Sample Business Contracts

Equipment Purchase Agreement - Nathaniel Ltd. and Ripe Touch Greenhouses Inc.

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                          EQUIPMENT PURCHASE AGREEMENT

     THIS  AGREEMENT,  entered  into this  14th day of  December,  1995,  by and
between  NATHANIEL,  LTD, a Colorado  Corporation,  with its principle  place of
business located at 4871 N. Mesa Drive, Castle Rock, CO 80104 (SELLER), and Ripe
Touch Greenhouses, Inc., a Delaware Corporation, whose principal address is P.O.
Box 69, Castle Rock, Colorado 80104 (BUYER).


     WHEREAS,  Buyer desires to purchase form Seller and Seller  desires to sell
to Buyer certain system equipment, plus installation,  permitting, and technical

     NOW  THEREFORE,  in  consideration  of the mutual  promises  and  covenants
contained  herein and other good and  valuable  consideration,  the  receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

     1. SYSTEM EQUIPMENT DESCRIPTION:  Seller agrees to sell and Buyer agrees to
Buy the system equipment and electrical  instrumentation described on Exhibit A,
attached hereto.

     2. PURCHASE PRICE:  Subject to the terms of paragraph three (3) below,  the
total purchase price to be paid by Buyer to Seller for the system  equipment and
electrical  instrumentation  described  herein  shall  be  $1,585,000.00  F.O.B.
Lakewood Colorado.

     3. PAYMENT: Buyer shall pay to Seller the purchase price as follows:

     40% of the  purchase  price  ($634,000.00)  to be paid upon signing of this
agreement. 50% of the purchase price ($792,500.00) will be paid upon shipment of
product from manufactor.  Balance of 10% of the price ($158,500.00) will be paid
upon  following  installation  and  testing  of the system  equipment,  and upon
receipt of the  necessary  Emission  Permit or Letter of Compliance as described
within section 11 of this agreement.

     4.  TITLE - RISK OF LOSS AND  INSURANCE:  Buyer will  provide  the Seller a
certificate  of  insurance.  Title to and risk of loss for all  equipment  to be
supplied  hereunder  by Seller  shall pass to Buyer upon  arrival of same at the
Power Paper,  Inc. Site:  provided  however,  that Buyer shall grant to Seller a
present and continuing  security  interest in the equipment  supplied  hereunder
until  Seller has been paid in full  pursuant to the terms  hereof.  Buyer shall


promptly execute and deliver such documentation as may be required by Seller, in
proper form, to perfect Seller's security interest under the Uniform  Commercial
Code or any other relevant statute, law, or regulation.  Buyer will not cause or
permit any other security interest,  lien, encumbrance or claim to attach to the
system which shall have priority over or be ahead of Seller's security interest,
as described  herein,  and Buyer  authorizes  Seller to make any public  filings
necessary  to  perfect or  maintain  its  security  interest  under the  Uniform
Commercial Code, or any other relevant statue, law, or regulation.

     Until Seller has received full payment of the purchase price,  Seller shall
have all rights and  remedies of a Seller and secured  party as  established  or
permitted  upon  agreement by the Uniform  Commercial  Code,  in addition to all
other rights as  established  herein,  which rights and remedies,  to the extent
permitted by law, shall be cumulative.

     From the time of receipt  of the  equipment  to be  supplied  hereunder  by
Seller until  payment in full has been  received for same by Seller,  Buyer will
maintain  insurance coverage on the equipment supplied hereunder by Seller in an
amount  sufficient to pay any outstanding  sums due or that will become due from
Buyer to Seller for said equipment.  Seller will be listed as a named insured on
all such  insurance  coverage..  If so  requested  by  Seller,  Buyer will cause
certificates  of  insurance  to be  supplied  to Buyer to verify  the  insurance
coverage  described  herein is in place.  Such  insurance will not be materially
reduced or canceled without the prior written consent of Buyer.

     5. INSTALLATION:  As per Exhibit B. Buyer shall provide the building needed
to house the system equipment, complete with the electrical wiring necessary for
installation of the system equipment.

     6. TRAINING AND  OPERATIONAL  INSTRUCTION:  Seller shall provide Buyer with
all the instructional  documentation  supplied by the manufacturer of the system
equipment  described in Exhibit A. In  addition,  Seller will train a reasonable
number of Buyer's  personnel  in the  operation  and  maintenance  of the system
equipment described in Exhibit A.

     7.  WARRANTY:  All  manufacturers  warranties  supplied  to  Seller  by the
manufacturers of the equipment  described in Exhibit A will be passed through to
Buyer.  Each item of  equipment  to be  supplied  will  strictly  conform to the
individual specifications set forth on Exhibit A, attached hereto. The equipment
will be free from defects in design,  material, and workmanship,  both latent or
patent, and will be fit for the use reasonably intended.

the equipment  listed on Exhibit A will meet or exceed the performance  criteria
listed for same on Exhibit  A, and meet or exceed  the  requirements  of the Air


Quality Permit to be obtained by Seller for Buyer for the completed  system,  so
long as:

     a.   The equipment has not been damaged or in any way altered by Buyer;

     b. The  equipment  has been  operated and  maintained  in  accordance  with
manufacturer's instructions;

     c. The fuel supply to the Thermal  Combustor  conforms to the  requirements
set forth in Exhibit B, attached hereto; and,

     d. Seller  approves,  in writing,  the  contents of any Air Quality  Permit
Application(s)  for the system,  prior to the Seller's filing of the application
with  appropriate  governmental air quality  agencies,  whether they be Federal,
State, or local.

     Seller shall be responsible  for,  indemnify and hold harmless  Buyer,  its
employees,  agents,  guests,  invitees,  and  tenants  from any and all  claims,
damages,  fees,  expenses,  and costs for personal  injury and  property  damage
caused by or resulting from Seller's performance hereunder,  or from the actions
or  conduct of  Seller,  its  employees,  agents  and  representatives  provided
however, that Seller shall not be liable for special or consequential damages.

     Buyer shall be responsible  for,  indemnify and hold harmless  Seller,  its
employees,  agents,  guests,  invitees,  and  tenants  for any  and all  claims,
damages,  fees,  expenses,  and costs for personal  injury and  property  damage
caused by or resulting from Buyer's performance  hereunder,  or from the actions
or  conduct  of Buyer,  its  employees,  agents  and  representatives;  provided
however, that Buyer shall not be liable for special or consequential damages.

     Each party represents and warrants to the other that:

          a. It has or will have the requisite  power,  authority,  licenses and
     permits to execute and perform under this Agreement;

          b. The  execution and  performance  of this  Agreement  have been duly
     authorized  by, and are in  accordance  with the legal  purposes  of,  each

          c. The execution and  performance of this Agreement will not result in
     any breach or violation  of, or  constitute a default  under an  agreement,
     instrument, or document to which either party may be a party;

          d.  Neither  party has  received  any  notice,  nor to the best of its
     knowledge is there pending or threatened any notice,  that the terms of the
     Agreement would violate any applicable laws, ordinances, regulations, rules
     or decrees which would  materially  adversely affect its ability to perform
     under this Agreement;

          e. It has provided to the other party all records requested pertaining
     to this Agreement,  and all information  contained  therein is, to the best
     knowledge of the party  supplying  such  records,  true and accurate in all
     material respect;

          f. All  approvals  required  hereunder  by  either  party  will not be
     unreasonably  withheld and will be supplied with adequate  timeliness so as
     not to delay, hinder or obstruct the performance of the other party.

     9.  ALTERATIONS TO THERMAL  COMBUSTOR:  Notwithstanding  the requirement of
numbered  paragraph  eight (8), above, at such time as the system in on line and
in operation,  should Buyer alter or modify the Thermal Combustor in a way that,
in  the  opinion  of  Seller,   improves  the  Thermal  Combustors  performance,
reliability,   or  suitability,   Seller  and/or  Seller's   Thermal   Combustor
manufacturer or supplier,  their agents, heirs, or assigns, shall have the right
to incorporate such alteration or modification into other Thermal  Combustors it
sells without any requirement to pay to Buyer, their agents,  heirs, or assigns,
any royalty or other use fee.

     10. CONFIDENTIAL INFORMATION: Any information,  drawings, manuals, or other
documents  delivered  or supplied by either party hereto to the other and marked
"Confidential,"  shall be received and treated by the receiving party in secrecy
and confidence  and shall not be used by said  receiving  party for any purpose,
except in furtherance of the terms of this  Agreement;  provided  however,  that
such confidential  information may be disseminated  within the receiving party's
own organization only to the extent reasonably  required to fulfill the terms of
this Agreement.

     11.  CONDITIONS  PRECEDENT:  Seller's  obligations  to supply the equipment
described on Exhibit A and Buyer's  obligations to purchase same are conditional
on the following:

          a. An Air Quality  Permit,  which  shall have been  applied for by the
     Buyer by the date of execution of this agreement, and which shall be issued
     and  approved by any and all  agencies,  the  approval of which is required
     prior to continuous  operation of the system and closing of this agreement.
     The time for  issuance of the Air Quality  Permit may be extended by mutual
     agreement of the parties;

     12.  PATENT INDEMNITY:  Seller shall defend, indemnify and hold Buyer
harmless against all claims,  actions, costs and liability resulting from actual
or alleged patent  infringement,  domestic or foreign, in the use and/or sale of
the equipment  listed on Exhibit A, provided that Buyer gives Seller a notice of
claim or  action  against  Buyer  within  ten (10)  days of the date of  receipt
thereof by Buyer, and Buyer permits Seller to control the defense thereof.

     Seller may, at its expense and at its option,  with the  approval of Buyer,
either (i) procure for Buyer and its  customers the right to continue to use the
equipment that is the subject of claim or action or (ii) modify the equipment so
that it becomes  noninfringing,  so long as the  performance  is not  altered or
reduced thereby or the warranties affected in any manner; or (iii) accept return
of the equipment subject to the claim or action and refund the pro-rata share of
the  purchase  price or replace  the  equipment  with a unit of equal or greater

     This numbered  paragraph  twelve (12) shall  constitute  the sole remedy of
Buyer for patent  infringement and shall constitute the sole liability of Seller
for patent infringement.

     13.  FORCE  MAJEURE:  Force  Majeure  shall mean any cause or causes  which
wholly or partly prevent or delay the  performance of obligations  arising under
this Agreement and shall include,  without limitation by enumeration,  an act of
God, explosion,  accident,  fire, epidemic,  landslide,  lightning,  earthquake,
storms,  flood or similar  cataclysmic  occurrence;  an act of the public enemy,
war,  blockade,  insurrection,  riot,  civil  disturbance,   sabotage,  strikes,
lockouts,  or other labor difficulties;  unavailability of labor, fuel, power or
raw materials,  plant breakdowns or equipment failure due to cause(s) beyond the
reasonable  control  of  the  affected  party;  inability  to  obtain  supplies;
restrictions  or  restraints  imposed by law or by rule,  regulation or order of
governmental authorities,  whether Federal, State or local; action or failure to
act of governmental authorities;  interruption or other loss of utilities due to
causes beyond the reasonable  control of the affected Party; and any other cause
beyond the  reasonable  control of the Party relying on such cause to excuse its
performance hereunder.

     In the event  that the  parties  are  unable in good  faith to agree that a
Force  Majeure  event has  occurred,  the parties  shall  submit the dispute for
arbitration  pursuant to numbered Paragraph 14, below,  provided that the burden
of proof as to whether an event of Force Majeure has occurred  shall be upon the
party claiming an event of Force Majeure.

     If either  party is  rendered  wholly or  partially  unable to perform  its


obligations  under this Agreement  because of a Force Majeure event,  that party
shall be excused  from  whatever  performance  is affected by the Force  Majeure
event to the extent so affected, provided that:

          a. The  non-performing  party,  within a  reasonable  period after the
     occurrence of the inability to perform due to a Force  Majeure  event,  (i)
     provides  written  notice  to the  other  party of the  particulars  of the
     occurrence,  including an estimation of the event's  expected  duration and
     probable  impact on the performance of its obligation  hereunder,  and (ii)
     continues to furnish  timely,  regular  reports with respect thereto during
     the period of Force Majeure;

          b. The  non-performing  party shall exercise all reasonable efforts to
     continue to perform its  obligations  hereunder and remedy its inability to
     so perform;

          c. The non-performing  party shall provide the other party with prompt
     notification of the cessation of the event of Force Majeure, giving rise to
     the excusal from performance and,

          d. No obligation of either party that arose prior to the occurrence of
     the event of Force Majeure shall be excused as a result of such occurrence.

     Nothing in this  Paragraph 13 shall  require the  settlement of any strike,
walkout, lockout or other labor dispute on terms which, in the sole judgement of
the party involved in the dispute, are contrary to that party's interest.  It is
understood  and agreed that the  settlement  of strikes,  walkouts,  lockouts or
other labor disputes shall be entirely within the discretion of the party having
the difficulty.

     14. ARBITRATION:  If the parties are unable to resolve a dispute hereunder,
either party may serve upon the other a demand that the matter be arbitrated, in
which case the  dispute  shall be  resolved by  arbitration  conducted  by three
arbitrators in accordance with the commercial  arbitration rules of the American
Arbitration  Association.  The decision of the arbitrators on any issue shall be

     15. CHANGES: Buyer, without invalidating this Agreement,  may order changes
in the type or quantity of equipment to be supplied by Seller hereunder,  within
the general scope of the Agreement;  provided that any such change shall entitle
Seller to an  equitable  adjustment  in purchase  price  and/or the time allowed
Seller for performance. No such change in the scope of supply shall be performed
by Seller until so ordered, in writing, by Buyer.

     16. STATE LAW: It is the  intention of the parties that this  Agreement and
its performance  hereunder shall be governed by and construed in accordance with
the laws of the State of Colorado and that, in any action, special proceeding or


other proceeding that may be brought,  arising out of, in connection with, or by
reason of this Agreement,  the laws of the State of Colorado shall be applicable
and shall be given to the  exclusion of any other forum,  without  regard to the
jurisdiction  in which any action or special  proceeding may  instituted.  Legal
actions regarding this Agreement may be brought only in the State of Colorado.

     17. NO WAIVER:  No  provision  of this  Agreement  may be waived  except by
agreement  in  writing,  signed by the  waiving  party.  A waiver of any term or
provision of this Agreement shall not be construed as a waiver of any other term
or provision.

     18. BINDING EFFECT: This Agreement shall be binding upon the parties, their
heirs, legal representatives, successors and assigns.

     19.  CONSTRUCTION:  The singular shall include the plural, the plural shall
include the singular and the  masculine  and neuter shall  include the feminine,
wherever the context so requires.

     20.  SEVERABILITY:  If any  provision of this  Agreement is declared by any
court of competent  jurisdiction  to be invalid for any reason,  such invalidity
shall not affect the remaining  provisions.  Such remaining  provisions shall be
fully  severable and this  Agreement  shall be construed and enforced as if such
invalid provisions never had been inserted in this Agreement.

     21.  AMENDMENT:  This  Agreement may be amended,  altered or revoked at any
time,  in whole or in part, by filing with this  Agreement a written  instrument
setting forth such changes, signed by Buyer and Seller.

     22. NOTICES: All notices required to be given by this Agreement shall be in
writing  by either  personal  delivery  to the party  requiring  notice,  with a
written  receipt,  or by mailing  such  notice to the last known  address of the
party  requiring  notice  by  certified  mail,  return  receipt  requested.  The
effective  date of such notice shall be the date of receipt of such notice.  The
current addresses of the parties are as follows:

SELLER:  Nathaniel, Ltd.
         4871 N. Mesa Dr.
         Castle Rock, CO 80104
         Att: Stan Abrams, President

BUYER:   Ripe Touch Greenhouse, Inc.
         P.O. Box 69
         Castle Rock, Co 80104
         Att: James Woodley, Secretary


     23. ASSIGNMENT: Neither party to this Agreement shall assign its rights and
obligations under this Agreement.  except by merger or operation of law, without
prior  written  consent  of  the  other  party,   which  consent  shall  not  be
unreasonably withheld.

     24. TIME OF ESSENCE:  It is  understood  by and between the parties  hereto
that time is of the essence of this Agreement.

     25. WHOLE  AGREEMENT:  This  agreement is intended to represent  the entire
agreement  between the parties hereto.  Any oral  agreements or  representations
entered into or made prior to the  execution of this  Agreement  are  considered
merged hereunto and made a part hereof.

     IN WITNESS  WHEREOF,  the parties have executed this  Agreement the day and
year first above written.

Nathaniel, Ltd. (SELLER)                RipeTouch Greenhouse,Inc. (BUYER)

By: /s/_________________                By: /s/______________________
         Stan Abrams,                               James Woodley
         President                                  Secretary

By: ___________________

By: ___________________


                                    EXHIBIT A

Equipment to Be Supplied by:

Nathaniel, Ltd.
Ripe Touch Greenhouses,  Inc.
Calahan, Co

3    - 1,000 HP Thermal Combustor Model 1,000 HP, BTU 35,000,000 per hour, Steam
       34,500 lbs. per hour;

3    - Computerized Controller Systems,

3    - Secondary  Ash Auger  with  Drive and 1 HP Motor,  Length  10'  overall,
       diameter 9" and with water proof shaft seal;


Walking Floor Storage
Feed system from walking floor to WCS surge bin.