exv10w16






Exhibit 10.16




SUPPLY OFFER LETTER



between



LA LÁCTEO S.A.



and



ADECO AGROPECUARIA S.R.L.



 









 





Buenos Aires, November 7, 2007




Messrs.

La Lácteo S.A.

Camino a Capilla de los Remedios Km. 5.5

5020, Provincia de Córdoba

Argentina




Ref.: Supply Offer Letter




Dear Sirs,



Adeco Agropecuaria S.R.L., a limited liability company organized and existing under the laws of
Argentina (“Adeco”), is pleased to submit to La Lácteo S.A., a corporation organized and existing
under the laws of Argentina (“La Lácteo”) an offer for a supply agreement to be entered into by
and between La Lácteo and Adeco (the “Offer Letter”).



Therefore, Adeco submits this Offer Letter to La Lácteo in order to enter into a supply agreement,
by means of which Adeco shall supply Milk (as defined herein below) to La Lácteo for use in La
Lácteo’s business operations in Argentina, subject to the provisions described hereunder.




“1. DEFINITIONS



“Adeco” shall have the meaning set forth in the headings of this Offer Letter.



“Affiliate” shall mean any entity that directly or indirectly, through 1 (one) or more
intermediaries, controls, is controlled by, or is under common control with, a Party.



“Agreement with a Third Party” shall have the meaning set forth in Section 9.2.(c).



“Business Day” shall mean a day other than a Saturday or Sunday on which banks are open for the
transaction of business in Buenos Aires, Argentina.



“Confidential Information” shall have the meaning set forth in Section 13.1.



“Dairy Farms” shall mean Adeco’s dairy farms existing at the date of execution of this
Offer Letter, which are listed in Schedule A hereto, as well as all those dairy farms replacing or
added to same in the future and accepted by La Lácteo, whether owned or leased directly or
indirectly by Adeco or Adeco’s controlling shareholders.



“Damages” shall have the meaning set forth in Section 12.3.









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“Delivery Point” shall have the meaning set forth in Section 5.1. of this Offer Letter.



“Effective Date” shall mean the date when La Lácteo accepts this Offer Letter.



“Exercise of the Right of First Refusal” shall have the meaning set forth in Section
9.2.(b).



“La Lácteo” shall have the meaning set forth in the headings of this Offer Letter.



“Maximum Supply Volume” shall have the meaning set forth in Section 7.1.



“Milk” shall mean cow’s fresh, cooled, unclassified milk, to be sold and delivered by Adeco
to La Lácteo.



“Milk Required Volumes” shall mean Milk volumes required by La Lácteo in order to comply
with its production, in accordance with Section 7.2 of this Offer Letter.



“Notices” shall have the meaning set forth in Section 9.2.(b).



“Parties” shall mean both La Lácteo and Adeco.



“Party” shall mean La Lácteo or Adeco.



“Proposal” shall have the meaning set forth in Section 9.2.



“Right of First Refusal Term” shall have the meaning set forth in Section 9.2.(b).



“Schedules” shall mean all schedules to this Offer Letter.



“Selling Price” shall mean the Milk’s price determined according to the provisions set
forth in Schedule B hereto, plus the applicable Value Added Tax (VAT).



“Term” shall have the meaning set forth in Section 3.




2. PURCHASE AND SALE OF MILK



2.1. During the Term of this Offer Letter, La Lácteo shall purchase from Adeco, and Adeco shall
sell to La Lácteo Milk produced by Adeco at its Dairy Farms.



2.2. Milk shall be delivered by Adeco to La Lácteo at the Delivery Point.








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3. TERM



This Offer Letter shall commence on the Effective Date and shall remain in effect for a period of
10 (ten) years (the “Term”).




4. MILK SPECIFICATIONS



4.1. Adeco guarantees to La Lácteo that the Milk subject matter of this Offer Letter shall comply
with all technical and quality specifications set forth in Schedule C hereto.



4.2. In the event of discrepancies between Adeco and La Lácteo arising in connection with the
Milk’s quality, the Parties hereto agree to solve the conflict by means of a final analysis carried
out by the Centro de Investigaciones Tecnológicas de la Industria Láctea (CITIL), in Argentina.




5. PASSAGE OF TITLE AND RISK OF LOSS



5.1. Milk’s Delivery Point shall be at Adeco’s Dairy Farms (the “Delivery Point”). La Lacteo shall
bare freight costs from Delivery Point to La Lacteo’s plants. Subject to the provisions of Section
7.1 hereof, the Milk produced at Adeco’s Dairy Farms shall be delivered on the same day it is
produced.



In the event Adeco adds new Dairy Farms in the future to its production scheme, prior to including
such Dairy Farms among the ones whose production must be sold to La Lácteo in accordance with the
provisions of this Offer, La Lácteo’s prior consent must be obtained, which consent cannot be
unreasonably denied.



5.2. La Lacteo shall have control over Milk volumes at Delivery Point. Title to and risk of loss of
or damage to the Milk shall pass to La Lácteo upon delivery at the Delivery Point.




6. LA LÁCTEO’S OBLIGATIONS



6.1. La Lácteo shall request and acquire Milk from Adeco.



6.2. La Lácteo and Adeco shall measure Milk volumes at the Delivery Point. In the event of
discrepancies regarding milk measurement, La Lácteo and Adeco shall provide the necessary means to
settle said discrepancies.



6.3. Upon the delivery of Milk, La Lácteo shall be entitled to carry out all the necessary tests in
order to determine whether the Milk complies with all quality and technical specifications set
forth in Schedule C hereto. Any non-compliance with the technical and quality
specifications set forth in Schedule C of the Milk delivered by Adeco to La Lácteo shall be
communicated by La Lácteo to Adeco within 24 hours from the date the Milk was delivered to La
Lácteo.







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6.4. La Lacteo shall monthly deliver to Adeco an electronic file containing the report on
the daily delivery taking place at each Delivery Point (per truck), regarding the total amount of
Milk supplied to La Lácteo at each Delivery Point during such month, and said report shall contain
the following data: (a) Delivery Date, (b) Number of Thermos Flask, (c) Liters Delivered, (d)
Percentage of Butyraceous grease, (e) Percentage of Protein, (f) CFU counts Colony-Forming Units,
and (g) Number of Somatic Cells.




7. MILK REQUIRED VOLUMES



7.1. In order to perform this Offer Letter, Adeco shall deliver to La Lácteo (the “Maximum Supply
Volume”) 100 (one hundred) per cent of its Milk production taking place at its Dairy Farms;
provided however that under no circumstances shall Adeco be bound to deliver to La Lácteo and La
Lácteo be bound to purchase from Adeco, a four-monthly volume of Milk exceeding 50 (fifty) per cent
of La Lacteo’s total Milk’s purchases. To that end, La Lacteo shall furnish Adeco with monthly
reports indicating its total purchases of raw milk during each calendar month.



7.2. In order to perform this Offer Letter, La Lácteo shall furnish to Adeco the following
information regarding Milk Required Volumes.





	(a)	 	Annual requirement: A written report on the annual allowance, specified per calendar
month, of the estimated volume necessary to elaborate its production during the
following calendar year. Said allowance shall be delivered to Adeco before December 15th
each year.
	 
	(b)	 	Monthly requirement: A written report on the monthly allowance, specified on a
calendar weekly basis, of the estimated volume necessary to elaborate its production during
the following calendar month. Said allowance shall be delivered to Adeco before the 25th day
of each month immediately preceding the relevant month.
	 
	(c)	 	Weekly requirement: A written report on the weekly allowance, specified on a day per
day basis, of the estimated volume necessary to elaborate its production during the
following calendar week. Said allowance shall be delivered to Adeco on or before the Thursday
immediately preceding the
relevant week.




7.3. Adeco shall use its best efforts to comply with the weekly, monthly and annual requirements
delivered by La Lácteo, but in no event shall Adeco assume or be bound by such Milk Required
Volumes. Adeco shall quarterly inform La Lácteo about its milk production capacity, including its
estimated production capacity for the coming quarter. The sole commitment undertaken by Adeco
regarding Milk volumes to be supplied under this Offer Letter is the one stated in 7.1. above,
with the exceptions set forth in section 9.2. herein.









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8. ADECO’S OBLIGATIONS



8.1. Even in the event the weekly requirements shall imply a variation regarding monthly and
yearly Milk Required Volumes, Adeco shall use its best efforts to adjust its sales of Milk to the
weekly requirement, but in no event shall Adeco be liable if said adjustments are not fully
carried out.




9. PRICE. RIGHT OF FIRST REFUSAL



9.1. Adeco shall sell Milk to La Lácteo at the Sale Price to be determined from time to time
according to the terms set forth in Schedule B (“Price Determination Terms”) attached to
this Offer Letter. The Price Determination Terms set forth in Schedule B shall remain in
full force and effect, unless they are adjusted pursuant to the terms and conditions of this Offer
Letter and until said time.



9.2. If during the Term of this Offer Letter, Adeco receives a bona-fide proposal from a third
party for the supply of Milk including terms and conditions which are more favorable for Adeco than
those set forth in this Offer Letter (the “Proposal”), Adeco shall be entitled to sell Milk to such
third party under the following terms and conditions:




     (a) The Proposal shall be deemed more favorable for Adeco if it implies an increase of 5
(five) per cent or more of the Selling Price then in effect, and represents more than 70% (seventy
per cent) of the total volume of milk supplied by Adeco to La Lacteo during the previous calendar
month.



     (b) Adeco shall notify La Lácteo in writing the terms and conditions of the Proposal and the
identity of the third party interested in acquiring Milk, (the “Notice”). La Lácteo shall have a
term of 30 (thirty) running days as from receiving said Notice (the “Right of First Refusal
Term”) to notify that it shall continue acquiring Milk under the same terms and conditions than
those set forth in the Proposal. Notice of the exercise of the right of first refusal by La Lácteo
shall be given within the Right of First Refusal Term, in writing and in a verifiable manner (the
“Exercise of the Right of First Refusal”), without modifying the terms and conditions of
the Proposal so that the Exercise of the Right of First Refusal shall be admissible. Upon notice by
La Lácteo of the Exercise of the Right of First Refusal, Adeco shall continue to supply Milk to La
Lácteo at the new Selling Price.



     (c) If after the expiration of the Right of First Refusal Term, La Lácteo fails to communicate
in a verifiable manner the Exercise of the Right of First Refusal, Adeco shall be entitled to sell
Milk to the interested third party, under the terms and conditions set forth in the Proposal (the
“Agreement with a Third Party”).



     (d) If the Agreement with a Third Party represents the total Maximum Supply Volume during the
term of the Agreement with a Third Party, Adeco shall not be bound to supply Milk to La Lácteo, and
in no event shall this be deemed a breach of this Offer Letter and shall not entitle La Lácteo to
claim Damages. Upon termination of the Agreement with a Third Party, Adeco shall, at La Lácteo’s






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request, supply Milk to La Lácteo under the terms and conditions of this Offer Letter and up to
the Maximum Supply Volume, without any delays. In the event Adeco enters into an agreement with a
third party to supply Milk and, as a result thereof, La Lácteo stops purchasing Milk from Adeco,
then, upon termination of said agreement, La Lácteo shall have the right but not the obligation to
continue purchasing Milk from Adeco.




     (e) If the Agreement with a Third Party represents a portion of the Maximum Supply Volume (to
the extent such portion represents more than 70% (seventy per cent) of the total milk supplied by
Adeco to La Lácteo during the previous calendar month, Adeco shall, during the term of said
Agreement, only supply to La Lácteo the difference between the Maximum Supply Volume Capacity and
the volume of Milk which does not fall under the scope of the Agreement with a Third Party, and in
no event shall this be deemed a breach of this Offer Letter and shall not entitle La Lácteo to
claim Damages. Upon termination of the Agreement with a Third Party, Adeco at La Lácteo’s request,
shall continue to supply Milk to La Lácteo under the terms and conditions of this Offer Letter and
up to the Maximum Supply, without any delays. In the event Adeco enters into an agreement with a
third party to supply a portion of the Maximum Supply Volume and as a result thereof La Lácteo
lowers its purchases of Milk from Adeco, then upon termination of such agreement, La Lácteo shall
have the right but not the obligation to continue purchasing the portion of the Maximum Supply
Volume that was being sold to such third party.



10. COST VARIATIONS



In the event that the Milk’s Selling Price suffers an increase equal to or in excess of 25
(twenty-five) per cent of the price of Milk corresponding to the month of September 2007 as set
forth in Schedule B hereto, the Parties hereto shall meet by the end of the month in order
to negotiate the Milk’s Selling Price in good faith and, if necessary, the calculation formula set
forth in Schedule B hereto.




11. PAYMENT TERMS



11.1. Adeco shall monthly issue and deliver to La Lácteo within the fifth business day of each
month the relevant invoices regarding the sale of Milk delivered to La Lácteo during the preceding
calendar month. The relevant sum of said invoices shall be paid by La Lácteo within 10 (ten)
business days from receiving the relevant invoice. La Lácteo shall pay said price at its option (a)
by delivering, in advance so as to comply with the term of 10 (ten) business days mentioned above,
a check to the order of Adeco, to be credited in Adeco’s account within a term of 48 (forty-eight)
hours; or (b) by means of a wire transfer of funds to an account designated by Adeco and previously
notified to La Lácteo in a verifiable manner.



11.2. Default in the paying of the invoices shall occur automatically, upon the mere lack of
payment at maturity, without need of any court or out-of-court notice or demand. Interest shall
accrue as of the date of the default and will accrue until the date of full cancellation of the
owing sums at the “tasa pasiva de interés” set forth by








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Banco de la Nación Argentina for 30 days’ Peso-denominated loans. If any of the maturity dates
were a holiday or non-Business Day, La Lácteo shall comply with its payment obligation on the
immediately preceding Business Day. The check deposits will not be computed until being credited
in the account specified by Adeco.



11.3. Adeco reserves the right to accept partial payments without implying a debt discharge or
waiver regarding any outstanding balance. Said payments shall primarily be applied to cancel owed
interest and balances, and if applicable they shall apply to repay principal.



11.4. Should La Lácteo be delayed to pay any owed sums arising in connection with this Offer Letter
for more than 30 (thirty) running days or 60 (sixty) alternate days during a period of 12 (twelve)
months immediately preceding the relevant delay, Adeco, notwithstanding the applicable interest
rate set forth in clause 11.2 above, shall be entitled to: (a) terminate the relationship arising
from this Offer Letter, or (b) suspend the supply of Milk in connection with this Offer Letter,
until La Lácteo pays all outstanding amounts plus the accrued interest, within a term of 15
(fifteen) running days following prior demand for payment to La Lácteo. Should Adeco choose to
suspend the supply subject matter of this Offer Letter, Adeco shall be entitled to terminate same
at any time, provided this decision is notified to La Lácteo before payment by La Lácteo of all
outstanding amounts, plus the relevant interest.




12. INDEMNITIES



12.1. Indemnity by La Lácteo. La Lácteo shall safeguard, indemnify and hold Adeco harmless
from all Damages (as this term is defined hereinbelow) which are an immediate consequence of La
Lácteo’s breach of this Offer Letter, provided said damages caused an adverse monetary impact on
Adeco and are attributed to La Lácteo’s gross negligence or fraud.



12.2. Indemnity by Adeco. Adeco shall indemnify, safeguard, and hold La Lácteo harmless
from all Damages which are an immediate consequence of Adeco’s breach of this Offer Letter,
provided said damages caused an adverse monetary impact on La Lácteo and are attributed to Adeco’s
gross negligence or fraud.



12.3. Damages. As used in this Offer Letter the term “Damages” shall only include direct
damages (including reasonable attorney fees and other litigation costs) up to the limit of the
immediate consequences of its acts, and shall neither include any indirect, mediate, remote or
speculative damage.



12.4. Reciprocal indemnities. The Parties shall indemnify and hold each other harmless
from all Damages arising from any claim made by the employees or vendors (or their successors) of a
Party related to or originated by the fulfillment of the obligations undertaken under this
Agreement.







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13. CONFIDENTIALITY



13.1. The Parties shall keep strictly confidential the terms and conditions of this Offer Letter
and any information received from the other Party hereunder which is designated as confidential
(collectively, “Confidential Information”) and, in addition, shall not use, disclose, make
available, disseminate or communicate same to any third party (except on a like confidential basis
to their respective professional advisors and consultants with a need to know), except to the
extent necessary for the purpose of carrying out the activities authorized by this Offer Letter.
Confidential Information may be disclosed by a Party to comply with any law, governmental
regulation or order of a court or administrative agency having competent jurisdiction or, in the
opinion of its counsel, to comply with the requirements of any stock exchange on which the shares
of such Party are listed; provided, however, that (1) the disclosing Party shall take all
reasonable measures to impose an obligation to maintain the confidentiality of the Confidential
Information disclosed and (2) if legally permissible and reasonably possible, the non-disclosing
Party shall be notified of any Confidential Information to be disclosed pursuant hereto prior to
any such disclosure; otherwise, prompt notice of such disclosure shall be given to the non-
disclosing Party after any such disclosure.



13.2. The obligations set forth in this Section 13 shall not apply to information which:





	 	(a)	 	the acquiring Party can show to the reasonable satisfaction of the disclosing
Party was already in its possession at the time of disclosure or acquisition,
otherwise than as a result of disclosure by or acquisition from the disclosing Party
or any of the disclosing Party’s Affiliates;
	 
	 	(b)	 	was disclosed to it by a third party who did not acquire it in confidence
from the disclosing Party or any of the disclosing Party’s Affiliates; or
	 
	 	(c)	 	is available to the general public or becomes so available without fault on
the part of the acquiring Party, its Affiliates or their respective Representatives.




13.3. The obligations set forth in this Section 13 shall continue to apply for a period of 10 (ten)
years after the termination of this Offer Letter.




14. FORCE MAJEURE



Neither Party shall be responsible for any failure to comply with the terms of this Offer Letter
(except any term requiring the payment of money), or for any delay in performance of, or failure to
perform under this Offer Letter where such failure or delay is due to: acts of God, labor
stoppages, strikes, fuel shortages, fire, storm, flood, earthquake, explosion or accident; acts of
the public enemy; national emergency; war; rebellion; insurrection; sabotage; epidemic; quarantine
restrictions; transportation embargoes or failures or delays in transportation; strikes; civil
commotion; or acts (including laws, regulations, disapprovals or failures to approve) of any
government, whether national, municipal or otherwise, or any agency thereof








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and/or acts of third parties which are beyond the reasonable control of such party and which third
parties are neither agents, employees nor Affiliates of such party.



15. PARTIES IN INTEREST AND ASSIGNMENT



This Offer Letter shall inure to the benefit of, and be binding upon the Parties hereto and
their respective successors and permitted assigns. Neither Party may assign its rights or delegate
or transfer its obligations under this Offer Letter.




16. TERMINATION



16.1. Either Party may terminate this Offer Letter, without liability due to such termination, by
providing notice to the other Party if said other Party is in breach of its obligations under this
Offer Letter and said breach shall continue un-remedied for fifteen (15) days after notice thereof
by the non-breaching Party; provided, however, that default on payment obligations by La Lácteo
under this Offer Letter shall be governed according to the provisions set forth in Section 11.4.



16.2. Either Party may terminate this Offer Letter forthwith, without liability due to such
termination, by providing notice to the other Party in the event of dissolution, bankruptcy, or
winding up of or by such other Party or in the event that such other Party’s business or
assets are seized, sequestered, confiscated or expropriated by judicial process or
otherwise, or as a result of governmental interference and such acts affect the operations of the
affected Party; provided, however, that, if any such action shall not have been commenced by such
other Party, then such other Party shall have ninety (90) days in which to seek the dismissal or
vacation of such proceeding before the right to terminate this Offer Letter pursuant to this
Section 16.2. shall accrue.



16.3. Termination by either Party under any circumstances shall in no way be deemed to be or
construed as a restriction, limitation or waiver of either Party’s rights to pursue any additional
remedy at law or in equity.



16.4. The rights and obligations set forth in Sections 12, 13, 18 and 20 shall survive the
termination of this Offer Letter. In addition, termination of this Offer Letter shall not affect
any liability of any Party already accrued prior to the effective date of such termination.




17. PARTY RELATIONSHIP



This Offer Letter does not constitute a joint venture or partnership between the Parties nor does
it create between the Parties any relationship of employer and employee or principal and agent. No
Party is authorized or empowered to act as agent for another for any purpose, and no Party
shall, on behalf of the other Party, enter into any contract, undertaking or Offer Letter of any
kind whatsoever.









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18. NOTICES



Any notice or other communication required or permitted to be given under this Offer Letter shall
be in written or electronic form and shall be deemed sufficiently given when delivered in person,
transmitted by telegram, telex or facsimile (confirmed contemporaneously by registered or
certified mail, postage prepaid, return receipt requested) or sent by registered or certified
mail, postage prepaid, return receipt requested, addressed as follows:



If to La Lácteo S.A.:

Camino a Capilla de los Remedios Km. 5.5

5020, Provincia de Córdoba

Argentina

Attention: Raúl E. Filippi



with copies to:



c/o Agropur Coopérative

101, boul. Roland-Therrien, bureau 600

Longueuil (Quebec) J4H 4B9

Canada

Attn.: Corporate Secretary and Chief Executive Officer

Telecopy: +1-450-646-8139



Allende & Brea

Maipú l300, Piso l3

Buenos Aires, Argentina

e-mail: pgl@allendebrea.com.ar

Attention: Pablo G. Louge



If to Adeco Agropecuaria S.R.L.:

Catamarca 3454

1649, Martínez, Provincia de Buenos Aires

Argentina

e-mail: egnecco@adecoagro.com

Attention: Mariano Bosch / Emilio Gnecco





or to such other address or addressee as may be specified from time to time in a notice
given by such Party. The Parties agree to acknowledge in writing the receipt of any such
notice delivered in person.



19. HEADINGS



The headings of the Sections of this Offer Letter are for the convenience of the Parties only and
shall not be deemed a substantive part of this Offer Letter or in any way as limiting the scope of
the particular Sections to which they refer.




20. GOVERNING LAW. DISPUTE RESOLUTION









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This Agreement shall be governed by and construed in accordance with the Laws of the Republic of
Argentina, without regard to principles of conflicts of law that would require or permit
application of the laws of any other jurisdiction. Any dispute that may arise between the Parties
related to the construction, application, performance or non-performance of this Offer Letter
shall be submitted by the Parties to the exclusive jurisdiction of the Ordinary Courts of the City
of Buenos Aires, waiving any other forum or jurisdiction that may correspond to them.




21. ENTIRE AGREEMENT



This Offer Letter reflects the actual and full understanding of the Parties and supersedes any
other agreement, arrangement or covenant that as by law exclusively or of fact governed the
relationship of the Parties until the date of execution of this Offer Letter. Amendments to this
Offer Letter can only be made by express and written instrument granted by the Parties.




22. NO WAIVER



The failure of any Party at any time to require performance by the other Party of any provision of
this Offer Letter shall not affect the right of such aggrieved Party to require future performance
of that provision, and any waiver by either Party of any breach of any provision of this Offer
Letter or of any right or remedy must be in writing to be effective and shall not be construed as a
waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself,
or a waiver of any other right or remedy under this Offer Letter.




23. STAMP TAX



If applicable, the stamp tax that may be levied on this Offer Letter shall be equally borne by the
Parties.”



This Offer Letter shall be valid until November 30, 2007 and shall be deemed accepted by La Lácteo
if it executes a deposit of one thousand pesos (AR$1,000) in our bank account N° 000-18852/8 with
Banco Santander Río on or before November 30, 2007. Subject to the execution of the deposit by La
Lácteo within the said term, the Offer Letters and understandings contained herein shall be
binding upon La Lácteo and Adeco.




	 	 	 	 
	Yours sincerely,



by Adeco Agropecuaria S.R.L.

 	 
	/s/ Mariano Bosch
 	 	 	 
	Name: Mariano Bosch	 	 	 
	Title: Gerente	 	 	 
	 








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SCHEDULE A




List of Dairy Farms




Tambos




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Razon Social	 	Tambo	 	Provincia	 	Departamento	 	Localidad	 	Direccion	 	CP
	 

	 	Carmen 4
	 	Sta Fe
	 	General Lopez
	 	Christopersen
	 	Ea Carmen Ruta 14- Km 174
	 	 	2611	 
	 

	 	Carmen 5
	 	Sta Fe
	 	General Lopez
	 	Christopersen
	 	Ea Carmen Ruta 14- Km 174
	 	 	2611	 
	Adecoagro
Agropecuaria
SRL

	 	Abolengo 1
	 	Sta Fe
	 	General Lopez
	 	Santi Spiritu
	 	Ea Abolengo Zona Rural Santi S
Casilla de Correo 31
	 	 	2617	 
	 

	 	Abolengo 2
	 	Sta Fe
	 	General Lopez
	 	Santi Spiritu
	 	Ea Abolengo Zona Rural Santi S
Casilla de Correo 31
	 	 	2617	 
	 

	 	Abolengo 3
	 	Sta Fe
	 	General Lopez
	 	Santi Spiritu
	 	Ea Abolengo Zona Rural Santi S
Casilla de Correo 31
	 	 	2617	 
	 

	 	El 72
	 	Cordoba
	 	Marcos Juarez
	 	Arias
	 	Zona Rural Arias
	 	 	2624	 
	 

	 	La Palmira
	 	Cordoba
	 	Marcos Juarez
	 	Arias
	 	Zona Rural Arias
	 	 	2624	 










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SCHEDULE B




Milk’s selling price




Milk Price Determination Terms:





		1-		 The Price for the Milk delivered at Adeco’s Dairy Farms shall be equivalent to the
average price per liter paid by La Lacteo to third parties for milk delivered at third
parties dairy farms, plus three percent (3%) during the same given month.
	 
		2-		 If La Lacteo’s payment system applied during any given month contemplates bonuses and
penalties for physiochemical and composition’s Milk quality, and/or Milk’s volume, and/or
any other variables to be determined by La Lácteo from time to time at its sole
discretion, such system shall be applied to the Price for Adeco’s Milk, plus a three
percent (3%) which percentage shall be added to the bonus and penalties resulting from
applying of such variables.








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SCHEDULE C




Technical and Quality Specifications




	 	 	 

	

	 	FICHA TECNICA LECHE CRUDA


Versión 0

Fecha: 21/09/07






	 	 	 
	CONTROLES	 	PARAMETROS DE ACEPTACION
	PROTEINA (g/100ml)

	 	Minimo 3.10
	 
	 	 
	MATERIA GRASA (g/100ml)

	 	Minimo 3.2
	 
	 	 
	DENSIDAD A 15oC

	 	1.028-1.034
	 
	 	 
	DESCENSO CRIOSCÓPICO

	 	Máx. -0.512°C
	 
	 	 
	PRUEBA DE ALCOHOL

	 	Estable
	 
	 	 
	ACIDEZ (g ACIDO LACTICO/100ml)

	 	0.14 - 0.18
	 
	 	 
	EXTRACTO SECO NO GRASO (g/100g)

	 	Min 8.2
	 
	 	 
	RECUENTO TOTAL

	 	Máx. 100.000 ufc/ml
	 
	 	 
	RECUENTO DE CELULAS SOMATICAS

	 	Máx. 300.000 cél/ml
	 
	 	 
	INHIBIDORES

	 	Ausencia
	 
	 	 
	Redacción y revisión: Carlos Cretion

	 	Aprobó:







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