EXHIBIT 10.8
PURCHASE ORDER
PURCHASER: MANSUR INDUSTRIES INC. ("Mansur' or "Purchaser")
SUPPLIER: EMJAC INDUSTRIES INC. ("Emjac" or "Supplier')
PRICE: $619.00 PER MODEL 500/570 UNIT;
for up to the first 1,000 collective units,
$743.92 per unit.
$754.34 PER MODEL 550/555 UNIT;
for up to the first 1,000 collective units,
$906.66 per unit.
Prices for up to the first 1,000 collective units is
subject to Emjac's agreement to use its best efforts
to reduce manufacturing costs and reduce the price of
the units to which the higher price is applicable at
the earliest opportunity. The price per unit shall be
reduced by $168.01 ($99.00 per unit for the holding
tank and $68.01 per unit for the wash tank) upon the
completion and integration of plastic/nylon tanks
supplied by Mansur. All prices FOB Emjac's warehouse.
GOODS AND
PRODUCTS: See Exhibit "A" attached hereto
PAYMENT
TERMS: $150,000.00 advance payment upon acceptance by
Mansur of the prototype machine (the "Advance"), of
which $50.00 shall be applied as advance partial
payment on each of the first 3,000 units. Balance
on completed inventories payable net 15 days from
date of invoice.
PROTOTYPE: One prototype machine (the "Prototype Machine") to
be delivered by Emjac to Mansur no later than June
7, 1996. This Purchase Order is subject to
acceptance of the Prototype Machine by Mansur,
after Emjac makes all necessary changes or
adjustments required to meet product specifications
and Mansur standards.
DELIVERY: Goods must be completed and ready for delivery in
accordance with the schedule of delivery Exhibit
"B" attached hereto. Delivery to be made promptly
upon notification from Mansur, as directed by Mansur.
Delivery is not included in Purchase Price.
TERMS AND
CONDITIONS: 1. Time is of the essence in Supplier's performance.
If Supplier does not complete and deliver Goods
by the dates specified herein, subject to the
timely delivery by Purchaser of (i) the necessary
manufacturing specifications and drawings and
(ii) the proper direct materials and component
parts free of any defects, the Purchase Price
shall be reduced by 10% on those units delivered
late. Purchaser reserves the right to procure
elsewhere, in whole or in part, any goods which
Supplier fails to deliver or provide in strict
accordance with the agreed delivery schedule. In
such event, Purchaser shall be entitled to
recover from Supplier any additional costs
incurred by Purchaser.
2. If Purchaser, at Purchaser's discretion, does
not approve the Prototype Machine and Supplier
does not promptly make changes to make the
Prototype Machine acceptable to Purchaser,
Purchaser shall not be obligated to purchase
goods from Supplier, and Supplier shall
immediately refund to Purchaser all payments made
by Purchaser, less Supplier's cost of making the
Prototype Machine, not to be in excess of
$1,000.00.
3. Certain specifications and drawings for the
Products have been furnished by Purchaser to
Supplier, receipt of which is hereby acknowledged
by Supplier, and shall continue to be routinely
furnished by Purchaser to Supplier as required,
such specifications and drawings to remain the
sole property of the Purchaser including any and
all improvements, changes and/or modifications
with respect to the Products listed on Schedule
A.
4. Supplier will manufacture in its own factory and
sell exclusively to Purchaser the Products on the
basis of Purchaser's specifications and drawings,
and incorporating such changes and improvements
therein as the parties may agree upon from time
to time. The parties agree that final assembly,
inspection and packing will at all times be done
by Supplier in its own factory.
5. Manufacturing services provided by Supplier shall
include all sheet metal fabrication, painting,
final assembly, testing all manufactured
component parts and final quality and performance
assurance testing. All sheet metal costs are
included in the manufacturing fee; however, if
the cost of sheet metal increases or decreases
during the term hereof, the fee shall be adjusted
accordingly, on a dollar for dollar basis, using
a base price for the purpose of this provision of
$0.30 per pound, excluding an agreed 20% markup
by Emiac on direct materials purchased by Emjac.
6. All component parts and materials shown on the
plans or specifications as being supplied by
Purchaser shall be installed or assembled by
Supplier in the Products without markup.
7. Purchaser shall be responsible for all hard
tooling required for manufacturing operations.
Supplier shall advise Purchaser in advance of the
estimated cost of all hard tooling. Upon approval
of Purchaser, Purchaser shall be responsible for
payment therefor. Upon such payment, all hard
tooling shall be and remain the property of
Purchaser and shall be delivered to Purchaser at
its request.
8. At no expense to Purchaser, Supplier shall
prepare a full set of manufacturing drawings to
ANSI standards. All drawings shall be and remain
the property of Purchaser and shall be delivered
to Purchaser at its request.
9. Supplier expressly warrants and guarantees, in
addition to all other statutory and implied
warranties and guarantees, that all Products
shall be (i) of the highest quality and in strict
compliance with all applicable specifications,
samples, or other descriptions furnished and
approved by Purchaser; (ii) free from defects in
material and workmanship; and (iii) fit and
sufficient for their intended purposes.
10. Supplier shall not assign this contract without
Purchasers prior written consent. This Contract
shall be governed by Florida law and Supplier
submits to jurisdiction and venue in Dade County,
Florida.
11. Purchaser reserves the right to terminate the
contract for its own convenience, in whole or in
part, for any reason. In the event of such
termination for convenience, Supplier shall
comply with all requirements of Purchaser and
agrees that its compensation shall be limited to
only those costs, if any, which shall have been
incurred in the manufacture of the goods through
the date of termination. Notwithstanding the
foregoing, if the termination occurs prior to the
delivery of 3,000 Units, Emjac shall be entitled
to full payment for units produced through the
date of termination and retain any unapplied
Advance as liquidated damages.
12. Supplier shall provide standard shipping skids
and shrink wrap units so as to meet all
requirements of sale carriage and transportation
at no charge to the Purchaser. Any special
crating, boxing or other special packaging
requirements shall be paid for by the Purchaser.
Risk of loss shall be with Supplier until
delivery is received and accepted by Purchaser.
13. Nothing in this Agreement shall prevent the
Purchaser from purchasing Products of the kind
contemplated by this Agreement from persons other
than the Supplier, whether or not such others
shall be in competition with Supplier.
14. Supplier hereby agrees, upon the request of
Purchaser, to cooperate in obtaining all
Underwriter Laboratories (UL) multiple listings
required or desirable in connection with the
manufacture and sale of the Products and to
execute and deliver such other documents, and
take such other action, as shall be reasonably
requested to carry out the transactions
contemplated by this Agreement.
15. Supplier understands and acknowledges that the
Products are proprietary to Purchaser and hereby
covenants, warrants and represents to Purchaser
that, during the Term of this Agreement and for
all periods without limitation following its
termination: (i) all Products manufactured by it
hereunder, including the Prototype Machine, shall
not be sold, delivered or otherwise disposed of,
by Supplier or any of its Affiliates or
Subsidiaries, to any individual or entity except
Purchaser; (ii) the design, the specifications
and drawings for such Products shall not be sold,
delivered or otherwise disposed of, by Supplier
or any of its Affiliates or Subsidiaries, to any
individual or entity except Purchaser; and (iii)
all materials and information provided by
Purchaser to Supplier shall remain the property
of Purchaser and shall be maintained as
confidential and not disclosed to any person or
entity without the express written consent of
Purchaser.
16. Purchaser retains all rights to all trademarks,
trade names and proprietary information relating
to the Product. The Confidentiality Agreements by
and between Purchaser and Emjac, Emile Dorta
personally and David Dorta personally dated
February 1, 1996 shall remain in full force and
effect.
WITNESS the due execution hereof as of the 7th day of May, 1996.
SUPPLIER:
EMJAC INDUSTRIES INC.
By:______________________________________
Emile Dorta, President
PURCHASER:
MANSUR INDUSTRIES INC.
By:______________________________________
Paul I. Mansur, Chief Executive Officer
EXHIBIT A
PRODUCTS
3,000 Assorted Units
SYSTEMONE RECYCLING PARTS WASHERS
MODEL 500
MODEL 550
MODEL 555
MODEL 570
EXHIBIT B
SCHEDULE OF DELIVERY
Minimum Maximum
Month Units Units
August 1996 100 100
September 100 200
October 100 300
November 200 400
December 200 500
January 1997 200 500
February 300 500
March 300 500
April 300 500
May 400 500
June 400 500
July 400 500
TOTAL 3000 5000
Emjac shall deliver units in accordance with the minimum units schedule. Mansur
shall notify Emjac, no less than 60 days prior to the scheduled delivery month,
of any increase in units ordered over the minimum unit level, up to the maximum
units indicated above for the respective scheduled month.