Exh. 10.1.22
Purchase Order - TLER Associates Ltd.
ORDER DATE: JANUARY 10, 2000
MAIL ORIGINAL INVOICE AND ONE COPY DIRECT TO:
Suite C, Regent Center East
P.O. Box F-40132
Freeport, Grand Bahamas, Bahamas
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To: Beacon Power Corporation Ship To: To be determined at time of
0X Xxxx Xxxxxx shipment
Xxxxxx, XX 00000
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TAX REQUIRED DATE TERMS SHIP VIA
Before 6/30/2001 Net 30 TBD
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F.O.B. Vendor Order No. Freight Other
Factory, Woburn, Ma.
ITEM# PART/MODEL# DESCRIPTION QUANTITY UNIT PRICE TOTAL PRICE
1.) Beacon 2 KWH Flywheel Energy Sys. 100 $15,000 $1,500,000.00
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SUBTOTAL: $,1500,000.00
SALES -------------
SHIPPING/HANDLING: TBD
OTHER: Installation TBD
TOTAL CHARGES: TBD
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P.O. Numbers Must Be Referenced On Each Package,
Packing Slip, Invoice, And/Or Any Other
Correspondence. Please Enter Our Order for the
Goods Described Herein, Subject to the Terms and
Provisions Set Forth on the Face And Reverse Side
of this Purchase Order.
By: /s/ X. Xxxx
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AGREEMENT FOR THE SALE OF GOODS
This Agreement for the Sale of Goods ("Agreement") made and effective this
January 10, 2000, by and between Beacon Power Corporation, A Massachusetts
Corporation ("Seller") and TLER Associates Ltd., A Bahamas Corporation
("Buyer").
Seller desires to sell to Buyer, and Buyer desires to purchase from Seller,
certain tangible personal property.
NOW, THEREFORE, in consideration of the mutual promises herein contained, the
parties hereto agree as follows:
1. SALE.
Seller agrees to sell, transfer and convey to Buyer, and Buyer agrees to
purchase the following tangible personal property (the "Goods"): one hundred
(100), Beacon 2 KWH Flywheel Energy Storage Systems.
2. PRICE.
Buyer shall pay Seller for the Goods the sum of fifteen thousand dollars
($15,000) for each unit. Buyer shall make payment of the purchase price in full
within thirty (30) days following delivery of the Goods by Seller provided
herein, subject to Buyer's right of inspection as set forth in Section 4 below.
In the event that the purchase price is not timely paid, in addition to its
other remedies, Seller may impose, and Buyer shall pay, a late payment charge
equal to one percent (1%) of the overdue amount each month.
3. SHIPPING.
Seller shall deliver the goods to a shipper (selected by Buyer) as follows:
Beacon Power Factory, 0X Xxxx Xxxxxx, Xxxxxx, XX 00000. Buyer shall be solely
responsible for the expenses associated with shipping. The risk of loss from any
casualty to the Goods, regardless of the cause, shall be upon Buyer upon the
delivery of the Goods to Buyer's shipper as set forth herein. When practicable,
Seller will follow Buyer's requested shipping instructions. If none are
requested, Seller will use it discretion in selecting an appropriate
transportation method.
4. RIGHT OF INSPECTION.
Buyer shall have the right to inspect the goods on arrival at Buyer's facility.
Within thirty (30) business days after delivery, Buyer must give notice to
Seller of any claim with respect to the condition, quality or grade of the Goods
or non-conformance to this Agreement, specifying the basis of the claim in
detail. Seller may, at its option inspect the Goods at Buyer's facilities to
confirm that the Goods do not conform. Failure of Buyer to comply with these
conditions within the time set forth herein shall constitute irrevocable
acceptance of the Goods by Buyer. In the event the Goods do not conform to this
Agreement, Buyer's sole remedy and Seller's sole obligation, shall be at
Seller's option to replace the Goods at Seller's expense or credit Buyer the
amount of the purchase price for the non-conforming goods. Return shipping shall
be the responsibility of Seller.
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5. IDENTIFICATION OF GOODS.
Identification of the Goods shall not be deemed to have been made until both
Buyer and Seller have specified that the Goods are to be appropriated to the
performance of this Agreement.
6. WARRANTY.
Seller warrants that the Goods shall be free of all liens and encumbrances at
the time of delivery, except for any lien or encumbrance created or permitted to
be created by Buyer. Seller warrants that it is the owner of the Goods or
otherwise has the right to sell the Goods and otherwise perform Seller's
obligations set forth in this Agreement and neither knows, nor has any reason to
know of the existence of any outstanding title or claim of title hostile to the
rights of Seller in the Goods. Seller also warrants that the Goods shall be of
good material and workmanship and free of material defects for a period of three
years following delivery to Buyer. If any of the Goods sold hereunder do not
conform to this limited warranty, Buyer shall notify Seller not more than five
days following the end of the warranty period and for any Goods that do not
conform to this warranty, Buyer's sole remedy, and Seller's sole obligation,
shall be to replace the defective Goods at Seller's expense or to refund the
purchase price. EXCEPT AS SET FORTH HEREIN, SELLER MAKES NO WARRANTY TO BUYER
WITH RESPECT TO THE GOODS, AND BUYER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE.
7. TRANSFER OF TITLE.
Title to and ownership of the goods shall not pass from Seller to Buyer until
Buyer has paid in full the purchase price to Seller.
8. LIMITATION OF LIABILITY:
In no event shall Seller be liable for any special, indirect, incidental or
consequential damages arising out of or connected with this Agreement or the
Goods, regardless of whether a claim is based on contract, tort, strict
liability or otherwise, nor shall Buyer's damages exceed the amount of the
purchase price of the Goods.
9. TAXES.
Buyer shall pay or reimburse Seller as appropriate for any sales, use, excise or
other tax imposed or levied with respect to the payment of the purchase price
for the Goods or the conveyance of title in the Goods to Buyer. In no event
shall Buyer be responsible for any tax imposed upon Seller based upon Seller's
income or for the privilege of doing business.
10. NOTICES.
Any notice required by this Agreement or given in connection with it, shall be
in writing and shall be given to the appropriate party by personal delivery or
by certified mail, postage prepaid, or recognized overnight delivery services.
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If to Seller:
Beacon Power Corporation
6D Xxxx Xxxxxx
Xxxxxx, XX 00000
If to Buyer:
TLER Associates Ltd.
Suite C, Regent Center East
P.O. Box F-40132
Freeport, Grand Bahamas, Bahamas
11. GOVERNING LAW.
This Agreement shall be construed and enforced in accordance with the laws of
the state of Massachusetts.
12. FINAL AGREEMENT.
This Agreement terminates and supersedes all prior understandings or agreements
on the subject matter hereof. This Agreement may be modified only by a further
writing that is duly executed by both parties.
13. SEVERABILITY.
If any term of this Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, then this Agreement, including all of the remaining
terms, will remain in full force and effect as if such invalid or unenforceable
term had never been included.
14. HEADINGS
Headings used in this Agreement are provided for convenience only and shall not
be used to construe meaning or intent.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first above written.
Beacon Power Corporation TLER Associates Ltd.
By: /s/ Xxxxxxx Xxxxxxx By: /s/ Xx. Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxxx Xx. Xxxxxxx Xxxxxx
Chief Executive Officer Chief Financial Officer
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