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CREAMERY ACT, 1928
FORM OF AGREEMENT FOR PURCHASE OF MILK SUPPLY.
THIS AGREEMENT, made the day of BETWEEN THE DAIRY DISPOSAL COMPANY, LIMITED, having its registered office at 42–43 St. Stephen's Green, Dublin (hereinafter called the Vendors, which expression shall be deemed to include its successors and assigns where the context so admits or requires), of the one part, and a Society incorporated under the Industrial and Provident Societies Act, 1893 (hereinafter called the Purchasing Society, which expression shall be deemed to include its successors and assigns where the context so admits or requires), of the other part: WHEREAS in the year 1926 the Irish Agricultural Organisation Society, Limited, with a view to aiding the Dairying Industry in Ireland, opened negotiations for the acquisition of the business and undertakings of the Condensed Milk Company of Ireland (1924), Limited, and of the Newmarket Dairy Company, Limited, to the end that redundant creameries might be eliminated with resultant benefit to the said Dairying Industry: AND WHEREAS the said Irish Agricultural Organisation Society, Limited, being unable by its proper funds to finance such a purchase, requested the Government of Saorstát Eireann to make due provision for the acquisition of the said business and undertakings, which the said Government duly agreed to do: AND WHEREAS the Vendors were duly incorporated under the Companies Acts with the object of facilitating the allotment and distribution of the business and undertakings of the said two Companies to and among selected Co-operative Creamery Societies, and the entire issued capital of the said two Companies is now held by or in trust for the Vendors: AND WHEREAS the Vendors are taking all necessary steps to put the said Condensed Milk Company of Ireland (1924), Limited, and the Newmarket Dairy Company, Limited, into liquidation forthwith: AND WHEREAS the milk supply from redundant creameries hitherto owned by the Condensed Milk Company of Ireland (1924), Limited, or the Newmarket Dairy Company, Limited (hereinafter called the Companies) in the area adjacent to the Purchasing Society, and portion of the milk supply from creameries not purchased by the Purchasing Society from the Companies, or either of them, has by virtue of the various hereinbefore recited matters been rendered available for allotment to the Purchasing Society by the Vendors: AND WHEREAS by resolution of the Committee of Management of the Purchasing Society dated the day of , 192 , it was resolved that the Purchasing Society should pay to the Vendors a price for the said milk supply calculated at the rate of £1 for each gallon of the said supply as at the peak day of the year , such payment to be spread over eight yearly instalments, with simple interest not exceeding 5½ per cent. per annum on the amount outstanding for the time being, and that shares should be issued by the Purchasing Society to the suppliers so as aforesaid obtained by the Purchasing Society to cover the amount of the said purchase money, and that the amount payable on the shares so issued should be earmarked for the payment of the said purchase price: PROVIDED ALWAYS that in a case where such an issue of shares might impose an undue hardship or work or injustice, the parties hereto may request the Inspectors of the Department of Lands and Agriculture to certify what number of shares should be issued and to what suppliers, and such certificate shall be final and binding between the parties: AND WHEREAS the Purchasing Society is prepared and hereby undertakes to issue shares to all former suppliers of milk to the Companies or either of them in the said area who have or will become members of the Purchasing Society: NOW IT IS HEREBY AGREED as follows:—
1. The Vendors agree to sell or procure to be sold by the Companies, or the Liquidators thereof, to the Purchasing Society, and the Purchasing Society agree to purchase on the terms and conditions hereinafter appearing, the said milk supply.
2. The purchase price of the said milk supply shall be ascertained hereafter, as is by this agreement hereinafter provided, and the said purchase price shall be paid by the Purchasing Society in eight equal yearly instalments, payable in manner hereinafter appearing, with simple interest at the rate of £5 10s. per cent. per annum on the amount for the time being outstanding, and the payments of the said instalments and interest shall be secured to the Vendors as hereinafter mentioned.
3. The Department of Lands and Agriculture, through its Inspectors or Inspector, shall with all convenient speed ascertain and certify what new milk supply shall have been obtained by the Purchasing Society from suppliers to redundant creameries, or to creameries not purchased by the Purchasing Society of the New-market Dairy Company, or of the Condensed Milk Company (1924), Limited, or either of them respectively, by reason of the matters aforesaid, and shall further certify what was the gall-onage received as at the peak day of the year from such suppliers of the said Companies or either of them respectively. Both parties hereto agree to accept such finding and certificate as finally and conclusively binding between them, and the purchase price of the supply so as aforesaid obtained by the Purchasing Society, which supply shall be deemed to have been purchased by the said Purchasing Society from the Vendors, shall be taken to be a sum equal to £1 for every gallon of the supply certified as having been received by the Companies or either of them from the aforesaid suppliers as at the peak day of the said year : PROVIDED ALWAYS that if within days of receiving the said certificate the Purchasing Society shall object to the calculation of the purchase price upon the above basis, then said Department, through its Inspector or Inspectors, shall certify the amount of the milk supply received by the said Purchasing Society from such new suppliers as at the peak day of the year , and on such second certificate being furnished it shall be finally binding between the parties hereto as is hereby agreed, and the purchase price of the supply so as aforesaid obtained by the Purchasing Society shall thereupon be taken to be a sum equal to £1 for every gallon of the supply certified as having been received by the Purchasing Society as at the peak day of the year.
4. The Purchasing Society shall covenant to pay to the Vendors the said purchase monies, with interest thereon as aforesaid, from day of , by eight equal yearly instalments, whereof first shall fall due on the 1st day of November, , and the succeeding payments on the 1st day of November in each successive year, with the addition to each instalment of all interest due to the date of payment of the said instalment.
5. In any of the following events the entire balance of the purchase monies then remaining unpaid, and all interest thereon shall become immediately payable, and all securities therefor shall become immediately enforceable:—
(a) If any instalment of principal or interest or any part thereof shall remain unpaid for thirty days after the same shall have become due.
(b) If the Purchasing Society ceases to carry on its business.
(c) If an order shall be made, or a special or extraordinary resolution be passed, for winding-up the Purchasing Society.
(d) If the Purchasing Society commits a breach of any of the covenants, agreements, or provisions in any mortgage or agreement entered into between the Purchasing Society and the Vendors, and on its part to be observed and performed.
6. By way of security for the payment of the purchase monies and interest, the Purchasing Society shall charge the capital of the shares issued as hereinbefore recited with the repayment of the said purchase price, and the Purchasing Society shall covenant and agree that so long as any part of the said purchase monies shall remain unpaid the Purchasing Society shall, either by a deduction per gallon on the price of milk purchased by it from the holders of such shares, or in such other way as the Purchasing Society may decide, call up in each year so much of the said capital at that time uncalled on such shares as may be required, to provide for the payment to the Vendors of the instalment falling due in that year. The monies so deducted on foot of the said calls shall be paid into a separate account in the joint names of the Vendors and the Purchasing Society, and shall be applied for the purpose only of paying to the Vendors the instalments of purchase money and interest as and when the same shall become payable to them as aforesaid. The Purchasing Society shall not, until the repayment in full of the last and all previous instalments of the total sum to be paid to the Vendors under these presents and all interest thereon, make any calls whatsoever on the capital of the said shares save as aforesaid, nor apply any part of any sum received on foot of any call made in accordance with the foregoing provisions other than towards the reduction of the total sum to be paid to the Vendors under these presents. Provided that on the happening of any of the events specified in Paragraph 5 hereof, the Purchasing Society, if required by the Vendors so to do, shall forthwith call up the remainder of the capital at that time uncalled on the said shares, or so much thereof as shall be required, in addition to any other monies of the Purchasing Society available for the purpose, and any sum outstanding to the credit of the joint account aforesaid, to repay to the Vendors the total amount then outstanding on foot of the purchase money and interest due to the Vendors under and by virtue of these presents, and shall pay the monies received on foot of such calls into the joint account aforesaid to be applied for the sole purpose of paying to the Vendors the sum then due on foot of the purchase money and interest. The said charge upon the capital of the said shares shall be prepared by the Vendors, and shall contain such powers and provisions and be in such form as the Vendors may reasonably require, and shall be executed immediately after the assurance of the premises to the Purchasing Society.
7. The Purchasing Society hereby agrees with the Vendors to make such alterations and additions in its rules as may be reasonably required by the Vendors for the purpose of making provision for the following matters:—
(1) For carrying into effect the provisions of these presents and for securing the payment of the purchase monies in manner hereinbefore agreed.
(2) For ensuring so far as may be lawful that members shall sell milk only to the Purchasing Society.
(3) For regulating the number of Ordinary Shares to be held by members.
(4) For the payment of calls on shares of members by deductions out of the price payable to them for milk supplied.
(5) For the issue of Loan Guarantee Shares as further security for the payment of the purchase monies and interest in the event of the new shares issued to new members not proving sufficient to cover the amount of the purchase money.
(6) For regulating the power of the Committee of the Purchasing Society to sanction the transfer of shares.
(7) For regulating the appointment of auditors and stock-takers and the approval of such appointments by the Department of Lands and Agriculture.
(8) For the holding of audits and stocktakings.
Such alterations and additions shall apply to all former suppliers of milk to the Companies or either of them who have or will become members of the Purchasing Society, and shall remain in force until the purchase monies hereinbefore contracted to be paid, and all interest thereon, shall have been paid to the Vendors.
8. The Purchasing Society shall accept the title of the Companies to the said milk supply without search or enquiry as good and sufficient in all respects, and shall make no objection or requisition in respect of the same on any point or matter whatever.
9. The purchase shall be completed on the day of and the Purchasing Society will be entitled on that date to a proper assignment of the milk supply. The Purchasing Society shall not require the concurrence of any person other than the Liquidators of the Companies and the Vendors in the assignment to them, and shall make no objection on the ground that any other person ought to be and is not a party.
10. Until the actual completion of the purchase the Purchasing Society shall not be let into possession of the said milk supply or of the rent or profits arising therefrom, and until that date the business to which the said milk supply is attached shall be carried on by the Vendors for their own profit and advantage.
If from any cause whatever other than wilful default of the Vendors the purchase shall not be completed on or before the date fixed for completion, the Purchasing Society shall pay to the Vendors interest on the instalment of the purchase money payable on that date at the rate of 6 per cent. per annum from that date until completion of the purchase, together with all costs and expenses incurred by the Vendors in carrying on the said business in the interval between the date fixed for completion and the date of actual completion, and shall not be entitled to any compensation for the Vendors' delay or otherwise, but this stipulation shall be without prejudice to the Vendors' rights under any other of these conditions.
11. If the purchase shall not be completed by the date fixed for completion through failure of the Purchasing Society to comply with any of these conditions, the Vendors shall be at liberty to rescind the sale to the Purchasing Society and to re-sell the said milk supply; the loss (if any) arising out of such re-sale and all expenses attending same shall be made good and paid by the Purchasing Society as liquidated damages, and any increase of price on such re-sale shall belong to the Vendors.
12. Every act or thing which the Vendors may by virtue of these presents be bound to do or perform shall for the purposes of this agreement be deemed to have been done or performed by them if done or performed by the Liquidators of the Companies or Company.
IN WITNESS whereof the Vendors have hereunto affixed their corporate seal and the Purchasing Society, under resolution of its Committee dated the day of , 192 , has hereunto affixed its seal the day and year first in these presents written.