AGREEMENT FOR THE SALE OF GOODS
This Agreement for the Sale of Goods ("Agreement") made and effective
this December 23, 2006, by and between Rogue Silicates Inc. 0000 X.
Xxxxxxxxx Xx. Xxxxxx Xxxx, Xx. 00000 ("Seller") and Advanced Mineral
Technologies Inc. ("Buyer").
Seller desires to sell to Buyer, and Buyer desires to purchase tram
Seller, certain tangible personal property. This Agreement is to insure
AMT material should the market exceed what they anticipate and they are
not yet in a position to purchase all the Rogue properties. It is
agreed that Rogue will drill and block out ore as needed.
NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree as follows:
1. Sale. Seller agrees to sell, transfer and convey to Buyer, and
Buyer agrees to purchase pyrophyllite clay as needed.
2. Price. Buyer shall pay Seller for the Goods the sum of Fifty
Dollars ($50.00) per ton. Buyer shall make payment of the purchase
price in full within thirty (30) days following delivery of the Goods
by Seller as provided herein, subject to Buyer's right of inspection as
set forth in Section 4 below. In the event that the purchase price is
not timely paid, in addition to its other remedies, Seller may impose,
and Buyer shall pay a late payment charge equal to one percent (1 %) of
the overdue amount each month.
3. Shipping. Seller shall deliver the goods to a shipper (selected by
Buyer) as follows: Buyer shall be solely responsible (or the expenses
associated with shipping. The risk of loss from any casualty to the
Goods, regardless of the cause, shall be upon Buyer upon the delivery
of the Goods to Buyer's shipper as set forth herein.
4. Right of Inspection. Buyer shall have the right to inspect the clay
at the mine site. In the event the Goods do not conform to this
Agreement, Buyer's sole remedy and Seller's sole obligation shall be at
Seller's option to replace the Goods at Seller's expense or credit
Buyer the amount of the purchase price for the non-conforming goods.
5. Identification of Goods. Identification of the Goods shall not be
deemed to have been made until both Buyer and Seller have specified
that the Goods are to be appropriated to the performance of this
Agreement.
6. Warranty: EXCEPT AS SET FORTH HEREIN, SELLER MAKES NO WARRANTY TO
BUYER WITH RESPECT TO THE GOODS, AND BUYER DISCLAIMS ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY
IMPLIED WARRANTY OF MERCHANT ABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
7. Transfer of Title. Title to and ownership of the goods shall not
pass from Seller to Buyer until Buyer has paid in full the purchase
price to Seller.
8. Limitation of Liability. In no event shall Seller be liable for any
special, indirect, incidental or consequential damages arising out of
or connected with this Agreement or the Goods, regardless of whether a
claim is based on contract, tort, strict liability or otherwise, nor
shall Buyer's damages exceed the amount of the purchase price of the
Goods.
9. Taxes. Buyer shall payor reimburse Seller as appropriate for any
sales, use, excise or other tax , imposed or levied with respect to the
payment of the purchase price for the Goods or the f conveyance of
title in the Goods to Buyer. In no event shall Buyer be responsible for
any tax imposed upon Seller based upon Seller's income or for the
privilege of doing business.
10. Notices. Any notice required by this Agreement or given in
connection with it, shall be in writing and, shall be given to the
appropriate party by personal delivery or by certified mail, postage
prepaid, or recognized overnight delivery services.
If to Seller: Rogue Silicates Inc. 0000X. Xxxxxxxxx Xx. Grants Pass Or.
97527
If to Buyer: Advanced Mineral Technologies Inc. 000 Xxxxx Xxxxx Xxx.
Box 1074, Grants Pass, Or. 97527
11. Governing: Law. , This Agreement shall be construed and enforced in
accordance with the laws of the state of Oregon.
12. Final Agreement. . This Agreement terminates and superse4es all
prior understandings or agreements on the subject matter hereof. This
Agreement maybe modified only by a further writing that is duly
executed by both parties.
13. Severability. If any term of this Agreement is held by a court of
competent jurisdiction to be: invalid or unenforceable, then this
Agreement, including all of the remaining terms, will remain in full
force and effect as if such invalid or unenforceable term had never
been included.
14. Headings. Headings used in this Agreement are provided for
convenience only and shall not be used to construe meaning or intent.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.
Rogue Silicates Inc. Advanced Mineral Technologies
Inc.
By:/s/Xxxxxxx Xxxxxxx By:/s/Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxxx
President President
