PURCHASE ORDER
Exhibit 10.4
THIS
PURCHASE ORDER, issued this 14th day
of October, 2009 by UNIVERSAL
ALTERNATIVE FUELS, INC. ("Buyer"), a Nevada corporation having its
principal office located at 0000 Xxx Xxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx, XX 00000 to GLOBAL RESOURCE
CORPORATION
("Seller"), a Nevada corporation having a principal place of business at
0000 Xxxxxx Xxx, Xxxxx 000, Xxxxx Xxxxxx, Xxx Xxxxxx 00000, is the "Purchase
Order" for an "initial machine" referenced in that certain License Agreement
contemporaneously executed by the parties. This Purchase Order is subject to
termination as provided in Article II (b) of that License Agreement. All
capitalized terms not otherwise defined in this Purchase Order shall have the
meanings ascribed to them in the License Agreement.
1. (a)
Buyer hereby orders, and agrees to purchase one (1) machine ("initial machine")
embodying the Seller's microwave technology for the extraction of energy from
various feedstocks, such initial machine being denominated by Seller as
"Prototype Microwave RF Processor to Process Oil Shale" and designated as
Seller's "Patriot-S-10S" Model. The specifications for such initial machine
shall be determined by the Seller not later than the end of the "wait and see"
period of 180 days as described in Article II (b) of the License Agreement,
subject to the requirements of the Buyer as set forth in (i) the License
Agreement, (ii) subparagraph 1 (b) following and (iii) Paragraph 4
below.
(b) The
initial machine is to apply the Seller's microwave technology to oil shale as
the specific feedstock. Buyer and Sell shall cooperate in performing the
necessary tests, analyses, experiments and research to determine the efficacy
and efficiency of the initial machine handling such feedstock. This utilization
of the machine shall constitute the basis for the Seller's warranty of fitness
for the particular purpose, i.e., the extraction of
energy from oil shale at the rate of one- ton of feedstock material per hour at
a total cost of feedstock preparation, loading, and handling/processing which is
less than the value of the energy extracted.
2. (a)
The Purchase Price shall be calculated as provided in Article VI (b) of the
contemporaneous License Agreement, to wit: The purchase price for such initial
machine shall be (i) the
Seller's Cost to Manufacture the initial machine, as defined in Article I (a) of
the License Agreement plus (ii) twenty percent (20%) of the Seller's Cost to
manufacture the initial machine, plus (iii) such mutually agreed amount for
research and development and testing as the parties shall agree upon; subject
nevertheless to a maximum Purchase Price of Three Million Five Hundred Thousand
Dollars ($3,500,000) against which Purchase Price Buyer shall be entitled to
receive the sum of Eight Hundred Forty Three Thousand Dollars ($843,000) which
shall be deducted from the final payment.
(b) The
Purchase Price shall be paid by Buyer as follows:
(i) $500,000
at the end of six (6) months from the date of this Purchase Order;
(ii) $500,000
at the end of nine (9) months from the date of this Purchase Order;
and
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(iii) the
balance, after the application of the $843,000 credit, upon completion of the
initial machine, demonstration that it meets the warranted purpose, and
acceptance by Licensee.
3. This
Purchase Order shall be subject to the Buyer's right to terminate as provided in
Article II (b)(i) and II (b)(ii) of the License Agreement and to the right of
Seller, in the event of such termination, to repurchase the License Agreement
and retain the Existing Prototype Machine as provided in Article II (b)(i) and
II (b)(ii).
4. The
initial machine, when delivered, shall be designed and manufactured such that it
meets all construction installation, operational, environmental and all other
regulatory and licensing laws, codes, rules and regulations. For purposes of
Article VIII (b) of the License Agreement, the costs and expenses for meeting
such requirements shall not be "regulatory" or "marketing" approvals as
contemplated therein and shall be at the cost of the Seller.
5. Seller
shall advise Buyer, at the time of delivery of the initial machine, if the
machine, as designed and manufactured, requires any Patent Rights, Technology
license, or other authorization from Seller, beyond that contemplated in the
Continuation Application under which Buyer has been licensed, and, if so, Seller
shall provide all such by amendment to the License Agreement without further
cost to Buyer.
6. Upon
acceptance by Buyer of the initial machine, the Security Interests in the
contemporaneously executed Security Agreement shall terminate and Buyer shall
promptly discontinue and/or terminate all UCC-1 or other security filings
regardless of where made and filed.
7. The
Parties incorporate by reference as fully and completely as if set forth herein
in their entirety the following sections of the License Agreement:
(i) Article
XII, subsections (a), (b), and (c); and
(ii) Article
XVI (Confidentiality); and
(iii) Article
XVII (Jurisdiction and Venue; Waiver of Jury Trial).
The
Parties shall, as the need shall arise, negotiate:
(i) the
application of taxes (sales and use taxes, gross receipts taxes on included
parts and sub-assemblies, and value-added taxes); and
(ii) length
and scope of warranties (other than the warranty for a particular purpose as
described in Paragraph 1(b) above): and
(iii)
Seller's product liability insurance; and
(iv)
issues relating to the method of delivery of the initial machine subject to
Buyer's acceptance of such machine; and
(v)
such other matters as are not covered by the License Agreement, the Security
Agreement and/or this Purchase Order.
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IN
WITNESS WHEREOF, Licensor and Licensee have executed and delivered this Purchase
Order as of this 14th day
of October 2009 by their duly authorized representatives.
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Global Resource Corporation
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By:
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/s/ Xxxxx X. Xxxxxxxxxxx | |
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Xxxxx
X. Xxxxxxxxxxx,
CEO
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Universal
Alternative Fuels, Inc.
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By:
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Xxxx
Xxxxxxxx, President
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IN
WITNESS WHEREOF, Licensor tind Licensee have executed and delivered this
Purchase Order as of this 14th day
of October 2009 by their duly authorized representatives.
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Global Resource Corporation
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By:
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Xxxxx
X. Xxxxxxxxxxx,
CEO
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Universal
Alternative Fuels, Inc.
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By:
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/s/ Xxxx Xxxxxxxx | ||
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Xxxx
Xxxxxxxx, President
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