Exhibit 10.19
THIS EQUIPMENT PURCHASE AGREEMENT, dated as of October 2, 2000 (the
"Equipment Agreement"), is by and between ALLOY STEEL INTERNATIONAL, INC., a
Delaware corporation ("ASI"), and KROKO NOMINEES PTY LTD As Trustee for THE
XXXXXXX UNIT TRUST, an Australian entity ("Xxxxxxx").
WHEREAS, ASI desires to purchase from Xxxxxxx, and Xxxxxxx desires to
sell, an Alloy Application Machine known as Machine #2 ("Machine #2"), upon the
terms and subject to the conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual benefits to be derived and
the representations, warranties, conditions and covenants herein contained, and
intending to be legally bound hereby, the parties hereto agree as follows:
ARTICLE I: PURCHASE AND SALE
SECTION 1.01. Sale and Purchase of Assets.
(1) On the Date hereof Xxxxxxx shall sell, transfer, grant, convey
and assign to ASI, its successors and assigns forever, and ASI shall purchase
and receive from Xxxxxxx, all of the right, title and interest in and to Machine
#2.
SECTION 1.02. Consideration. The purchase price is $820,000 in United
States Dollars (the "Purchase Price").
SECTION 1.03. Delivery. Delivery shall be made at ASI's expense to its
plant and will furnish specifications for said delivery.
ARTICLE II: REPRESENTATIONS AND WARRANTIES
SECTION 2.01. "AS IS" Sale.
MACHINE #2 COVERED BY THIS CONTRACT HAS BEEN PURCHASED BY ASI "As
Is" and "With All Faults" AND ASI ACKNOWLEDGES THAT NO WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE ARE TO BE IMPLIED BY THIS
TRANSACTION.
SECTION 2.02 DISCLAIMER OF EXPRESS WARRANTIES.
Any affirmation of fact or promise made by Xxxxxxx shall not be
deemed to create an express warranty that Machine #2 conforms to the affirmation
or promise.
SECTION 2.03 DISCLAIMER OF IMPLIED WARRANTIES.
THIS SALE IS MADE ON THE EXPRESS UNDERSTANDING THAT THERE IS NO IMPLIED
WARRANTY THAT MACHINE #2 SHALL BE FIT FOR A PARTICULAR PURPOSE. ASI ACKNOWLEDGES
THAT THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE DESCRIPTION ON THE FACE
HEREOF.
ARTICLE III: MISCELLANEOUS
SECTION 3.01. Entire Agreement. This Agreement contains the entire
agreement among the parties hereto with respect to the subject matter
hereof, and supersedes all prior agreements, arrangements and
understandings with respect thereto.
SECTION 3.02. Notices. Any notice or other communication which is required
or permitted hereunder shall be in writing and shall be deemed to have
been delivered and received (x) on the day of (or, if not a business day,
the first business day after) its having been personally delivered or
telecopied to the following address or telecopy number, (y) on the first
business day after its having been sent by overnight delivery service to
the following address, or (z) if sent by regular, registered or certified
mail, when actually received at the following address:
If to:
Alloy Steel International, Inc.
X.X. Xxx 0000 Xxxxxx X X 0000
Xxxxxxx Xxxxxxxxx
(P) 61-8-92-48-3188
(F) 011 618 9 3415599
If to:
Kroko Nominee Pty LTD.
000 Xxxxxxxx Xx.
Xxxxxxxxxxx, Xxxxxxx Xxxxxxxxx
(P)
(F)
Any party may by notice change the address or telecopier number to which notices
or other communications to it are to be delivered, telecopied or sent.
SECTION 3.03. Governing Law and Forum. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York.
SECTION 3.04. Counterparts. This Agreement may be executed in any number
of counterparts, and each such counterpart shall be deemed to be an
original instrument, but all such counterparts together shall constitute
but one agreement. This Agreement shall become effective when each party
hereto shall have received counterparts hereof signed by all of the other
parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their respective authorized officers as of
the day and year first above written.
ALLOY STEEL INTERNATIONAL, INC.
By: _________________________________
Name:
Title:
KROKO NOMINEES PTY LTD
As Trustee
THE XXXXXXX UNIT TRUST
By: _________________________________
Name:
Title:
