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EXHIBIT 10.12
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (hereinafter referred to as "Agreement"), made and
entered into this 25th day of October, 1996 by and between Motorola, Inc. an
Illinois corporation, hereinafter referred to as "MOTOROLA", and Chadmoore
Wireless Group, Inc., an Colorado corporation and Chadmoore Communications,
Inc., an Nevada corporation, both of which hereinafter are referred to as
"PURCHASER".
WITNESSETH:
WHEREAS, the PURCHASER desires to purchase Motorola Radio Communications
Equipment; and
WHEREAS, MOTOROLA desires to sell Motorola Radio Communications Equipment; and
THEREFORE, the parties hereby enter into an agreement pursuant to which
MOTOROLA hereby extends to PURCHASER the right to purchase Motorola Radio
Communications Equipment ("Equipment") in accordance with the following terms
and conditions:
Section 1 EQUIPMENT AND PRICING
Equipment which may be purchased pursuant to this Agreement and the prices
applicable thereto are set out in the Motorola Proposal which is incorporated
by this reference and made a part of this Agreement as "Exhibit C".
PURCHASER agrees to purchase $10,368,000.00 worth of Motorola Radio
Communications Equipment found in the Motorola Equipment List (made part of
Exhibit C) to support the equivalent of 1440 800 Mhz SMR Channels within thirty
(30) months of the effective date of this Agreement, subject to an equitable
extension which is to be agreed to in writing by both parties, which is equal
to the periods of any delays in the agreed upon delivery schedules for any
equipment.
PURCHASER agrees that the maximum number of SmartNet II Controllers which can
be purchased by PURCHASER to support 1440 800Mhz SMR Channels is equal to 144.
The sale of the Equipment under this Agreement does not include or involve
coverage, performance, training, or system engineering.
PURCHASER may, at the time, request its MOTOROLA Account Manager to provide a
current total of equipment shipped during the calendar year.
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Section 2 USE OF NOTICE TO SHIP FORMS (DELIVERY DATES)
It is expressly understood that PURCHASER will issue Notice to Ship Forms which
are to be delivered to MOTOROLA's authorized representative and which will
constitute the "Notice to Ship" as to each particular shipment. PURCHASER and
MOTOROLA will agree to a delivery date which must be printed on the Notice to
Ship Form. MOTOROLA's delivery obligations are contingent upon Motorola's
approval of the delivery date printed on the subject Notice to Ship Form.
MOTOROLA's approval of the delivery date on the Notice to Ship Form must be
evidenced by the signature of MOTOROLA's authorized representative. In the
event the delivery date is not printed on the Notice to Ship Form, the parties
agree that the delivery date, will be a reasonable date for delivery of the
equipment.
Section 3 PAYMENT
A. MOTOROLA agrees to sell the Equipment in "Exhibit C", and PURCHASER
agrees to buy the sum of ten million three hundred and sixty-eight thousand
dollars ($10,368,000.00) worth of the Equipment found in "Exhibit C".
B. The PURCHASER shall make payments to MOTOROLA as follows:
Fifty percent (50%) cash down payment of the amount found on the applicable
Notice to Ship Form due upon MOTOROLA's acceptance of the Notice to Ship Form;
and
Fifty percent (50%) of the amount found on the applicable Notice to Ship Form
due Net 30 from shipment of the equipment per each Notice to Ship Form.
C. If the PURCHASER fails to take delivery of the $10,368,000.00 worth of
the Motorola Radio Communications Equipment found in the Motorola Equipment
List (found in Exhibit C) to support the equivalent of 1440 800 Mhz SMR
Channels within thirty (30) months of the effective date of this Agreement,
PURCHASER agrees to pay MOTOROLA a "Discount Reimbursement" as calculated by
the Table set forth in Exhibit "D". This amount will represent a "discount
reimbursement" from PURCHASER to MOTOROLA for MOTOROLA's unrealized sales
volume resulting from PURCHASER's failure to meet its purchase commitment. IN
NO EVENT WILL THE "DISCOUNT REIMBURSEMENT" BE CONSIDERED A PENALTY OR
LIQUIDATED DAMAGES. IN ADDITION, MOTOROLA WILL BE ENTITLED TO ALL RIGHTS AND
REMEDIES AVAILABLE BY LAW.
D. MOTOROLA will also provide to PURCHASER, upon request, financing plans
such as lease or conditional sale.
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Section 4 INSTALLATION/SYSTEMS
If PURCHASER desires to make purchases of items requiring installation, a
separate document making reference to the PURCHASE AGREEMENT shall be used.
Such document shall set forth in detail, responsibilities for installation,
implementation, and acceptance along with the associated costs and payment
terms for such services.
Section 5 TERMS AND CONDITIONS
a. Equipment will be furnished in accordance with the terms and conditions
set forth in this Agreement.
b. Software programs will be licensed in accordance with Exhibit "B" which
is incorporated and made part of this Agreement by this reference.
c. Financed equipment will be furnished in accordance with the then
prevailing financing terms and conditions.
Section 6 FEDERAL GOVERNMENT EXCLUSION
Purchases for, or chargeable to the Federal Government as well as any reference
to Federal Acquisition Regulations (FAR's) or other such Federal Government
procurement type regulations are expressly excluded from this Agreement.
Section 7 TERM
The Term of this Agreement shall commence on the date of execution of this
Agreement and continue until thirty (30) months therefrom.
Section 8 ORDERING
Notice to Ships issued by PURCHASER to MOTOROLA for Equipment shall make
specific reference to this PURCHASE AGREEMENT.
Section 9 DOCUMENT LISTING
This PURCHASE AGREEMENT consists of four (4) pages along with the following
which are incorporated into this Agreement by this reference. In the event of
an inconsistency in this Agreement, the inconsistency shall be resolved in the
following order:
1. This Agreement;
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2.. Exhibit "A" - Terms and Conditions of Sale.
3. Exhibit "B" - Software License.
4. Exhibit "C" - Equipment List and Pricing dated October 21, 1996.
5. Exhibit "D" - Discount Reimbursement Table.
Section 10 CONTROLLING AGREEMENT
All orders issued by PURCHASER shall be only upon the terms and conditions of
this Purchase Agreement.
It is expressly understood and agreed by MOTOROLA and PURCHASER that this
Purchase Agreement and the specific terms hereof and in the attachment hereto
shall control over all transactions between MOTOROLA and PURCHASER regardless
of any standard or preprinted language in any contract, agreement or Notice to
Ship form which may purport to control over or modify any other prior agreement
between the parties. No other agreement entered into hereafter shall be deemed
to amend, modify or supersede the terms hereof unless such agreement
specifically refers to this Purchase Agreement and indicates the intention of
the parties hereto to override and modify this Purchase Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this PURCHASE AGREEMENT to
be executed by their duly authorized representatives indicated below.
PURCHASER: MOTOROLA, INC.
/s/ Xxxxxx X. Xxxxx /s/ Xxxxxx X. Xxxxxxx
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Signature Signature
Xxxxxx X. Xxxxx Xxx Xxxxxxx
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Name Name
President/CEO Vice Pres. & Dir. Of Finance
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Title Title
10/25/96 10/30/96
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Date Date
