Exhibit 10.24
PURCHASE AGREEMENT
PURCHASE AGREEMENT,
dated May 16, 2008, between EvoLucia™, Inc., a
wholly-owned subsidiary
of Sunovia Energy Technologies, Inc. (the “Company”)
and Precision-
Lighting™ (the
“Buyer”).
W I T N E S S E T
H:
The parties hereto are
entering into this Agreement, whereby the Company will
supply the Buyer with
all of Buyer's requirements for the Products, which are defined in
section
10.11 and it’s
attachments;
NOW, THEREFORE, the
parties hereto agree as follows:
1. Agreement to Supply
Purchase Orders; Etc.
1.1. The Buyer will
submit purchase orders to the Company setting
forth the quantities to
be supplied, desired delivery dates and shipping instructions
consistent
with the industry norm
for the time required for the manufacture or processing of the
Products in
the quantities ordered.
Any terms, conditions or provisions of any standard
order,
acknowledgment, shipping
or invoicing forms used by the Buyer or the Company which
conflict
with this Agreement
shall be of no force or effect, it being the intention of the
parties that the
terms and conditions for
sales and purchases of the Products shall be governed by
this
Agreement.
1.2 Paragraph 1.1
pertains to the general terms and conditions of our
transactions. Under this
agreement the business points of our transactions, such as;
pricing,
specifications, lead
times, and freight, will be further defined in section 10.11, the
attachments
referenced therein, and
any future attachments mutually agreed upon and incorporated
into
section
10.11.
1.3. The Buyer will
purchase from the Company sufficient amounts of
Products to maintain
inventories at levels adequate to properly service its customers.
The
Company will maintain
component stock and production capacity in sufficient quantities
to
properly service its
buyer.
2. Notice of
Requirements.
2.1. The Buyer will
deliver to the Company a 120-day rolling forecast
with a fixed schedule
for 60 days upon initiation of this agreement and, as is consistent
with
industry practice and to
the best of Buyer's ability, its estimated requirements of Products
for
each period. The Buyer
will use its best efforts to update such information on a regular
basis to
enable the Company to
perform its obligations under this Agreement. The forecasts are to
be
used for planning and
logistical purposes, but regardless of forecasts, the buyer shall
be obliged
to purchase only those
items specifically authorized with a release purchase order from
Buyer.
3. Term.
3.1. The term of this
Agreement shall be for a period commencing on
the date hereof and for
the minimum quantity of each Product as defined in the attached
Volume
Purchase Order (the
“VPO”), unless modified by mutual agreement of the
parties.
4. Price.
4.1. The price for each
Product purchased by the Buyer hereunder shall
be fixed for the
quantities that are defined by the attached VPO for each Product.
The Buyer
agrees that the Company
may substitute Products of equal or better performance and quality
as
long as there is no
increase to the price for all combined Products that are defined
within the
attached VPO, and only
with buyers written approval.
5. Force
Majeure.
5.1. Neither party
hereto shall be responsible for any failure to comply
with the terms hereof
for the time and to the extent that such failure is due to a cause
or causes
beyond its reasonable
control, or could not have been avoided by reasonable diligence (a
“force
majeure”). These
causes shall include, without limitation, fire, flood, explosions,
strike, labor
disputes, labor
shortages, picketing, lockout, transportation embargo or failure of
transportation,
inability to secure
power fuel, or other material required for the production of
Products, inability
to utilize the full
capacity of any facility due to governmental actions, machinery
malfunctions,
inability to obtain
necessary permits, licenses or regulatory approvals, war, riot,
civil disturbance
or insurrection, or
epidemics, quarantine restrictions, any action or inaction of any
government or
agency thereof, or any
judicial action.
Upon the occurrence of a
force majeure, the party so affected will notify
the other party
specifying in reasonable detail the nature and expected duration of
the force
majeure, and such party
will have the right to suspend or reduce deliveries or acceptance
during
the period of the force
majeure. If a force majeure affects the Company’s ability to
deliver
Products, then the
Company agrees to allocate its available production of that
particular Product
or Products among its
various requirements therefore (e.g., manufacturing and sales) in a
manner
that is fair and
reasonable, in which case Buyer may purchase Products from other
sources of
supply until termination
of the force majeure. The provisions of Sections 2-615 and 2-616 of
the
Uniform Commercial Code
are incorporated herein. The Company will make reasonable
efforts
to procure Products from
an alternative producer or supplier in the event of a force
majeure
affecting its ability to
sell Products to the Buyer pursuant to the terms of this
Agreement.
6. Warranty;
Indemnification.
6.1. The Company will
warrant all products for 60 months for any
manufacturers’
defects. The Company’s sole obligation under this warranty is
limited to
repairing any defective
Products or, if any such Products cannot be repaired, to replacing
such
defective Products,
without charge (F.O.B. point of use), for new Products. If repairs
are made to
such defective Products
or new Products are replaced therefore, the Company’s
obligation with
respect to additional
shipping costs will be limited to the delivery of such repaired or
new
Products to the
respective jo
