Corn Supply Agreement

This Corn Supply Agreement (“Agreement”) is entered into on January 15, 2025, between Cargill, Incorporated, a Minnesota corporation with its principal place of business at 15407 McGinty Road West, Wayzata, Minnesota 55391, United States (“Supplier”), and Gruma, S.A.B. de C.V., a Mexican corporation with its principal place of business at Río de la Plata No. 407, Colonia Cuauhtémoc, México, D.F. 06500, México (“Purchaser”).

1. Product Specifications

1.1 Commodity: Yellow dent corn (#2 U.S. Grade or better)
1.2 Quantity: 50,000 metric tons per delivery, with quarterly deliveries totaling 200,000 metric tons annually
1.3 Quality Standards: Corn shall meet or exceed USDA standards for #2 Yellow Corn with maximum moisture content of 15.5%, maximum damage of 5.0%, and maximum foreign material of 3.0%
1.4 Genetically Modified Organism (GMO) Status: Corn delivered under this Agreement may contain genetically modified varieties approved by relevant U.S. regulatory authorities

2. Delivery Terms

2.1 Delivery Schedule: Quarterly shipments shall be delivered FOB Gulf Coast ports, with specific delivery dates to be confirmed thirty (30) days prior to each shipment
2.2 Transportation: Purchaser shall arrange and pay for ocean freight, marine insurance, and all costs associated with transportation from the delivery point to destination
2.3 Force Majeure: Neither party shall be liable for delays caused by acts of God, government regulations, labor disputes, or other circumstances beyond their reasonable control

3. Pricing and Payment Terms

3.1 Base Price: Price per metric ton shall be determined based on Chicago Board of Trade (CBOT) corn futures for the delivery month, plus a premium of USD $25.00 per metric ton
3.2 Price Fixation: Purchaser may fix prices for specific shipments up to six (6) months in advance of delivery
3.3 Payment Terms: Payment shall be made via irrevocable letter of credit payable at sight, established thirty (30) days prior to each shipment date

4. Regulatory Compliance and GMO Provisions

4.1 Import Compliance: Purchaser acknowledges that corn delivered may contain genetically modified varieties and represents that such corn complies with current Mexican import regulations for GM corn used in animal feed and industrial applications
4.2 Regulatory Changes: In the event of changes to Mexican regulations affecting the importation of genetically modified corn, the parties agree to negotiate in good faith to modify this Agreement as necessary to ensure continued compliance
4.3 Segregation Requirements: Should Mexican authorities require segregation of GM and non-GM corn, additional costs for identity preservation and testing shall be borne by Purchaser
4.4 Documentation: Supplier shall provide all necessary certificates of origin, phytosanitary certificates, and GMO status declarations required by Mexican customs authorities

5. Quality Assurance and Testing

5.1 Sampling and Analysis: Independent inspection and sampling shall be conducted at the loading port by a mutually agreed upon inspection agency
5.2 Quality Disputes: Any quality disputes must be raised within fifteen (15) days of vessel arrival at destination port
5.3 Mycotoxin Levels: Corn shall meet Mexican maximum residue limits for aflatoxins and other mycotoxins as specified in current NOM standards

6. Contract Duration and Termination

6.1 Term: This Agreement shall remain in effect for a period of two (2) years from the effective date, with automatic renewal for additional one-year periods unless terminated by either party with ninety (90) days written notice
6.2 Termination for Cause: Either party may terminate this Agreement immediately upon material breach by the other party, following thirty (30) days written notice and opportunity to cure

7. Governing Law and Dispute Resolution

7.1 Governing Law: This Agreement shall be governed by the laws of the State of Delaware, United States
7.2 Arbitration: Any disputes arising under this Agreement shall be resolved through binding arbitration under the rules of the International Chamber of Commerce, with proceedings conducted in English in Chicago, Illinois

8. Miscellaneous Provisions

8.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements relating to the subject matter hereof
8.2 Amendment: This Agreement may only be modified by written instrument signed by both parties
8.3 Notices: All notices required hereunder shall be sent via certified mail or internationally recognized courier service to the addresses specified above

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

CARGILL, INCORPORATED
By: _________
Name: Sarah M. Johnson
Title: Vice President, Grain Trading
Date: January 15, 2025

GRUMA, S.A.B. DE C.V.
By: _________
Name: Roberto González Barrera
Title: Director General
Date: January 15, 2025

Source Attribution

Subject Field Selection: This subject field of this text was selected based on students’ interest in the fact that Mexico imports so much of its corn from the United States. We discovered this fact when doing the subject field survey activity in week 3 in our fall 2026 rendition of this class at UIC, Mexico City.

Contract Adaptation: This educational contract is adapted from the Ethanol Supply Agreement between VeraSun Energy Corporation and Cargill, Incorporated, filed with the SEC on August 11, 2006. The original agreement has been substantially modified for educational purposes, changing the commodity from ethanol to corn and updating terms to reflect current market conditions and regulatory environment.

Sources Consulted:

Note: This is an educational document created for translation practice. It should not be used for actual commercial purposes.