(6) Material Contracts
(a) Equipment Purchase Contract
EQUIPMENT/ORDER SALES AGREEMENT
Buyer and Mailing Address: Date Of Order: _________________
Swifty Car Wash & Quik Lube, Inc. ("Swifty" or "Buyer",)
00000 X.X. 00 X.
Xxxx Xxxxxx, Xxxxxxx 00000
Shipping Address:
Same
Seller and Mailing Address:
X'Xxxxxxxx Consultant's, Inc. ("X'Xxxxxxxx" or "Seller")
X.X. Xxx 0000
Xxxxxxxxxx, Xxxxxxx 00000
Erection By: X'Xxxxxxxx
Installation By: Owners Subcontractor's
Warranty of Equipment By: PDQ Manufacturing, Inc., 000 Xxxxxxxxxx Xxxxx,
Xxxxxxxx, Xxxxxxxxx, 00000 ("PDQ" or "manufacturer") and X'Xxxxxxxx
Labor Warranty By: X'Xxxxxxxx
Upon Shipment Notify:
Att. Xxxxx Xxxxxxxxx
Telephone: 000-000-0000
Customer P.O. No./ Date Shipment Needed/ Sales Terms Freight Terms
Name of System-Spelled Out: PDQ Open Line Tunnel with Modifications
Voltage :208 230-240 380 460-480-575-Other As Specified by Buyer based
primarily on Seller's advise as to the appropriate voltage X
Type Bldg: By Others X Description
Equipment Clearance: 90" X 84"(Std) _70"(Opt) Other (Spec,)_ Based on
Seller's determination and advice, and after examining the Buyer's and
Builders plans and specifications.
Expenses for Shipping, Handling, and Insurance provided by carrier are paid for
by Buyer, by including such expenses in the purchase price below and therefore
Seller shall remit funds for such expenses to the carrier on behalf of Buyer.
Order will be Shipped by PDQ from the manufacturer's factory in Greenbay,
Wisconsin Freight Prepaid.
QTY: DESCRIPTION: PRICE:
See Exhibit A attached
TOTAL PRICE: $271,000.10
SHIPPING, HANDLING, AND SHIPPING
INSURANCE CHARGE: 4,650.00
1ERECTION FEE: (by Seller) 12,500.00
2INSTALLATION &CONSTRUCTION WORK: By owner's contractor
SALES TAX: 17,333.61
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TOTAL: $305,393.71
3CASH DEPOSIT WITH ORDER: 25,000.00
---------
CASH BALANCE: 280,393.71
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1 Including items described hereinafter
2 Items as described hereinafter
3 This deposit shall be paid in the amounts of $5,000.00 to X'Xxxxxxxx and
$20,000.00 to PDQ Corporation on behalf of X'Xxxxxxxx the total of these
$25,000.00 payments all credited against the contract price. Seller agrees to
obtain a written agreement from PDQ, satisfactory to Buyer, that this $20,000.00
(as well as the $37,500.00 paid at the time that a delivery date is specified as
described hereinafter) will be hold by PDQ until all of the goods purchased
hereunder have been delivered to Buyer, and that such funds will be subject to
recovery by Buyer in the event of a breach or failure to perform by Seller.
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EQUIPMENT SALES AGREEMENT
General Terms of Sales
The cash deposit of $25,000.00 shall not be delivered until all documents and
letters required to be obtained by Seller from PDQ, as described in various
sections of this contract, are delivered to Buyer. Assuming that Seller has
fulfilled its obligations under this contract, Buyer shall pay an additional sum
in the amount of $37,500,00 against the cash balance at the time that Buyer
specifies the delivery date for the goods, as described hereinafter. That
payment of $37,500.00 shall be paid to PDQ on behalf of X'Xxxxxxxx and shall be
credited against the contract price and will be held under the same terms and
conditions as the $20,000.00 portion of the cash deposit as described in
footnote 3 herein. Unless otherwise stated herein, the Buyer shall upon receipt
of all the goods covered by this contract and presentation to Buyer of an
appropriate sight draft attached to a xxxx of lading showing the shipment of
such goods, pay the then cash balance for the goods sold him under this
Agreement, as described hereinafter in this paragraph. Notwithstanding the
foregoing, Buyer will be permitted to examine and inspect the goods in order to
verify that the goods that were ordered have been received in good condition,
prior to payment. Payment of the cash balance shall be as follows: $294,036.11
shall be paid to Seller and $25,000.00 shall be paid to Peoples Bank of Palm
Harbor, 00000 XX Xxxxxxx 00, Xxxx Xxxxxx, Xxxxxxx, to be held by them as Escrow
Agent until Buyer advises Escrow Agent that all of the goods purchased by Buyer
have been received in perfect working condition, have been installed by Seller,
and Buyer's car wash is fully functional and operating.
While in the hands of the carrier for shipment, to the extent that the goods
being shipped hereunder are fully covered by insurance, paid for by Seller on
behalf of Buyer as described hereinbefore, Buyer hereby assumes the risk of loss
from any hazards occurring after delivery by manufacturer to such carrier for
shipment to Buyer and agrees to assert all claims for damages or losses in
traffic directly against the carrier to the extent practical. Claim for
shortages must be made to the manufacturer or to the Seller within ten (10) days
after start-up of equipment. Buyer agrees to provide seller and the manufacturer
a reasonable opportunity for inspection after receipt of any claims.
Seller warrants that the goods being sold hereunder are new and in perfect
working condition, free of defects and free and clear from any security interest
or any other lien or encumbrance that good title to all such goods is conveyed
to Buyer and Seller also agrees to obtain a representation from PDQ warranting
that the goods are new and in perfect working condition, free of defects and
free and clear from any security interest or any other lien or encumbrance.
Seller warrants and represents that all of the goods being sold hereunder are
warranted to be new, free from defects, and in perfect operating condition for a
period of one (1) year from the date that the operation of the facility to which
they are delivered commences and that Seller win promptly replace or repair any
goods covered by this warranty, as needed, at no cost to the Buyer except for
any return freight cost. Seller agrees that he shall back such warranty and that
he shall also obtain a written warranty satisfactory to Buyer from PDQ also
warranting all such goods to be new, free from defects and in perfect operating
condition for a period of one (1) year from the date that the operation of the
facility to which they are delivered commences. Seller also warrants that Seller
shall be responsible, at no cost to Buyer, for any and all labor in connection
with all replacements and repairs that may be necessary for a six (6) month
period of time after the facility commences operation. Any documents required by
this paragraph shall be delivered to Buyer prior to Buyer paying for the goods
being sold hereunder and all of such representations and warranties shall be a
precondition to Buyer's obligation to make payment for these goods.
Notwithstanding the foregoing, the warranty from PDQ and/or Seller will warrant
the equipment sold to be free from defects in material and workmanship for a
period of twelve (12) months from the date that the operation of the facility to
which they are delivered commences. PDQ's and/or Seller's responsibility is
limited to repairing or exchanging any defective parts during this twelve (12)
month period. The foregoing warranty does not apply to damage resulting from
improper operation or abuse, exceeding the rated capacities of the unit, running
foreign particles or nonrelated solutions through pumps or valves, modification
or alteration of any parts, use of acidic solutions, improper installation or
maintenance, operational neglect, neglect of manufacturers recommended
maintenance, customer strike damage, nuisance calls, or acts of God. Normal xxxx
and tear items to include, but not limited to nozzles, belts, hoses, filters,
fuses, and swivels are not covered under this warranty. This paragraph describes
the limits of the warranty of PDQ Manufacturing, Inc. and/or Seller for any
breach of warranty. All warranties, either expressed or implied pertaining to
the equipment herein are fully set forth herein and in the PDQ written warranty
and under no circumstances share such warranties be construed to cause PDQ
Manufacturing, Inc. and/or Seller to be liable for loss of revenue,
consequential damages, or other special damages.
All repairs and/or replacements required by Buyer shall be provided by Seller as
expeditiously as possible during the warranty periods. Thereafter, if Buyer
elects to continue to utilize Seller for such matters, Seller agrees to continue
to provide Buyer with timely and quality services in that regard.
Seller has examined all of Buyer's and Builder's plans and specifications, and
Seller represents that upon completion of the facility in accordance with those
plans and specifications together with the delivery, erection, and installation
of the goods being purchased hereunder, Buyer will have a fully functioning car
wash facility, with all necessary equipment and accessories.
In addition to any other amounts awarded by a Court it is agreed that, in any
litigation between the parties to this agreement, the prevailing party shall
also be entitled to collect his reasonable attorney fees and court costs.
Seller agrees to deliver to Buyer the goods being sold hereunder on the date
specified by Buyer provided that Buyer furnishes Seller at least 10 days notice
of such delivery date. Buyer agrees to furnish Seller with such notice between
60 and 120 days after the execution of this contract. It is understood that in
order to accomplish the foregoing, the goods being purchased need to be
manufactured and ready to ship within 60 days after execution of this contract,
and Seller agrees to obtain a written agreement from PDQ, satisfactory to Buyer,
that such goods will be manufactured and ready to ship in accordance with this
requirement. Seller agrees that all such equipment will be completely erected,
installed and fully and property functioning within 30 days after delivery to
Buyer. The parties acknowledge and agree that time is of the essence in the
performance of their respective obligations under this contract. Notwithstanding
the foregoing, all obligations to be performed by Buyer and Seller hereunder
shall be subject to delay or failure resulting from acts of God, war or civil
disturbances, fire, labor disputes or government regulations.
This agreement expresses the entire understanding of the parties with reference
to the subject matter hereof and other than the warranties accompanying or
covering the property, there is no other understanding, agreement,
representation, or warranty, express or implied, statutory or otherwise, in any
way limiting, extending, defining or relating to the provisions hereof. No
agreement altering, modifying or extending the terms of this agreement shall be
valid unless in writing signed by the parties or their duly authorized
representatives. It is understood and agreed that this contract cannot be
canceled without the written consent of the parties.
RESPONSIBILITIES
IMPORTANT: Below are the responsibilities of the Buyer and Seller.
APPROVAL AND PERMITS--BUYER'S RESPONSIBILITY.
A) Determine whether land is properly zoned for intended use.
B) File plans for layout with Building Department and secure approval.
C) Obtain all necessary permits and pay all assessments and fees.
D) Detailed plans approved and stamped by architect or engineer, if necessary.
SITE PREPARATION - Seller has examined all of the plans and specifications of
Buyer and Builder, and Seller has verified that all of the following will be
done by Buyer properly for a fully functioning and operating facility. Seller
also agrees to monitor the construction and installation at the site, including
any modifications or alterations, so as to assure that the facility will be
appropriate for the purposes intended,
A) Site Clearing, grading, and/or leveling.
B) Excavation and concrete per conveyor,correlate and/or reclaim plans per
latest slab plans.
C) Excavation and asphalt paving site.
D) Utilities available (gas, water, electric, and sewer.)
E) Provide all electric service and metering equipment including
necessary poles and bring electric service lines into building and connect to
main disconnect.
F) Provide all electrical plans if motor control center is purchased from
manufacturer.
G) Oil tank with fill line and supply line from tank to equipment.
H) Gas supply line from main to and including the regulator and meter
(normally by utility company) and piping from meter to equipment.
I) Line from water main to water meter(including meter cost) and stub-ups
and/or lines required to connect to equipment (or to pelletized unit if
supplied by manufacturer.)
J) Stub-up sewer service and run drain lines from conveyor through to reclaim
pit.
K) Furnish and erect signs (in addition to those signs being finished and
installed by Seller.)
L) Sign wiring (in addition to sign wiring being furnished and installed by
Seller.)
M) Yard wiring and fighting for same.
N) Supply and Install conveyor mounting angle to concrete.
O) Free access to site and sufficient opening for moving equipment into
place.
P) Any modification from standard plans required by special codes.
Q) Special arches or Plumbing required by the addition of water
conditioning equipment.
ERECTION--SELLER'S RESPONSIBILITY.
A) Unloading from rail car and/or truck or trailer.
B) Inspect shipment for damage or shortage, and freight damage must be filed at
destination.
C) Uncrating and unpacking.
D) Moving on and placement of equipment.
E) Welding conveyor in place.
F) Lagging or bolting machinery slab to floor.
G) Bolt equipment parts together where necessary.
H) All water plumbing connections between equipment
I) All hydraulic and air line connections between equipment.
J) Clean-up crating, packing and erection debris
K) Installation of all equipment and goods so as to operate as a complete and
fully functioning car wash.
L) Inspect complete installation.
INSTALLATION-- Seller has examined all of the plans and specifications of Buyer
and Builder, and Seller has verified that all of the following will be done by
Buyer properly for a fully functioning and operating facility. Seller also
agrees to monitor the construction and installation at the site, including any
modifications or alterations, and to coordinate with the Builder to assure that
either the Buyer or the Builder is continuing to provide for the following.
A) Provide electrical hookup from panel to equipment.
B) All water and plumbing connections from stub-up to equipment.
C) All hydraulic line and air line connections from sources to equipment.
D) All connections from oil supply line or gas meter to equipment.
E) Sewer vents.
F) Provide, install and connect adequate heater vents.
G) Supply and install exhaust fans.
H) Furnish steel cover plates for pits, including reclaim conveyor.
PLANS AND DRAWINGS--SELLER'S RESPONSIBILITY.
A) Summary Sheets with equipment dimensions, shop drawings and layout drawings.
START-UP--SELLER'S RESPONSIBILITIES.
A) Inspect complete installation.
B) Assist in start-up and washing test cars.
C) Complete necessary adjustments to equipment.
D) Check pressure of hydraulic units.
E) Complete start-up check sheet.
F) Assist with technical assistance at commencement of operation.
WARRANTY AND SERVICES--SELLER'S RESPONSIBILITY.
A) Provide service and maintenance manuals.
B) Provide warranty instructions and procedures.
C) Perform periodic warranty check at least once every 30 days.
D) One (1) year parts and service warranty, except that labor costs shall be
covered for six (6) months.
Seller confirms that Seller has examined the plans and specifications of Buyer
and the Builder, and that the layout of the building and equipment and location
of utility connections will be according to the manufacturer's recommended
specifications and layouts. Seller agrees to monitor the construction process
and to coordinate with the Builder prior to, during and upon the completion of
the building to assure that the building, installation and erection, including
any modifications of alterations, will be in accordance with the provisions
hereof, and will be satisfactory for the purposes intended. Seller acknowledges
that the Buyer has virtually no experience in construction of a car wash, and
that the Buyer is relying on Sellers advice and expertise in this matter. Buyer
acknowledges that the Buyer is purchasing a touch free car wash and that
therefore vehicles utilizing the facility will require more prep work than
otherwise.
Buyer and Seller agree to the terms of this contract including the references to
Exhibit A which is attached hereto.
Seller__________________________ Buyer_______________________________
By:______/s/____________________ By_/s/ Xxxxxx Steele________________
As President of Swifty Carwash &
Quik-Lube, Inc.
