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EXHIBIT 10.1 - SALES AGREEMENT

Research and Development Agreement

EXHIBIT 10.1 - SALES AGREEMENT | Document Parties: SNRG CORP | Reagent Chemical & Research, Inc. You are currently viewing:
This Research and Development Agreement involves

SNRG CORP | Reagent Chemical & Research, Inc.

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Title: EXHIBIT 10.1 - SALES AGREEMENT
Governing Law: Delaware     Date: 9/29/2005

EXHIBIT 10.1 - SALES AGREEMENT, Parties: snrg corp , reagent chemical & research  inc.
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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

 

Agreement by and between SNRG

1

 

 


 

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”).

 

 

Agreement by and between SNRG

2

 

 


 

 

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:

 

SNRG Corporation

Reagent Chemical & Research, Inc.

14300 N. Northsight Blvd., Suite 227

115 Route 202/31 South

 

Scottsdale, AZ 85260

Ringoes, NJ 08551

 

Tel. 480-991-2040

Tel: 908-284-2800

 

Fax: 480-991-2203

Fax: 908-284-2113

 

 

 

 

 

 

 

 

8. Modification

This Agreement represents the entire agreement b


 
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