Exhibit
10.10
Agreement by and
Between SNRG Corporation
And
Reagent Chemical
& Research, Inc.
This Agreement
(hereinafter the "Agreement") is made and entered into on this the
19th day of September, 2005, by and between SNRG Corporation
(hereinafter "SNRG"), and Reagent Chemical & Research, Inc.
(hereinafter "Reagent"), in accordance with the conditions set
forth below:
1.
Term
The term of this
Agreement will begin on September 19, 2005 and will extend through
December 31, 2025. This Agreement shall continue year to year
thereafter, unless cancelled in writing by either party, with a
minimum twelve (12) months written notice prior to the end of the
initial term, or any subsequent term.
2.
Purchase
SNRG will sell to
Reagent, and Reagent will buy from SNRG, 100% of the Hydrochloric
Acid (HCl) produced (stabilized annual production estimated to be
95,000 wet tons per year) at the SNRG gasification facility in Bay
City, TX, that meets the attached specification in EXHIBIT A, and
made part of this Agreement. Reagent and SNRG will jointly develop
an inventory level production rate schedule reporting system.
Reagent shall have the first right of refusal on any HCl that fails
to meet the attached specification. Pricing for HCl that fails to
meet the attached specification will be negotiated on an ad hoc
basis.
3.
Price
The purchase price
of HCL sold by SNRG, and purchased by Reagent will be thirty
dollars and no cents ($30.00) per wet standard ton, FOB the SNRG
Oil & Gas facility in Bay City, TX, subject to adjustment as
described below. SNRG will summary bill Reagent on a monthly
basis
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Agreement by and between SNRG
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for the previous
month’s usage. Reagent will pay the invoices within 30 days
of receipt of SNRG’s invoice.
The purchase price
of HCL sold by Texan to Reagent hereunder will be adjusted two
times per year, January 1 and July 1, based upon Reagent's average
selling price to its top 5 direct accounts for the product produced
(FOB price adjusted) at the Bay City plant for the previous 6
months. Changes will be applied using a 50/50 sharing mechanism. At
the close of June and December, Reagent will have 30 days to
determine any change in the purchase price. The summary bill for
July usage will be sent out early August after the new base price
is determined, the summary bill for January usage will be sent out
early February after the purchase price is adjustment is
determined. For example, if Reagent's average selling price to its
top 5 direct accounts for the material produced at the Bay City
plant (FOB price adjusted) increases by $8/ton, then the $30
purchase price for HCL hereunder becomes $34/ton, which remains the
HCL purchase price until the next adjustment period.
4. Method of
Pickup
The HCl sold to
Reagent may be picked up FOB SNRG's facility in either tank trucks
or railcars; provided by Reagent, and at the option of, Reagent.
Reagent has the option of self loading tank trucks on a 24 hour
basis. Railcars will be loaded by SNRG personnel.
5. Force
Majuere
Except as otherwise
expressly set forth herein, a party’s performance under this
Agreement shall be excused and no liability shall result from delay
in performance or non-performance, directly or indirectly caused by
circumstances beyond the control of the Party affected, including,
but not limited to, Act of God, fire, explosion, flood, war, act of
or authorized by any Government, accident, labor trouble or
shortage or failure of unusual transportation mode (the foregoing
“Force Majuere” and the period of time such Force
Majuere is in effect the “Force Majuere
Period”).
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Agreement by and between SNRG
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Any party who
desires to make a claim of Force Majuere shall promptly give the
other party written notice of such claim setting forth in
reasonable detail the nature of the Force Majuere event and its
anticipated length of time, if known.
6.
Assignment
This Agreement
shall be binding upon and shall inure to the benefit of and be
binding upon the parties hereto and their perspective successors
and assigns.
7.
Notices
All notices and
communications hereunder shall be in writing and shall be deemed to
have duly given: when delivered, if delivered by messenger during
normal business hours of receipt; when sent, if transmitted by
telex or facsimile transmission (receipt confirmed) during normal
business hours of the receipt, or on the fifth business day
following mailing, if mailed by certified or registered mail,
postage paid, in each case addressed to the party concerned at the
address set forth below or such other address as may be designated
by any party:
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SNRG Corporation
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Reagent Chemical & Research, Inc.
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14300 N. Northsight Blvd., Suite 227
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115 Route 202/31 South
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Scottsdale, AZ 85260
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Ringoes, NJ 08551
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Tel. 480-991-2040
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Tel: 908-284-2800
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Fax: 480-991-2203
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Fax: 908-284-2113
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8.
Modification
This Agreement
represents the entire agreement b