Exhibit 10.03
SALES AGREEMENT
by and between
The Quantum Group, Inc.
Tustin, California
and
Fonds Concept GmbH. + Co. Recycling Dresden KG
Germany
for
Supply and Installation of PressMaster
Product Manufacturing Equipment
& REVULCON processing equipment
in
Chemnitz, Germany
December 11, 1998
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SALES AGREEMENT
THE QUANTUM GROUP, INC.
This Agreement is made and entered into this day of December 11, 1998
by and between the Quantum Group, Inc., a Nevada corporation ("Seller") and
FOND'S CONCEPT GMBH + CO. RECYCLING DRESDEN KG ("Buyer"). Seller has
agreed to sell, and Buyer has agreed to purchase, PressMaster 100 press
machine and other REVULCON equipment, as per EXHIBIT A under the terms and
conditions set forth below. Accordingly the parties, intending to be
legally bound thereby, agree as follows:
1. IDENTIFICATION OF PRESSMASTER. The equipment to which this
Agreement relates is a Eurectec PressMaster Press, Model No. 100, for
product manufacture together with additional REVULCON EQUIPMENT: AS PER
ATTACHED LIST EXHIBIT A. (collectively the "PressMaster and other REVULCON
equipment to schedule"). Unless otherwise specified herein, Seller will
have manufactured the PressMaster/ancillary equipment for the express
purpose of fulfilling this Agreement.
2. AGREEMENT TO PURCHASE. a) Buyer agrees to purchase from Seller
equipment package, and Seller agrees to sell to Buyer, the PressMaster 100
including additional REVULCON equipment for the total Purchase Price of
DM 5,870,052.00 PER EXHIBIT A.
b) PAYMENTS. Payment of 30% is due and payable at the time
of signing this agreement with the balance due at the time of shipment of
the equipment with the presentation of clean "on-board" bills of lading in
sight duly legalized (partial payments allowed) and is to be wire
transferred to the following account details: Beneficiary: The Quantum
Group, Inc. Account # 023 758 644 ABA Route # 1220 16066 City National
Bank, 0000 XxxXxxxxx Xxxxx, Xxxxxxx Xxxxx, XX 00000 XXX.
The prices quoted do not include any taxes applicable in the United States.
Total purchase price quoted INCLUDES : freight and insurance of a common
carrier chosen by Seller, and equipment installation, but excludes
extraordinary shipping services that may be required by Buyer and cost of
installation.
The REVULCON machines are supplied from Germany and the local
Mahrwertsteuer taxes at the rate of 16% will be added.
Taxes which the Seller must pay or collect with respect to the sale of the
PressMaster equipment (other than income taxes) shall be added to the total
purchase price and shall be payable by Buyer upon delivery of the
PressMaster and other equipment.
Buyer bears the risk of loss for the PressMaster and other equipment after
delivery, in accordance with Buyer's instructions.
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SALES AGREEMENT
THE QUANTUM GROUP, INC.
3. DELIVERY DATE.
1 # Revulcon machine can be delivered and installed by December 21, 1998.
The balance of the equipment will be delivered and installed during the
first half of 1999 per an agreed program to be confirmed.
In the event of loss during shipment, actual delivery shall be delayed a
reasonable time to allow Seller to collect insurance and effect repairs or
replacement.
4. OBLIGATIONS OF SELLER.
Seller agrees to make available to Buyer via telephone, or in person at
Buyer's premises (at Buyer option), such of Seller's personnel as Buyer
reasonably deems necessary for the purpose of instructing and training
Buyer's employees in the operation and maintenance of the Press Master in
connection with the uses proposed to be made by Buyer of the PressMaster,
provided such instruction and training is performed during initial
installation of the PressMaster.
Unless otherwise agreed in writing, Seller shall pay transportation and
lodging costs for Seller's personnel required to travel to Buyer's location
and Seller shall bear all other costs of providing such services.
5. BUYER'S INSTALLATION OBLIGATIONS. Buyer shall be responsible to
obtain all necessary inspections, licenses and permits for the installation
and operation of the PressMaster presses. Buyer acknowledges that the
total purchase price for the PressMaster 100 and other equipment does not
include any power hook-ups pads or floor reinforcement required in Buyer's
facility prior to installation.
Buyer shall reimburse Seller for any additional costs of Seller's training
and installation personnel occasioned by Buyer's failure to properly
prepare the installation site.
WARRANTY Seller makes no warranty. Seller hereby passes to Buyer the
manufactures warranty. Manufacturer to guarantee the equipment supplied
for a period of twelve (12) months, not exceeding 18 months from shipment
date. The guarantee does not cover electrical equipment for which
manufacturer will pass on the appropriate guarantee from each sub-vendor
supplier. The guarantee does not cover consumable parts. Parts or
components found defective during the guarantee period will be replaced or
repaired depending on the vendors choice. The guarantee period will
commence with the installation of the equipment. Damages caused by the
modifications brought about by the buyer and not conforming to the
specifications, or which have been previously approved in writing by the
Vendor, are not covered by the guarantee. Damages to the equipment caused
by using spare parts purchased by buyer and without vendor's approval, or
due to modifications purchased in contrast with specifications, are not
covered by this guarantee. The guarantee does not cover damages caused by
the introduction on the equipment of dangerous materials, such as but not
limited to, screws, bolts, or material other than that for which the
equipment has been specifically designed.
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SALES AGREEMENT
THE QUANTUM GROUP, INC.
Any use of the PressMaster equipment other than as stated in the
Seller's maintenance manuals supplied with the Press shall constitute
abuse. The nominal cycle time of the PressMaster is between 5 and 15
minutes depending upon the thickness and density of the products being
manufactured. If we consider the machine is idle for maintenance and other
different factors, the effective capacity of the PressMaster must be
calculated at APPROX. 80% of the nominal capacity.
In the event of any defects covered by this warranty, Seller will
remedy such defects by repairing or replacing any parts found to be
defective.
This warranty is limited to parts and labor only and does not include
any labor other than the removal and replacement of any defective parts.
This shall be the exclusive remedy for all claims whether based on
contracts, negligence, or strict liability, Seller or vendor shall not, in
any event, be liable for any loss of the use of any equipment or incidental
or consequential damages or commercial loss.
The Warranties set forth in this Agreement are exclusive and in lieu
of all other warranties expressed or implied including without limitation
any warranty of merchantability or fitness for a particular purpose.
Seller shall not be liable to Buyer for any delay or failure in
performance caused by acts beyond Seller's reasonable control, including
without limitation, acts of God, war, vandalism, sabotage, accidents,
fires, floods, strikes, labor disputes, mechanical breakdown, shortages or
delays in obtaining suitable parts or equipment, material, labor or
transportation, acts of subcontractors, interruption of utility services,
acts of any unit of government or governmental agency, or any similar or
dissimilar cause.
The maximum liability, if any, of the Seller for all direct damages,
including without limitation contract damages and damages for injuries to
persons or property, whether arising from Seller's breach of this
Agreement, breach of Warranty, negligence, strict liability, or other tort
with respect to the goods, or any services in connection with the goods, is
limited to an amount not to exceed the price of the particular goods. In
no event shall Seller be liable to Buyer for any incidental, consequential,
or special damages. The right to recover damages within the limitations
specified is Buyer's exclusive alternative remedy in the event that any
other contractual remedy fails of it's essential purpose.
7. SPECIFICATION -- ENGINEERING CHANGES. Specifications contained
in Seller's quotation or brochures and illustrations were in effect at the
time of the quotation or of printing of brochures and illustrations.
Seller reserves the right to make design or specification changes without
notice; provided that any such change shall not materially reduce the
production capacity of the PressMaster. Unless incorporated herein by
specific reference, such specifications do not form a part of this
Agreement.
8. DEFAULT - REMEDIES. In the event of the failure by Seller to
fulfill any material term or condition of this Agreement prior to the
Seller's notice of its readiness to make delivery of the PressMaster, which
failure remains uncured ten (10) days after receipt by Seller of written
notice thereof, Buyer shall be entitled to withhold all unpaid amounts and
to seek the return of any amounts previously paid to Seller, and Buyer
shall be under no further obligation to Seller hereunder. In the event of
failure by Buyer to purchase the equipment in accordance with Section 2
hereof, other than as a result of Seller's default hereunder, and if such
failure remains uncured ten (10) days after receipt by Buyer of written
notice thereof, Seller shall be entitled, at its own option to terminate
this Agreement.
However, under these circumstances, all amounts previously paid by Buyer
hereunder to the seller, will by used by the seller as liquidated damages
to cover all costs associated with the establishment of the Buyer's
purchase order.
9. MUTUAL REPRESENTATION. The individuals executing this Agreement
on behalf of each of the parties hereto represents and warrants to the
other party that he or she has full power and authority to act for and bind
the party for whom he or she purports to act, and this Agreement has been
authorized by all necessary corporate action, if applicable.
10. MISCELLANEOUS. (a) This Agreement represents to entire agreement
of the parties with respect to the subject matter hereof, and supersedes
any prior written or oral expressions of the parties with respect to such
subject matter. This agreement may be amended or modified only in writing
by each of the parties hereto.
(b) The goods herein described are to be manufactured in Canada and
Europe and delivered to Europe. However, the parties agree that a contract
resulting herefrom in the United States, shall be deemed a US contract and
shall be construed in accordance with the Laws of Orange County,
California, United States, other than principles of conflicts of Law.
Buyer hereby: (i) agrees that the courts of the Orange County,
California United States who shall the exclusive jurisdiction to adjudicate
any matter arising out of or as a result of this Agreement,
(ii) consents to the jurisdiction of each such court,
(iii) waives any objection it may have to the laying of
venue of any such suit in court, and
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SALES AGREEMENT
THE QUANTUM GROUP, INC.
(iv) irrevocably designates the Director of the Orange
County Department of Commerce as its agent in California , United States to
receive service of any process in any such suit in the United States.
(c) The addresses of each of the parties for the purpose of any notice
required or permitted to be given hereunder shall be as indicated following
such parties signature, and Notice addresses may be changed by giving
notice to the other party. Notices shall be effective upon delivery to the
notice address by personal delivery, overnight express service, mail or
facsimile transmission (with hard copy to follow by first class mail).
IN WITNESS WHEREOF, the parties have caused this agreement to be
executed by their duly authorized officers on the date and year first above
written.
Seller > > > > > > The Quantum Group, Inc.
WITNESS:
/s/ Xxxxx X. Xxxxx BY: /s/ Xxxxxxxxxx Xxxxxxx
Xxxxx X. Xxxxx -------------------
Xxxxxxxxxx Xxxxxxx
President & CEO
Notice address:
00000 Xxxxxx Xxxx,
Xxxx., X
Xxxxxx, XX 00000, XXX
Tel : (000) 000-0000
Fax : (000) 000-0000
Buyer > > > > > > Fonds Concept GmbH + Co.
Recycling Dresden KG
WITNESS:
__________________ BY: /s/ Johann Bredgens
Name: ---------------
Johann Brendgens
Principal
Notice address :
Xxxxxxxxxx. 00,00000 Xxxxx,
Xxxxxxx
Tel : 00 0000 00000
Date : December 11th, 1998 Fax : 00 0000 000000
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SALES AGREEMENT
THE QUANTUM GROUP, INC.
EQUIPMENT COSTS SUMMARY -EXHIBIT "A"
------------------------------------
Crumb rubber product manufacturing Equipment:
Xxxxx XX
Part A - PressMaster 100 :
(sub section One)
1/. PressMaster 100 press with 2 sets
of top plates: 1/ with flat base plus 6 plates
attached for pressing mats 2/ with flat base
plus 2 plates for pressing wave or dog bone
pattern in each of three sizes :0.75", 1.5" and 2"
all complete with PressMaster feed xxxxxx )
2/. Blend master )
3/. Sets of molds :
-------------
a/ dog bone pattern for 1 press side
made of 2 plates each 23.5" x 34.5" )
b/ wave pattern for 1 press side made
of 2 plates each 23.5" x 34.5" )
c/ door mats (2 press sides) with 6 mats
per side (12 total) with each mat being
24" x 16" in five (5) designs )
4/ FlockMaster & Glue Master
(610 mm wide) )
subtotal: (inclusive items 1-4 )
--------- ---------------------- DM 0,708,037
-- ---------
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SALES AGREEMENT
THE QUANTUM GROUP, INC.
Xxxxx XX
--------
sub total carried:
------------------ 0,708,037
---------
5/ Flocking material (2 mm)
16 boxes @ 25 pounds
400 pounds @ $6.75 = $2,700 0,008,100
6/ Flocking glue :
4 # buckets @ 25 kg. = 100 Kg. @ $6.75
= $675 0,002,025
7/ Polyurethane :
4 # drums @ 470 pounds x $0.78/pound
say $500 0,001,500
sub total : -----------
0,719,622
---------
(sub section 2)
8/ FlockMaster machine :
(1000 mm wide) 0,260,535
9/ ScreenMaster (glue) machine : 0,075,500
10/ CureMaster : 0,064,355
Total Part A : DM 1,120,052
-------------- -- ---------
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SALES AGREEMENT
THE QUANTUM GROUP, INC.
Part B - Revulcon machinery :
-----------------------------
(sub section 1) Xxxxx XX
--------------- --------
1/ REVULCON Callander press with
accessories Each DM 1, 150,000^
_______________________________
sub total: DM 1,150,000 1,150,000
(sub section 2)
-------------
1/ REVULCON Callander Press
with accessories Each DM 1,200,000 x 3 # = 3,600,000
Total Part D : DM 4,750,000
-------------- -- ---------
SUMMARY :
---------
Item : Xxxxx XX
------- ---------
Part A - PressMaster 100 package 1,120,052
Part B- REVULCON package 4,750,000
Total : DM 5,870,052
------- -- ---------
Notes :
^ This machine can be delivered and installed 12/21/98
1/ PressMaster 100 package shipped form California and is net of any
local taxes which may become payable upon arrival in Germany
2/. Revulcon machines are supplied from Germany and the local
Mehrwertsteuer taxes at the rate of 16% will be added
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