PURCHASE AGREEMENT – PLASMA CONVERTER SYSTEM
Exhibit 10.40
PURCHASE
AGREEMENT – PLASMA CONVERTER SYSTEM
This
sales agreement is for the sale of goods and services for a 10 TPD (rated)
Plasma Converter Systems (PCS) to process Municipal Sold Waste type material.
The agreement is made between STARTECH Environmental Corporation, (hereinafter
“Company”) a corporation organized and existing under the laws of the State of
Colorado, U.S.A. with its principal office at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ and Plasma Processing Technologies Limited (hereinafter,
“Customer”), a corporation organized and existing under the laws of England and
Wales, having its principal place of business at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇
▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇.
Goods and
Services
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Company
will design, furnish and deliver (FOB, Bristol, CT); a 10 TPD PCS
integrated Startech Environmental Corporation Plasma Converter System
(PCS). Equipment for the use and disposal of the Plasma Converted Gas
(PCG) has not been included in this sales
agreement.
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Company
shall furnish Startech parts and accessories required for integration of
the Plasma Converter System equipment and skids specified in Exhibit
D.
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The
Company will provide on-site startup and systemization training services
at Customers site location to coordinate the PCS installation after the
Plasma Converter Systems arrive on site. The scope of this service
includes up to 10 man weeks of a Company engineer/technician at Customer’s
location, travel and living expenses
included.
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The
Company will provide the customer’s operators training and operator
certification.
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The
Company will provide a two (2) year
warranty.
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The
Company will provide a comprehensive spare parts
kit.
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List
of the comprehensive spare parts kit to be provided within six months of
signing this Agreement.
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Shipment, Delivery and
Startup
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Company
shall deliver FOB, Bristol, CT the 10 TPD PCS System, targeted for release
from its Bristol, CT plant on or about 12 months from the executed date of
this Purchase Agreement or sooner, provided that notice is given 60 days
from the date of this Order, however not to be sooner than ten months from
the date of signing of this Agreement and payment of the initial down
payment specified in Exhibit C. The company will also provide at a cost
pass thru service the management of the packing, shipping, transportation
and insurance from our Bristol, CT facility to the site
destination.
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Customer
shall receive, provide support to Company to unload, and store each
shipment of components of the System, as may be required, at the Customer
Premises. However, Customer shall not uncrate or unpack such components
without prior permission and/or supervision from
Company.
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Upon
final delivery of the system to the site location by the Customer, it will
take approximately 2 months for system installation, training and startup
with Company coordination and
support.
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Startech
shall provide control documents (“ICD”) that specify various systems
support - utility requirements.
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Training and
Documentation
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Company
shall provide Customer with four (4) sets [two (2) in English; and two (2)
in Polish] of training course materials and operating documentation
materials for each of the Plasma Converter Systems. The training consists
of the following items:
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1)
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System
Installation Manual and Operating and Maintenance
Manuals.
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2)
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Training
for operating and maintenance personnel for up to four (4) operators for
the PCS. The specific training to be conducted by the Company includes the
following major areas:
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PCS
Operations and maintenance
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Troubleshooting
(What if Analysis)
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Control
System Procedures (System Start-up, Processing & Shutdown
Protocols)
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One
(1) week of equipment familiarization orientation and training will be
conducted at the Company facility in Bristol, CT for the Customer
personnel indicated above. This orientation excludes all
travel and living expenses for the Customer’s personnel which are the
responsibility of the Customer.
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Customer
Requirements
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Provide
a Customer Facility (building) for installation of the Plasma Converter
System with required utility hookups at the Plasma Converter System skid
locations (i.e. appropriate electrical power, water
etc.).
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Customer
is responsible for packing, shipping and transportation from our Bristol,
CT factory to the final site
location.
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The
Company will provide technical supervision for the installation and
commissioning of the Plasma Converter System (PCS) equipment installation.
The Customer shall provide on-site contractor and craft labor and
construction equipment in support of Startech field personnel during
installation.
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Grant
to Company Personnel access to the Customer Premises, including the
System, Customer Facilities, and Customer Equipment, as may be necessary
or appropriate for Company to perform its responsibilities under this
Agreement.
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Customer
to provide all language translation for all
documentation.
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Customer
will be responsible for permits, if
any.
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Price and Terms of Goods and
Services
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In
consideration of Company's obligations as recited herein, the Customer
shall pay the Total Price of five million four hundred thousand dollars
($5,400,000) for the 10 TPD Plasma Converter System specified in Exhibit
D. The required payment milestone schedule is included in Exhibit
C.
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In
addition to the Total Price, Customer shall duly report and pay all
international, federal, state, local, and other taxes, value added tax
(VAT), customs duties or other charges (other than income or franchise
taxes payable by Company) directly applicable to the sale, installation,
maintenance, or use of the System.
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Where
in any payment, of which the company has received payment, the value of
unfixed materials and or goods has been included and materials and or
goods have been intended for and placed on or adjacent to the
manufacturing facility, the materials and or goods shall be delivered to
the Customer ‘constitum
possessorium’ and shall thereby become property and ownership of
the Customer. The company shall be responsible for any loss or damage, and
the materials or goods shall not be removed, except for the use in the
manufacture of the equipment, without the written authority of the
Customer.
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All
amounts, other than the down payment, not paid by Customer within thirty
(30) days after such amounts become due and payable to Company shall bear
interest at the maximum rate of interest allowed by applicable
law.
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Other Terms and
Conditions
Warranties
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Company
provides a two year product warranty for each Plasma Converter System
(PCS) which initiates upon the scheduled startup date. The specific
warranty provisions are included as Exhibits A and B of this
contract.
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Limitation
of Liability
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In
no event shall Company be liable for any consequential, incidental,
indirect or special damages of any kind whatsoever (including, but not
limited to, lost profits, plant down time, loss of use of the equipment
and claims of third parties) in connection with this agreement, the
equipment or the subject matter of this agreement. notwithstanding
anything to the contrary set forth elsewhere in this agreement, in no
event shall Company be liable for any damages, costs or expenses
(including, but not limited to, reasonable attorneys fees) of any kind in
connection with the sale or use of any equipment sold hereunder in an
amount greater than the amount of the purchase price actually received by
company for such equipment.
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Force
Majeure
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Neither
party shall be liable for any costs or damages attributable to
nonperformance (including delays on the part of Company in making
deliveries hereunder) arising out of any "Event of Force Majeure," which
shall consist of any cause not within its reasonable control and not due
to its fault or negligence.
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Each
party shall give the other party prompt notice of the occurrence of any
Event of Force Majeure that is expected to cause delay hereunder, and the
date of performance by any such party shall be extended for a period not
exceeding the period of delay caused by the Event of Force Majeure
identified in such notice.
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Settlement
of Disputes
Trial by
Jury; Waiver. THE CUSTOMER HEREBY WAIVES ITS RIGHT
TO CLAIM A TRIAL BY JURY WITH RESPECT TO ANY ACTION BY OR AGAINST COMPANY
ARISING HEREUNDER. CUSTOMER ACKNOWLEDGES THAT THE TRANSACTION
EVIDENCED BY THIS NOTE IS A "COMMERCIAL TRANSACTION" WITHIN THE MEANING OF
C.G.S. CHAPTER 903a, AS AMENDED. FOR THE CONSIDERATION AFORESAID, CUSTOMER
HEREBY WAIVES ANY RIGHT WHICH CUSTOMER MIGHT HAVE TO A NOTICE AND A HEARING OR A
PRIOR COURT ORDER, UNDER SAID CHAPTER 903a OR AS OTHERWISE PROVIDED UNDER ANY
APPLICABLE FEDERAL OR STATE LAW, IN THE EVENT THE COMPANY SEEKS ANY PREJUDGMENT
REMEDY AND/OR "EX PARTE" ATTACHMENT OF REAL OR PERSONAL PROPERTY IN CONNECTION
WITH ANY SUIT ON THIS SALES AGREEMENT. CUSTOMER ACKNOWLEDGES THAT BUT
FOR THE ACKNOWLEDGMENT AND WAIVER CONTAINED IN THIS PARAGRAPH, THE COMPANY MIGHT
OTHERWISE HAVE TO ESTABLISH PROBABLE CAUSE AND/OR POST A BOND OR OTHER SECURITY
IN CONNECTION WITH SUCH AN ACTION UNDER THE "DUE PROCESS" CONSIDERATIONS OR
OTHERWISE OF ANY APPLICABLE FEDERAL OR STATE LAW, AND CUSTOMER SPECIFICALLY
WAIVES ANY OF SUCH REQUIREMENTS IMPOSED ON THE COMPANY.
No Strict
Construction. The parties have hereto participated jointly in
the negotiation and drafting of this Sales Agreement. In the event an
ambiguity or questions of intent or interpretation arises under any provision of
this Sales Agreement, it shall be construed as if drafted jointly by the parties
thereto, and no presumption or burden of proof shall arise favoring or
disfavoring any party by virtue of the authorship of any of the provisions of
this Sales Agreement.
Connecticut
Law and Jurisdiction. This Sales Agreement shall be governed
by and be construed in accordance with the laws of the State of Connecticut
without regard to the conflicts of law rules of such state. THE
CUSTOMER HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE
STATE OF CONNECTICUT FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR
RELATING TO THIS SALES AGREEMENT, THE OTHER AGREEMENTS, AND THE TRANSACTIONS
CONTEMPLATED HEREBY. IF THE CUSTOMER DOES NOT MAINTAIN A REGISTERED
AGENT IN CONNECTICUT, THE COMPANY MAY SERVE THE CUSTOMER BY REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO THE CUSTOMER AT THE
ADDRESS SET FORTH HEREIN. THE CUSTOMER IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, (a) ANY OBJECTION TO THE LAYING OF
VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT; AND (b) ANY CLAIM THAT ANY
SUCH PROCEEDING BROUGHT IN SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.
Miscellaneous
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This
Agreement shall be binding upon the successors and assignees of both
parties; provided, however, that no assignment shall be made by either
party without the prior consent of the other. Any attempt by either party
to assign this Agreement or any of the rights or duties hereunder contrary
to the foregoing provision shall be
void.
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Except
for any maintenance agreement that may be entered into by the parties,
this Agreement constitutes the entire agreement between Company and
Customer with respect to Company’s Goods and Services to be supplied to
the Customer in this Sales
Agreement.
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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in
duplicate by their duly authorized corporate officers as of the day and year
first above written.
ACCEPTED
BY PURCHASER (Customer):
Plasma
Processing Technologies Limited
By:
__________________________ Date:
________________________
▇▇▇▇▇▇▇▇▇▇▇▇
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Chairman
and CEO
SELLER:
Startech
Environmental Corporation
BY:
___________________________ DATE:
________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
CEO
Startech
Environmental Corporation