1
TRIPLE I CORPORATION
One Xxxxxx Research Center
000 Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
March 31, 1996
Xxxxx X. Xxxxxx, Chief Financial Officer
Centennial Technologies
00 Xxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000
Re: Purchase Agreement
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Dear Xx. Xxxxx:
This letter serves as written expression of the agreement between Triple
I Corporation ("Triple I") and Centennial Technologies, Inc. ("Centennial"),
whereby Centennial will purchase for Triple I, subject to full reimbursement
from Triple I, components to be used in the manufacture of Triple I products
("Agreement"). This Agreement shall run for a period of March 31, 1996 until
June 30, 1997, and is renewable upon mutual written consent of the parties prior
to the termination of the Agreement.
Upon receipt of a written purchase order from Triple I ("Triple I
Purchase Order"), Centennial agrees to purchase the requested components from
the stated vendor on Centennial's account using Centennial's purchasing system.
Triple I shall negotiate the terms, prices and delivery dates with the vendors
prior to forwarding the Triple I Purchase Order to Centennial, and reflect such
terms in the Triple I Purchase Order. Centennial shall place the orders with the
vendor in a timely manner, according to the terms and conditions stated in the
Triple I's Purchase Order, and forward copies of the documents evidencing the
order ("Centennial Purchase Order") to Triple I.
Centennial shall receive the components at its place of business and
notify Triple I of the receipt within one (1) business day of receipt. Triple I
shall be required to transport the components to its place of business from
Centennial at the sole expense of Triple I.
Centennial shall pay the vendor the cost of the components in a timely
manner. Triple I shall pay Centennial for the components within ten (10) days of
receipt of full payment to Triple I for the sale of the machine within which the
components were installed (the "Due Date"). Centennial agrees to reduce Triple
I's outstanding balance with Centennial accordingly as payment for the
components is received from Triple I. At the times Triple I pays Centennial for
the components, Triple I shall provide Centennial with evidence of the dates on
which Triple I
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Xxxxx X. Xxxxxx, Chief Financial Officer
Re: Purchase Agreement
March 31, 1996
Page 2
received full payment for the sale of the machine within which the components
were installed.
If any payment for components due Centennial hereunder is not received
by Centennial from Triple I within three (3) business days after the Due Date,
then Centennial at any time thereafter may attempt to collect said overdue
payment, through legal proceedings or otherwise, and Triple I will pay all of
Centennial's reasonable legal fees and costs and expenses of collection incurred
in connection with Centennial's attempts to collect said overdue payment. In the
event that any such payment for components is not received by Centennial within
five (5) business days of the Due Date, Centennial, at its option, may assess to
Triple I a late payment fee equal to five percent (5%) of the overdue payment,
payable to Centennial with the overdue payment.
The parties have agreed that Centennial will purchase for Triple I,
subject to full reimbursement from Triple I, components necessary to manufacture
twenty (20) systems, estimated at $3,000,000. By this letter, Centennial
presently authorizes the purchases of components on Centennial's account up to a
total of $750,000 due at any one time. The $750,000 limit may be increased upon
prior written consent of Centennial.
In consideration of Centennial's purchasing services to be provided to
Triple I hereunder, Triple I shall pay to Centennial a one-time fee of $200,000.
No other fees or interest shall be due. Triple I will pay the $200,000 fee in
full in cash on or before May 31, 1996. Centennial acknowledges that Triple I
has granted a prior security interest to its principal lender and that
Centennial has not requested or received any security interest under this
Agreement.
The parties agree that Centennial may terminate this Agreement, at its
sole discretion, if Triple I shall take any voluntary action or be the subject
of any involuntary action seeking bankruptcy, insolvency administration,
receivership or any such similar action without obtaining dismissal of such
action within sixty (60) days after the taking thereof.
No delay or failure by Centennial to exercise any right hereunder, and
no partial or single exercise of any such right, shall constitute a waiver of
that or any other right, unless otherwise expressly provided herein.
This Agreement shall be binding upon and inure to the benefit of the
parties and their legal representatives, successors and assigns.
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Xxxxx X. Xxxxxx, Chief Financial Officer
Re: Purchase Agreement
March 31, 1996
Page 3
The parties have requested that the law firm of X'Xxxxxx, Broude &
Xxxxxxx prepare this document. The parties acknowledge that they have been
advised to review this Agreement with their own legal counsel and other advisors
of their choosing and that prior to entering into this Agreement, they have had
the opportunity to review this Agreement with their attorney and other advisors
and have not asked (or relied upon) X'Xxxxxx, Broude & Xxxxxxx to represent them
in this matter.
By the signatures below, the undersigned agree that this Agreement
constitutes the entire agreement between the parties with respect to the subject
matter hereof, that it may be changed only by a written agreement signed by the
parties, and agree to abide by the terms herein.
TRIPLE I CORPORATION
By:
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Xxxxx Xxxxxxx
Chief Financial Officer
CENTENNIAL TECHNOLOGIES, INC.
By:
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Xxxxx X. Xxxxxx
Chief Financial Officer
