Exhibit
10.3


 


	
  Free English Translation

  	
   

  	
  [Illegible handwritten]

  



 


WOOD BOARD ADHESIVE PURCHASE


AND SUPPLY CONTRACT


 


In Santiago, Chile, on November 15,
1999, Oxinova C.A. (hereinafter “Oxinova”), a business corporation established
and operating under the laws of the Republic of Venezuela in the industrial
sector, represented herein by Edmundo Puentes Ruiz, on the one hand; and
Fibranova C.A. (hereinafter “Fibranova”), a business corporation established
and operating under the laws of the Republic of Venezuela in the industrial
sector, represented herein by Julian Sanchez del Valle and Fernando de
Solminihac Tampier, on the other, both corporations hereinafter referred to as
the “Parties,” agree to enter into the Wood Panel Adhesive Purchase and Supply
Contract.


 


WHEREAS:


 


FIBRANOVA requires
the resins manufactured by Oxinova for its wood board facilities in Macapaima,
State of Anzoátegui, Venezuela;


 


FIBRANOVA requires and wishes to guarantee a competitive
and reliable source of supply of resins from Oxinova for its wood boards;


 


OXINOVA, in response to the requirements and needs of
Fibranova, has decided to set up a Wood Resin Manufacturing Plant in Macapaima,
Anzoátegui Province, to supply Fibranova the
products subject matter hereof in Venezuela on a non-exclusive basis;


 


THEREFORE the Parties agree to define the terms and
conditions under which Oxinova shall supply Fibranova and Fibranova shall
purchase from Oxinova the products defined hereinafter, as follows:


 


Clause One: DEFINITIONS


 


1.             Products:
The adhesives for medium-density fiber boards and particle boards, made
from Formaldehyde, particularly Urea-formaldehyde, and all melamine-reinforced
adhesives, excluding phenolic adhesives at this particular stage.


 


2.             Commencement
of Contract: It is hereby established that the obligations and rights of
Oxinova hereunder shall come into effect on the date on which its facilities
commence operating, and once the respective approved operating licenses have
been issued, of which Fibranova must be given at least thirty days notice. In
accordance with the foregoing, Oxinova shall do all possible to begin supplying
Fibranova as from April 1, 2001, this date having been set taking into
account the period of eighteen months needed to build and assemble the
manufacturing facilities of Oxinova, as per the schedule attached hereto
as Exhibit “A.” Oxinova shall hold meetings with Fibranova from time to
time in order to keep it informed regarding the progress of work.


 


[Illegible
signatures]


 





















 


3.             Calendar
Year: A year of twelve months starting on January 1 of any year and ending
on December 31, every year throughout the effective term hereof.


 


4.             Duration
of Contract: Fifteen years as from the Contract Commencement Date, without
detriment to advance termination of the contract in accordance with the terms
hereof.


 


5.             Contract:
The Contract.


 


Clause Two: PURPOSE OF THE
CONTRACT – SUPPLY AND PURCHASE


 


1.             FIBRANOVA
undertakes to purchase the Products that it needs from Oxinova and to be
supplied there from for a period of fifteen years, and not to purchase the same
products from other suppliers, except under the terms and conditions
established in Clause Eleven, or when causes of force majeure prevent Oxinova
form supplying the products to Fibranova, in accordance with Clause Thirteen.


 


2.             OXINOVA
undertakes to supply, sell and deliver to Fibranova all the Products that the
latter requires, for a period of fifteen years, for the manufacture of
medium-density fiber boards and particle boards, said supply being
estimated at approximately 32,000 tons a year.


 


Clause Three: SPECIFIC
OBLIGATIONS OF OXINOVA


 


1.             Supply
Obligation: Supplying Fibranova all the Products that it requires, the amount
of which is estimated at 32,000 tons a year – dry base – that may be increased
by 15%. If Fibranova increases its consumption by more than 15%, Oxinova shall
take all measures necessary to efficiently and effectively meet the increased
requirements of Fibranova, under the conditions agreed by the Parties, with
Fibranova notifying Oxinova beforehand of its increased requirement, as per
paragraph three of Clause Four.


 


2.             Technical
Assistance: Oxinova shall provide technical assistance needed with regard to
the Products and the operating conditions related thereto, by providing
technical staff from its facilities who shall visit the factory of Fibranova
from time to time. Oxinova shall be supported by its licensors to whom it may
refer for specific issues related to the foregoing, at the request of
Fibranova. The obligation to provide technical assistance is included in the
price of the Products.


 


Fibranova shall provide Oxinova complete,
reliable and timely information that Oxinova needs in order to meet this
obligation satisfactorily.


 


3.             The
Products shall be dispatched from the facilities of Oxinova at Macapaima, State
of Anzoátegui, Venezuela. When Oxinova is unable to deliver from these
facilities, whatever the reason, it must seek an alternative source of supply
for Fibranova, until this situation is remedied.


 





















 


4.             Oxinova
shall deliver the Products to the receiving tanks that Fibranova shall make
available for such purpose.


 


Clause Four: SPECIFIC
OBLIGATIONS OF FIBRANOVA


 


1.             On November 1
of each year, Fibranova shall provide Oxinova an annual estimate of its product
requirements. Fibranova must confirm or amend its requirements for the
following quarter, two months before the beginning of the same.


 


2.             Minimum
guaranteed purchase: Throughout the effective term of the Contract, Fibranova
must purchase a minimum of 11,200 tons – dry base – of products every six
months.


 


Oxinova shall total the products delivered
and invoiced to Fibranova in July and January of every year for the
previous six-month period, as from the nineteenth month of the effective term
of the Contract, and for every year thereafter. If the total supplied is less
than 11,200 tons, Oxinova shall raise an invoice for the shortfall in tons,
multiplied by value “C,” for the minimum supply for the period in question.
This invoice must be paid within five days after it is raised.


 


The minimum guaranteed purchase obligation
shall not apply during the first eighteen months of the effective term of the
Contract.


 


3.             If
Fibranova increases its product requirements by more than 15% over the
estimated 32,000 tons dry base a year, it must give Oxinova at least eighteen
months notice to such effect, so that Oxinova may increase its production
capacity or take the measures necessary in accordance with the requirement
anticipated.


 


Clause Five: PRICES-PAYMENT
CONDITIONS-READJUSTMENTS


 


1.             The
price of the products sold, in United States of America dollars per dry ton,
shall be governed by a polynomial that shall be adjusted every quarter as per
the following formula:


 


P = A * M + B* U + C


 


Where factors M and U are the cost of one ton
of methanol and urea respectively, in United States of America dollars,
delivered to the factory of Oxinova; and factors A and B are the unit
consumption of methanol and urea respectively, for producing one ton of
adhesive; and factor C is the value that reflects other costs and the profit
margin of Oxinova.


 


Unit consumption (factors A and B of the
formula used to calculate the price) of each product, and the fixed factor
(factor C) are those shown in the following table:


 





















 


	
  FACTOR

  	
   

  	
  ADELITE 4146

  	
   

  	
  ADELITE 3087

  	
   

  	
  ADELITE3102

  	
   

  
	
   

  	
   

  	
  (MDF)

  	
   

  	
  (Middle)

  	
   

  	
  (Faces)

  	
   

  
	
  A

  	
   

  	
  0.531

  	
   

  	
  0.539

  	
   

  	
  0.523

  	
   

  
	
  * B

  	
   

  	
  0.804

  	
   

  	
  0.765

  	
   

  	
  0.806

  	
   

  
	
  C

  	
   

  	
  207.4

  	
   

  	
  207.4

  	
   

  	
  207.4

  	
   

  



 


The value of factor C of the formula of each
product shown in the above table has been determined on the basis of a return
on investment rate of 14%, measured on the flow over fifteen years for
investors in Chile (including the cost of sending capital and repatriating
profits and capital), with one third of funding provided by Oxinova borrowing
from third parties, and two thirds provided by contributions of shareholders,
either by contributions of capital or loans. This constitutes the main factor
of the commercial agreement between the parties and is arrived at using an
evaluation procedure carried out on a spreadsheet, attached hereto as Exhibit “B,”
as a point of reference, plus the following variables:


 


(i)                                     The annual volume of consumption of products by
Fibranova, whose reference value shall be 32,000 tons dry base.


 


(ii)                                  The amount of investment in the factory of
Oxinova, whose reference value shall be 15.12 million dollars, this being the
estimated investment, before tax, needed to just meet the requirements of
Fibranova.


 


(iii)                               Fixed staff and services costs, whose reference value shall be
US$1,125,647 a year.


 


The value of factor C shall be calculated
every quarter based on application of the correction formulae specified
hereinafter, so as to maintain the agreed expected return on investment rate of
14%, just taking into account to this end the investment, sales, costs and
expenses needed to meet the obligations hereunder. It is expressly agreed that
the supply from third-party suppliers shall not be considered for the purpose
of calculating variations in the value of factor C, without detriment to the
elements of factor C related to investment and fixed costs being reviewed when
the supply (approx. 32,000 tons) commences, so that they accurately reflect
those that are effective and that refer to the consumption of Fibranova, so
that the profitability rate of 14% for the project is fulfilled.


 


CORRECTION FORMULAE FOR FACTOR C OF PRICE
FORMULAE


 


For variation in investment


 


Value C shall vary by 8.64 dollars for every
million dollars of variation in investment


 





















 


For variation in fixed staff and
service expenses


 


Value C shall vary by 39.1 dollars for every
million dollars of variation on fixed staff and service expenses.


 


For variation in the annual
volume of resin consumed


 


	
  VAR. C 

  	
  =

  	
  (6,028,477 * O.9 (1 REAL TON/32000)

  	
   

  
	
   

  	
   

  	
  REAL TON    

  	
   

  



 


Where REAL TON is in 100% base tons, these
being the total of the actual tons consumed, calculated every quarter as actual
consumption during the three previous months, multiplied by four.


 


The value of factor C for each product shall
be recalculated at the beginning of each quarter, in other words, in January,
April, July and October, in accordance with the consumption trend during
the previous quarter, and this value shall be applied in the current quarter.


 


If there are simultaneous variations in more
than one of the aforementioned variables, increases shall be added to the C
value that each generates.


 


The parties expressly agree that during the
first eighteen months of the effective term hereof, the consumption of 32,000
tons of products – dry base – per year by Fibranova shall always be taken into
account for calculating factor C.


 


2.             If
variations occur that are assumed to be irreversible and that affect the cost
structure of Oxinova, or the cost of repatriating profits and/or capital,
whether they are increases or decreases, the values of the formula must be
reviewed in order to correct the effect of said variations on the return rate
of 14% agreed as part of the evaluation procedure used to calculate prices, as
per the aforementioned exhibit.


 


3.             Values
“A” and “B” of the price polynomial shall be altered and adjusted whenever
there are justifiable technological reasons for doing so.


 


4.             The
parties agree that they may agree at any time to change the specifications of
the product. When such changes affect the production costs of Oxinova, the
price formula of the resin shall be adjusted in accordance with the new cost
structure, which shall be formalized by exchanging letters of intent and
agreement.


 





















 


Clause Six: INVOICING AND
PAYMENT


 


1.             Oxinova
shall raise a sales invoice every two weeks for the total amount of the product
sent to Fibranova, within five business days of the end of the aforementioned
period. Invoices shall be in United States of America dollars and include all
taxes liable.


 


2.             Fibranova
must pay invoices in United States of America dollars within thirty days of
their date of issue.


 


3.             Any
delay in payment of invoices shall constitute default on the part of Fibranova,
in which case, it shall pay Oxinova conventional interest at the maximum rate
allowed for by law for credit transactions in foreign currency.


 


Clause Seven: NEW PRODUCTS


 


If Fibranova requires new products that
involve technological development, Oxinova must draft a working plan to
implement said developments. The plan must clearly state the objectives of
Fibranova, the parameters within which its objectives shall be considered as
being fulfilled and the methodology to be used.


 


The cost of developing and introducing new
products shall be divided between Oxinova and Fibranova as follows:


 


a.             Oxinova
shall pay the cost of developing new products;


 


b.            Fibranova
shall pay the cost of raw material, electricity, machine time, etc., for the
manufacture of the boards.


 


c.             Price.
(i) If the test boards manufactured along with the new products are
accepted as saleable units, the price of the products shall be set using the
relevant price formula, and (ii) if the test boards manufactured along
with the new products are rejected as saleable units, the price of the new
products shall be equivalent to the variable production cost.


 


Clause Eight: QUALITY CONTROL


 


The parties may appoint a quality control
company by mutual agreement who, at the request of either party, shall check
that product specifications are being met. The parties shall each pay half the
cost of quality control.


 


Clause Nine: DURATION


 


1.             The
effective term of the Contract shall be fifteen years as firm the first day on
which Oxinova sends the first delivery of products to Fibranova.


 


2.             Once
the initial term of fifteen years has expired, the Contract may be renewed for
successive periods of five years, provided that neither party provides the
other party notice to the effect that it does not wish to renew the Contract,
at least six months before it is due to expire.


 





















 


Clause Ten: ADVANCE TERMINATION


 


Either party may request advance termination
of the Contract if the other party is in repeated and serious breach of the
Contract. Any breach must be qualified by an arbitrator beforehand, as
established in the arbitration clause hereof. All damage and injury caused must
be indemnified.


 


Clause Eleven: COMPETITIVE
OFFER


 


Fibranova may receive valid and reliable
offers from third parties during the effective term of the Contract for the
supply of products similar to those supplied hereunder, under price and/or
quality conditions, such that the combination of price and specific consumption
results in Fibranova paying a lower cost per production unit of board than that
which it pays for the products supplied by Oxinova (any offer must be backed up
with suitable evidence), and provided that said offer is:


 


a)              For
a quantity equivalent to at least 100% of the requirements of Fibranova
forecasted for the following twelve months;


 


b)             For
products that meet the same technical specifications as the products subject
matter hereof;


 


c)              Made
under similar conditions to those of the Contract, and


 


d)             Made
at a value of at least 2% less than what Fibranova pays for use of the products
of Oxinova.


 


If these conditions are met, Fibranova must
continue purchasing resin products from Oxinova for one year, and Oxinova must
reduce the price of the product equivalent to that offered by third parties by
50%, or reduce the supply that it must sell at a lower price by 50%, at its own
discretion. Fibranova must purchase from third parties the requirements
established by Oxinova, which must be no less than 20% of total consumption and
under terms that are as favorable as those established in the offer.


 


For the purpose of this clause and if
Fibranova purchases part of its consumption from third parties during this
year, it shall be expressly established that the minimum guaranteed consumption
shall not be altered, provided that Fibranova maintains a minimum consumption
of 22,400 tons a year – dry base -, although also taking into account purchases
from third parties, which shall also apply for calculating factor C.


 


After twelve months and provided that the
offer received is still valid, Oxinova may, at its own choice, either meet the
price and conditions of the third-party offer, or unilaterally terminate the
Contract, without having to compensate Fibranova.


 





















 


Clause Twelve:  TESTING OF ADHESIVES


 


Throughout the effective term of the Contract
and with a view to carrying out quality and performance tests, Fibranova may
purchase adhesives from third parties, although it must keep Oxinova informed
at all times of tests carried out and the results thereof. Likewise, the
duration of these tests and the quantity to be purchased must be agreed
beforehand with Oxinova. It is expressly established that this prerogative does
not alter the obligation of Fibranova to purchase all its products from Oxinova
in accordance with the terms hereof.


 


Clause Thirteen: FORCE MAJEURE


 


1.             Neither
party shall be liable for any delay, loss, damage or breach of its obligations
hereunder (except for the obligation to pay a sum of money that has become
due), if the same is a result of circumstances of force majeure or an act of
God, as defined by the legislation and custom of the Republic of Venezuela.


 


The party that claims circumstances of force
majeure or an act of God must immediately advise the other party to such effect
and provide an estimate of how long the circumstance will last.


 


2.             If
the circumstances of force majeure or the act of God last for more than nine
months, the party affected must proceed to meet the obligations hereunder
affected thereby, as it shall be understood that the circumstances of force
majeure or the act of God have been overcome.


 


Clause Fourteen: ARBITRATION


 


1.             Any
doubt or disagreement that arises between the parties under the Contract or any
of its complementary or amendatory documents, regarding construal, performance,
validity, termination or any other cause related hereto, shall be submitted to
arbitration in accordance with the Regulations of the Arbitration Center of the
Cámara de Comercio de Santiago A.G (the Santiago Chamber of Commerce), the
provisions of which are evidenced in the public document dated December 10,
1992, granted before Sergio Rodriguez Garces, Notary Public for Santiago, which
the parties agree to acknowledge and accept, being an integral part of this
clause.


 


2.             The
arbitrator shall be appointed by mutual agreement of the parties. If the
parties fail to agree, they shall confer an irrevocable authorization on the
Cámara de Comercio de Santiago A.G. so that, at the request of either party, it
may appoint an arbitrator from among the panel of arbitrators of said
organization.


 


3.             The
ruling given by the arbitrator may not be appealed against; therefore, the
parties expressly waive their right to do so. The arbitrator shall be
specifically authorized to rule on any matter related to his or her
competence and/or jurisdiction.


 


4.             If
the Arbitration Center of the Cámara de Comercio de Santiago A.G. ceases to
function or exist during the time in which the arbitrator is to be appointed,
the arbitrator shall be appointed through the ordinary courts by an
attorney-at-law who is or has been a


 





















 


rector or director of the Faculty of Legal
and Social Sciences of the Universidad de Chile or the Universidad Católica de
Chile, both in Santiago, or a senior lecturer, either ordinary or
extraordinary, in civil, commercial or procedural law, who has held such
position or post at the aforementioned universities.


 


5.             Arbitration
proceedings shall be conducted in Santiago de Chile.


 


Clause Fifteen: LEGISLATION


 


The applicable legislation for all purposes
hereof shall be that of the Republic of Venezuela.


 


Clause Sixteen: DIVISIBILITY


 


If any of the provisions hereof is invalid or
remains ineffective under applicable legislation, it shall be understood that
the Contract shall be cancelled while said provision remains invalid, and that
the remainder of the Contract shall remain in full force and effect.


 


Clause Seventeen: DOMICILE


 


The parties state their domicile to be
Caracas, Venezuela, for the purpose hereof.


 


IN WITNESS THEREOF the parties sign four copies of the Contract
on the date specified in the header section hereof.


 


[Illegible signature]


Edmundo Puentes Ruiz


In representation of OXINOVA


 


[Illegible signature]


Julian Sanchez del Valle


In representation of FIBRANOVA


 


[Illegible signature]


Fernando de Solminihac Tampier


In representation of FIBRANOVA