EXHIBIT 10.22
SALE AND LEASE AGREEMENT
BETWEEN
XXXXXXX XXXXX SALES & LEASING, L.P.
AND
XXXX OIL VIRGIN ISLANDS CORP.
for the
SALE AND LEASE OF MACHINERY AND EQUIPMENT
SALE AND LEASE AGREEMENT
BETWEEN
XXXXXXX XXXXX SALES & LEASING, L . P.
AND
XXXX OIL VIRGIN ISLANDS CORP.
for the
SALE AND LEASE OF MACHINERY AND EQUIPMENT
ARTICLE 1. GENERAL RECITALS
1.01. This is a contract encompassing the sale and lease of certain
machinery, equipment, rigging materials, and inventory between XXXXXXX XXXXX
SALES & LEASING, L.P., whose principal place of business is located at 0000 Xxxx
Xxxxxx Xxxx, Xxxx Xxxxxxx, Xxxxxxxxxxxx, referred to as "XXXXXXX," and Xxxx Oil
Virgin Islands Corp., whose principal place of business is located at P.O. Box
127, Kingshill, St. Croix, U.S. Virgin Islands, referred to as "HOVIC." HOVIC
and XXXXXXX may be collectively referred to as the "Parties." The effective date
of this contract is August 1, 1996.
1.02. XXXXXXX xxxxx, purchases, and leases machinery and equipment,
including cranes, manlifts, aerial platforms, forklifts, rigging material and
other related heavy equipment products, to and from commercial and industrial
users.
1.03. HOVIC owns, operates, maintains, and services an extensive inventory
of heavy equipment at its refinery site at St. Croix, Virgin Islands.
1.04. HOVIC has determined that it would be of economic benefit to sell,
transfer, and assign its ownership and title to certain machinery and equipment
at its refinery facility at St.
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Croix, Virgin Islands and Xxxxxxx is willing to acquire and purchase such
machinery and equipment.
1.05. HOVIC has determined that it would be of economic benefit to lease
certain machinery and equipment at its refinery facility at St.
Croix, Virgin Islands and Xxxxxxx is willing to lease to HOVIC such machinery
and equipment.
1.06. The terms of this contract are intended by the Parties as a final
expression of their Contract with respect to such terms.
ARTICLE 2. MACHINERY AND EQUIPMENT
2.01. HOVIC agrees to sell and XXXXXXX agrees to purchase the machinery and
equipment as described in Exhibit "A," attached to and made a part of this
Contract (the "Machinery and Equipment"), pursuant to the terms and conditions
set forth herein.
For purposes of Article 2.01, Xxxxxxx is defined to include its affiliates,
who may by way of assignment by Xxxxxxx, purchase certain items of the Machinery
and Equipment from HOVIC. Notwithstanding any assignment, as provided herein,
Xxxxxxx shall remain solely responsible for payment of the purchase price for
the Machinery and Equipment as specified in Article 4.
2.02. The Parties intend the description of the Machinery and Equipment to
be for purposes of identification of the Machinery and Equipment to this
Contract and to be made part of the basis of this bargain.
ARTICLE 3. WARRANTIES
3.01. HOVIC warrants that at the time of title transfer, it will be lawful
owner in every respect of all the Machinery and Equipment and that it is free
and clear of all liens, security agreements, encumbrances, claims, demands, and
charges of every kind whatsoever.
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3.02. HOVIC warrants that all manufacturers' warranties covering the
Machinery and Equipment, to the extent assignable, are hereby sold, transferred,
and assigned to XXXXXXX.
3.03. EXCEPT AS PROVIDED IN SECTIONS 3.01 AND 3.02, RESPECTIVELY, THE
MACHINERY AND EQUIPMENT DESCRIBED IN THIS CONTRACT ARE SOLD ON AN "AS IS" BASIS,
AND HOVIC DISCLAIMS ANY IMPLIED WARRANTIES WITH RESPECT TO THE MACHINERY AND
EQUIPMENT, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
ARTICLE 4. PRICE
4.01. The purchase price for the Machinery and Equipment that are the
subject matter of this contract is $610,000.00 ("Purchase Price").
4.02. The terms of payment of the purchase price for the Machinery and
Equipment are as follows:
XXXXXXX shall wire transfer funds to an account designated by HOVIC in an
amount equal to the Purchase Price for those items of the Machinery and
Equipment as are being delivered to XXXXXXX. Payment of the Purchase Price shall
be made in exchange for requisite documents of title and a Xxxx of Sale
identifying those items of the Machinery and Equipment being delivered to
XXXXXXX. The exchange of the referenced documentation shall be made by HOVIC'S
agent to ANTHONY'S agent at St. Croix, United States Virgin Islands.
ARTICLE 5. SHIPMENT AND DELIVERY
5.01. Sale, delivery, and passage of title to the Machinery and Equipment
shall be F.O.B. St. Croix, United States Virgin Islands.
5.02. The risk of loss of the Machinery and Equipment will pass to Xxxxxxx
upon tender
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of documents of title at St. Croix, United States Virgin Islands.
Notification of Delivery
5.03. As soon as the Machinery and Equipment are
available for delivery, HOVIC will send immediate notification to XXXXXXX as to
that fact and inform XXXXXXX as to the dates and times at which XXXXXXX may take
delivery.
Right to Inspection
5.04. XXXXXXX or its designated agents shall have the right to inspect and
inventory all of the Machinery and Equipment at HOVIC's refinery site at St.
Croix, Virgin Islands. Subsequent to such inspection by XXXXXXX and prior to
delivery by HOVIC, HOVIC shall maintain the Machinery and Equipment in the same
condition as when inspected by XXXXXXX.
5.05. If XXXXXXX rejects any items of the Machinery and Equipment, the
rejected items of the Machinery and Equipment will be immediately returned to
HOVIC.
5.06. XXXXXXX will not be charged for items of the Machinery and Equipment
properly rejected as being nonconforming under the requirements of this
Contract. The expenses of inspection will be borne by XXXXXXX except in any
instance in which items of the Machinery and Equipment properly have been
rejected.
ARTICLE 6. LEASE OF MACHINERY AND EQUIPMENT
6.01. Subsequent to the effective date of this Contract, HOVIC agrees to
lease from XXXXXXX certain machinery, equipment, and other items on a bare
rental basis, pursuant to and in accordance with the terms and conditions of a
Master Rental Agreement for Bare Rental Equipment attached hereto as Exhibit
"B," and made a part of this Contract (the "Master Rental Agreement").
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ARTICLE 7. ASSIGNMENT AND DELEGATION
7.01. Except as provided in the Master Rental Agreement no right or
interest in this contract shall be assigned by XXXXXXX or HOVIC, and no
delegation may be made of any obligation owed by XXXXXXX or HOVIC. Any attempted
assignment or delegation shall be void and totally ineffective for all purposes
with the putative assignor or delegator being liable for any damages that are a
consequence of any attempted assignment or delegation.
ARTICLE 8. REMEDIES AND LIABILITIES
8.01. In addition to the remedies provided in the Master Rental Agreement,
the remedies of XXXXXXX under this Contract are the right of rejection as
specified in Sections 5.05 and 5.06, and those remedies available to Xxxxxxx at
law or in equity.
8.02. In addition to the remedies provided in the Master Rental Agreement,
the remedies of HOVIC under this Contract are the right to repair or replace any
items of the Machinery and Equipment properly rejected by XXXXXXX as
nonconforming, and those remedies available to HOVIC at law or in equity.
ARTICLE 9. NOTICES
9.01. All notices required under the Contract will be in writing and
delivered in person, by facsimile, or sent by certified mail and if to HOVIC,
to:
Xxxx Oil Virgin Islands Corp.
X.X. Xxx 000
Xxxxxxxxx
Xx. Xxxxx, X.X. Xxxxxx Xxxxxxx 00000
Attention: Xx. Xxxxxx Xxxxxx
and, if to CONTRACTOR, delivered in person, by facsimile, or sent by certified
mail addressed to:
XXXXXXX XXXXX LEASING, L.P.
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0000 Xxxx Xxxxxx Xxxx
Xxxx Xxxxxxx, Xxxxxxxxxxxx
ATTN: Xxxxxxx Xxxxx
9.02. Effective date of notice will be the date of receipt.
ARTICLE 10. MISCELLANEOUS
10.01. If any portion of this Contract is held to be unenforceable for any
reason by a court or authority of competent jurisdiction, then such portion will
be deemed to be stricken and the remainder of this Contract shall continue in
full force and effect.
10.02. This Contract is an integrated document covering the entire
agreement of the Parties and supersedes any prior communications relating to the
terms and conditions of this Contract and may not be modified except by written
amendment signed by the authorized representatives of both Parties.
10.03. None of the obligations of this Contract shall be deemed to be
waived by either Party unless such obligation is waived, in writing, by an
authorized representative of such Party.
10.04. The Parties acknowledge that the transaction that is the subject
matter of this Contract bears a reasonable relation to the State of Pennsylvania
and agree that the law of Pennsylvania, without regard to any conflict of law
provisions, will govern their rights and duties.
10.05. Execution, delivery, and performance of this Contract by the
Parties is expressly
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conditioned on the execution, delivery and performance of that certain Sale
Agreement between XXXXXXX and AMERADA XXXX CORPORATION for the sale of Machinery
and Equipment.
Signed this 25/th/ day of July, 1996.
XXXX OIL VIRGIN ISLANDS CORP.
By: /S/ X. Xxxxxxxx
-----------------
/s/ X. Xxxxxxxx
----------------------------
Printed Name
Vice President
----------------------------
Title
WITNESS
By: __________________
XXXXXXX XXXXX SALES & LEASING, L . P.
By: /s/ Xxx X. Xxxxxxx
------------------
Xxx X. Xxxxxxx
----------------------------
Printed Name
Chief Executive Officer
----------------------------
Title
WITNESS
By: __________________
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