POWER EFFICIENCY CORPORATION
ANNUAL PURCHASE AGREEMENT
FOR THE PURCHASE OF
PERFORMANCE CONTROLLERS
("Purchase Agreement")
PREPARED FOR:
MILLAR ELEVATOR
SERVICE COMPANY
(REVISED)
AUGUST 17,2000
4220 VARSITY DRIVE, SUITE 3 ANN ARBOR, MICHIGAN 48108
TEL (734) 975-9111 FAX (734 975-9115
www.performancecontrol.com
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ANNUAL PURCHASE AGREEMENT
FOR THE PURCHASE OF
PERFORMANCE CONTROLLERS
("Purchase Agreement")
1. DATE AND TERM
This Purchase Agreement is made September 1 2000, and shall apply to orders made
according to this Purchase Agreement, from September 1, 2000 and shall continue
valid until September l, 2001.
2. PARTIES
(a) Millar Elevator Service Company (the Purchaser)
1530 Timberwolf Drive
Holland, Ohio 43528 (the Purchaser's primary place of business)
(b) Power Efficiency Corporation (the Supplier)
4220 Varsity Drive, Suite E
Ann Arbor, Michigan 48108 (the Supplier's primary place of business)
Orders applicable to this Purchase Agreement may be made directly by the
Purchaser o any of the products listed in Appendix 7 ("Participating
Units"), or subsequently added the list by the Parties. The Purchaser
shall establish its own ordering procedures with the Supplier.
The Purchaser and the Supplier shall always communicate directly
regarding any specific Order.
3. APPLICABLE TERMS
The General Terms and Conditions of Purchase, attache Appendix 2
("GTC"), shall as apply and the application of any other general terms
and conditions is specifically excluded.
4. SCOPE OF THE PURCHASE AGREEMENT
The Purchaser shall purchase, via separate Purchase Orders ("Order"),
the following Equipment from the Supplier: Performance Controller
Subject to the quality of the Equipment meeting the requirements of the
Purchaser and the availability of the Equipment by the Supplier, the
Purchaser shall prefer the purchases of the Equipment from the Supplier.
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Appendix 1 (Specification) is the detailed description of the Equipment.
Appendix 3 (Technical Documentation) is the list of drawings and other
technical documents to be delivered with the Equipment, including the
delivery times thereof.
5. DELIVERY
The Supplier shall deliver the Equipment to the Purchaser FOB Ann Arbor
(INCOTERMS 1990) .
Supplier shall only be obligated to deliver the Equipment to location
designated by Purchaser in Appendix 1, located in the United States.
Supplier shall have no obligation to deliver the Equipment to multiple
locations or locations outside the United States.
The Delivery Time (GTC 4) shall be stated on the order transmittal, and
calculated from the date of each Purchase Order.
6. PURCHASE PRICE
The Purchase Prices for the Equipment shall be as set out in the Price
List attached hereto as Appendix 4. The Supplier will incorporate last
column pricing throughout each twelve-month period.
The Purchase Prices shall fully cover the costs for all the obligations
of the Supplier and the Supplier shall not be entitled to mark any
additional charges, such as packing, cartage, drayage or handling
charges or charges for small deliveries.
7. TIME OF PAYMENT
Payments shall be made within thirty (30) days calculated from the
Delivery of each ordered Equipment subject to the receipt of the
Supplier's respective invoice.
8. VOLUME INDICATIONS
Any indications as to the volumes of Equipment to be purchased by the
Purchaser during the validity of this Purchase Agreement are given as
the best estimate only and shall not be construed as legally binding.
9. DAMAGES (GTC 4.3)
If the Supplier fails to deliver the equipment at the times specified in
Article 5 of this Purchase Agreement and on the individual Purchase
Orders, and the Purchaser pays or incurs any damages, penalty or other
charges for a late delivery or performance under the terms of the
Purchase Agreement on account of Supplier's late delivery, Supplier
shall immediately indemnify and hold harmless the Purchaser therefore
from all such damages and costs.
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10. GUARANTEE PERIOD (GTC 5.4)
The Guarantee Period for the Equipment shall be 18 months from Delivery
of the equipment, or twelve (12) months after installation, whichever is
first. Appendix 6
11. CONTRACT DOCUMENTS
In the event of any conflict between the provisions of this document and
any Appendix to this Purchase Agreement listed below, or between any two
Appendixes, this document shall govern and Appendices shall be
interpreted in their numbered order.
Appendix 1 Specification
Appendix 2 General Terms and Conditions of the Purchase Appendix 3
Technical Specification Appendix 4 Price List Appendix 5 Example of
Purchase Order Form Appendix 6 Warranty Appendix 7 Participating Units
12. PARTIES REPRESENTATIVES (GTC 8)
For the Purchaser: /s/ Rod Hoyving
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Rod Hoyving, Vice President
For the Supplier: /s/ Stephen L. Shulman, President
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Stephen L. Shulman, President
13. OTHER PROVISIONS
This Agreement contains all the terms agreed upon between the parties
with respect to the subject matter hereof and supersedes all agreements,
and communications, whether oral or written, pertaining to the subject
of this Agreement. Any modifications to this Agreement may be
accomplished only by amendment as accepted by both parties in writing,
to be effective from the agreed date.
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The parties have executed this Purchase Agreement in two identical copies, one
for each party.
WITNESSES: "SUPPLIER"
Power Efficiency Corporation,
a Delaware Corporation
By: /s/ Stephen L. Shulman
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Stephen L. Shulman
-------------------------- Managing Member
Date: 9/20/00
"PURCHASER"
Millar Elevator Service Company, a
Division of the Schindler Group
By: /s/ Rod Hoyving
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Date: 9/1/2000
