPLIER” declares through its Representative the following:



 


		1.	It is a corporation incorporated under the laws of the United Mexican States, as evidenced by the Public
Deed attached hereto and having its domicile at Oriente 172, Col. Montezuma 2nd. Section, Mexico, D.F., P.C. 06760



 


		2.	Its representative, has sufficient powers and faculties for the execution of this Contract, as evidenced
by Public Deed No. 6,016 dated OCTOBER 21, 2020, granted before the faith of PUBLIC BROKER No.26, Lawyer GERMAN GUERRA VALVERDE
exercising in Mexico City, D.F.



 


		3.	Its activities include the processing and sales of General Merchandise, and it is interested in selling
such materials to CLIENT (hereinafter referred to as PRODUCTS). These products are identified, described and described in
ANNEX A signed by both parties. Annex A is an integral part of this Contract.



 









     


     


    

 


		4.	The represented party is not in default with respect to the execution of other orders or services Contracted
with Impulsora de Mercados de México, SA de CV or any other subsidiary company, nor do the workers of Cadena Comercial Oxxo participate
in said company as shareholders, administrators, managers or employees.



 


		5.	It has the technical capacity and human material necessary to comply with the conditions and terms agreed
in the present Contract.



 


In view of the foregoing Declarations, the parties
agree to subject this Contract to the following:


 


CLAUSES


 


FIRST.- OBJECT: By means of the
present instrument, THE SUPPLIER undertakes to sell the PRODUCTS that are listed and described in ANNEX “A” of
this Contract, which signed by the parties forms an integral part of this Contract, to THE CLIENT, in the times and under the conditions
established in said annex and to the entire satisfaction of THE CLIENT. For its part, THE CLIENT undertakes to pay to THE
SUPPLIER the prices set out in Annex A of this Contract.


 


SECOND.- VALIDITY: Tits Contract
will be valid for 1 year (One year), from October 1, 2021 to conclude on September 30, 2022. Notwithstanding the foregoing, THE
CLIENT may terminate it in advance with 30 (thirty) days prior written notice, without affecting the pending deliveries or the agreed
guarantees.


 


The parties may renew the Contract, as long as
they agree in writing and sign it in accordance with both parties.


 


THIRD.- PRICES: The prices agreed
and specified in ANNEX “A” of this Contract, which signed by the parties is an integral part of this Contract, shall
be maintained for the entire term of this Contract, and during this period of time, may only be modified by mutual agreement by both parties
with written notice indicating the need and the reasons that oblige the SUPPLIER to modify its prices and obtaining the validation
of THE CLIENT. Tits notice must be submitted at least 30 days before the modification can take effect. From the date of this notice,
both parties shall meet in order to analyze the specific situation and the approval of the modification shall be in writing, if no agreement
is reached, the present Contract shall remain in force under the conditions established herein.


 


In case of renewals of the Contract, the parties
must agree if they will apply the current prices or there is some modification in these prices.


 


FOURTH.- BILLING. TERMS OF PAYMENT AND
RETURN: THE CLIENT shall make the corresponding payment to THE SUPPLIER within 45 (forty-five) days from the date of
receipt of the PRODUCTS. THE SUPPLIER must deliver THE PRODUCTS with the corresponding invoice. No payment shall
be made if THE SUPPLIER fails to deliver the invoice within the time specified in this clause.


 






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correct and be delivered to the address indicated
by THE CLIENT in order to be paid.


 


After receiving the relevant receipt from THE
SUPPLIER, THE CLIENT shall pay the PRODUCTS cost to THE SUPPLIER by electronic transfer within the stipulated days:


 


Bank Number: 012


 


Credit Institution: BBVA Bancomer Multiple Banking
Institution, BBVA Bancomer Financial Group Branch: 4128


 


Owner: GESOPER, S. DE R.L. DE C.V.


 


Clabe: 012180001161379037


 


THE SUPPLIER assumes at this time the obligation
to pay the charge of the commission generated by the electronic transfer mentioned in this clause.


 


THE CLIENT will return the merchandise
that it considers so to THE SUPPLIER on the agreed dates according to the mechanics stipulated in Annex C that forms an integral
part of this Contract, THE SUPPLIER being responsible for the expenses derived from the freight of this shipment to its offices.
(Annex C)


 


FIFTH.- SERVICE AND DELIVERY: THE CLIENT
must carry out the request for the PRODUCTS by means of a Leaflet Purchase Order, and for its part THE SUPPLIER must carry
out the deliveries according to the needs of THE CLIENT, according to what is established in the Leaflet Purchase Order.


 


SIXTH.- BREACHES: If THE SUPPLIER
fails to deliver the PRODUCTS, THE SUPPLIER shall pay liquidated damages to THE CLIENT at the rate of 0.25% of the value
of the relevant PRODUCTS per day during the duration of the default, up to a maximum of 10% (ten percent).


 


SEVENTH.- EXCLUSIVITY: The Contractual
relationship that derives from this instrument, does not manifest in any way exclusivity in favor of THE SUPPLIER, in such a way
that THE CLIENT has the right without any responsibility, to be able to hire third parties to sell the products indicated in the
object of this Contract.


 


On the other hand, THE SUPPLIER agrees
to grant THE CLIENT the sale of the aforementioned products, so that from the signing of this Contract, THE SUPPLIER will
be prevented from making such sales in favor of any other company that has the same commercial turn (Convenience Stores) as THE CLIENT.


 


EIGHTH.- QUALITY GUARANTEE: All
PRODUCTS are fully guaranteed to comply with the quantities, characteristics and quality and certifications required by THE
CLIENT and, where appropriate, by the Official Mexican Standard NOM or the related laws and regulations in force in the United Mexican
States, if applicable to the nature of the product, for the foregoing, in case of non-compliance by THE SUPPLIER with the agreement
and established in ANNEX “A”, THE SUPPLIER must return the PRODUCTS to THE CLIENT immediately in the place
where they are and with the quantity, characteristics and qualities promised.


 






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NINTH.- SUBContractING: THE SUPPLIER
is obliged not to subContract all or part of its rights and obligations. Therefore, THE CLIENT can verify all information provided
by THE SUPPLIER and determine that the object of this Contract is in accordance with the provisions of this instrument.


 


TENTH.- CONFIDENTIALITY: Both parties
agree that all the information that they are transmitted or generated on the occasion of the conclusion of this Contract and its Annexes,
as well as the strategies related to it, will be handled as confidential information regardless of the means through which it is
disclosed, so they constitute industrial secrets for the parties hereinafter “Confidential Information”.


 


The Confidential Information that the parties
provide to each other may only be used for the purposes specified in this Contract and its Annexes, so they may not at any time, directly
or indirectly, or through third parties and in any way, provide, transfer, publish, reproduce or make known to third parties such Confidential
Information; otherwise, the party that fails to comply with this obligation will be subject to the sanctions that Mexican law provides,
as well as pay the damages it causes, reserving the aggrieved party, at all times, the power to terminate this Contract.


 


The parties may provide the Confidential Information
only to persons who are previously established as authorized to receive the information related to the object of this Contract, provided
that they have the need to know such information to proceed to perform the purposes specified in this Contract and its Annexes; for this
reason, each party will give instructions to its own personnel, regarding the confidentiality they must keep with respect to the Confidential
Information and about the penalties to which they will be subject in case of non-compliance.


 


Each party agrees to return the Confidential
Information within five (5) calendar days from the date of the occurrence of any of the following events:


 


		■	From the date of the other party's request.



 


		■	From the date of termination, rescission or resolution of this Contract.



 


		■	From the date when the business relationship is terminated by both parties for any reason.



 


Therefore, either party shall not properly retain
or keep the Confidential Information provided to it under this Contract and shall not disclose such Confidential Information
within 5 (five) years from the date of termination, rescission or resolution of this Contract.


 


ELEVENTH.- NATURE OF THE Contract:
Both parties agree and recognise that the present Contract is of a strictly commercial nature, and therefore no labour relationship whatsoever
exists, nor can exist, between “THE SUPPLIER” and “THE CLIENT”, nor between “THE CLIENT”
and the employees or workers of “THE SUPPLIER”. Therefore, “THE SUPPLIER” undertakes to directly
execute the works object of the present Contract, being considered as the sole employer with respect to its workers in accordance with
the provisions of article 13 of the Federal Labor Law. “THE SUPPLIER” undertakes to make and timely pay the corresponding
contributions to the Mexican Social Security Institute, the National Workers’ Housing Fund Institute and to any other authority that the
legal regulations require in its capacity as employer with respect to the workers it employs in the rendering of its agreed services.


 






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“THE SUPPLIER” shall be solely
responsible to its employees or workers, regarding the fulfillment of any obligation arising from said employment relationship, as well
as the fulfillment of any other obligation derived from the Federal Labor Law and other applicable regulations in which charges are established
to employers.


 


TWELFTH.- NOTICES: All notices and
notifications to be given by the parties in connection with this Contract shall be in writing, with acknowledgment of receipt, to the
addresses indicated in the Declarations or to any other address that the parties may subsequently indicate, and oral notices and notifications
may be given, provided that such oral notices and/or notifications are confirmed in writing within the following twenty-four (24) hours,
in order to be valid.


 


THIRTEENTH.- ASSIGNMENT: BOTH PARTIES
agree to prohibit the assignment of all or part of the rights and obligations under this Contract, because these rights and obligations
are personal, unless THE PARTIES make provisions in the form of a document containing express consent.


 


FOURTEENTH.- CAUSES OF TERMINATION.-
The parties may unilaterally terminate this Contract without any judicial procedure, and without any legal responsibility for the party
that complied, prior written notice notified to the breached party when the obligations arising from this Contract are breached.


 


THE SUPPLIER must act in accordance with
the laws in force in its place of business. THE SUPPLIER undertakes to fully comply with the laws, social and tax regulations established
for its business. THE SUPPLIER shall not be involved in illegal or abusive business. Failure to follow the conditions set out above
in this paragraph is a non-conditional basis for initiating termination of this Contract.


 


For the purposes of the provisions of this Clause,
“THE PARTIES” shall give written notice to the other party regarding the causes of breach. If the defaulting PARTY
remedies the default to the satisfaction of the other PARTY within 15 (fifteen) working days from the date of receipt of the
respective notice, or within such other period as may be allowed by the affected PARTY, the Contract shall not be terminated and
shall continue to have effect.


 


FIFTEENTH.- TITLES OF THE CLAUSES: BOTH
PARTIES state that the titles of the Clauses cited in this Contract are only for the purpose of facilitating their identification
and reading, and therefore they are not understood as substantive provisions that vary or can be interpreted as a substantial part of
this Contract, and therefore they should not be interpreted to expand, diminish or affect in any way the scope of the content of the clauses
of this Contract.


 






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SIXTEENTH.- ABSENCE OF DEFECTS: In
the granting of this Contract there is no error, fraud, bad faith or any other vice of consent that could invalidate it, since they have
mutually agreed on the object of the Contract, as well as on all the stipulations with which it has been agreed.


 


SEVENTEENTH.- LEGISLATION AND COMPETENCE:
Both parties agree to accept the interpretation and enforcement of Mexican laws, accept the jurisdiction of the competent court
of Monterrey, Nuevo León, and expressly waive the jurisdiction that may be given to them for their present, future and / or any
other reasons.


 


The parties being aware of the contents and legal
scope of the present Contract, sign it at the bottom and in the margin for the record, in the city of Monterrey, Nuevo León on
September 17, 2021.


 


	
    “THE CLIENT”

    IMPULSORA DE MERCADOS DE MEXICO, S.A. DE C.V.
	“THE SUPPLIER” 

GESOPER, S. DE R.L. DE C.V.
	 	 
	 	 
	GERARDO GUERRERO GUAJARDO 

LEGAL ATTORNEY	NORMAN FRANCIS WRAY FRANCO LEGAL REPRESENTATIVE
	 	 
	WITNESS	WITNESS
	 	 
	 	 
	RUTH ALEJANDRA FERNANDEZ GARZA	ERNESTO DAVID GARCIA ALCIVAR



 


Annex A.- Description and Prices of General Merchandise


 


Annex B.- Leaflet Purchase Order Format


 


Annex C.- Product Return Mechanics.


 


 


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