HomeMy WebLinkAbout01-2227 PARTIES
lebt.r name'{last name first if individual) and mailing address:
oover Engineering Services
58 Gaumer Road, Ste. I00
ew Cumberland, PA 120'70
)ebtor name (last name first if individual) and mailing address:
3ebtor name (last name first if individual) and mailing address:
fa
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Secured Party(les) names(s) (last name first if individual) and address
for security interest information:
~ikon Inc., Instrument Group
1300 Walt Whitman Road
~elville, NY 11747 2
Assignee(s) of Secured Party name(s) (last name first if individual) and
address for security interest information:
2u
Special Types of Parties (check if applicable):
[] The terms "Debtor" and "Secured Party" mean "Lessee" and "Lessor,"
respectively.
[] The terms "Debtor" and "Secured Party" mean "Consignee" and
"Consignor," respectively.
[] Debtor is a Transmittin9 Utility.
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SECURED PARTY SIGNATURE(S)
['his statement is filed with only the Secured Party's signature to perfect
~ security interest in collateral (check applicable box(es))-
~. [] acquired after a change of name, identity or corporate structure of
the Debtor.
~. [] as to which the filing has lapsed.
:. already subject to a security interest in another county in Pennsylvania-
[]when the collateral was moved to this county
[]when the Debtor's residence or place of business was moved to
this county.
I. already subject to a security interest in another jurisdiction-
[]when the collateral was moved to Pennsylvania.
[]when the Debtor's location was moved to Pennsylvania,
~. [] which is proceeds of the collateral described in block 9, in which a
security interest was previously perfected (also describe proceeds in
block 9, if purchased with cash proceeds and not adequately
described on the original financing statement).
Secured Party Signature(s)
(required only if box(es) is checked above):
STANDARD FORM - FORM UCC- 1 {7-89)
Approved by Secretary of Commonwealth of Pennsylvania
FINANCING STATEMENT
Uniform Commercial Code Form ~C=~:umberland Count
IMPORTANT-Please read instructions on
reverse side of page 4 before completing
Filing No. (stumped by filing officer): Date, Time, Filing Office (stamped by filing officer):
This Financing Statement is presented for filing pursuant to the Uniform Commercial Code,
and is to be filed with the (check applicable box):
[] Secretory of the Commonwealth.
xI~ Prothonotary of Cumberland
[] real estate records of
Number of Additional Sheets (if any): ~
Optional Special Identification (Max. 10 oharacters):
COLLATERAL
Identify collateral by item and/or type:
See attached for collateral.
Ref: 78742
County.
County.
El (check only if desired) Products of the collateral are also covered. 9
Identify related real estate, if applicable: The collateral is, or includes (check appropriate box(es))-
a, [] craps growing or to be grown on -
h. ~ 9oDds which are or are to become fixtures De -
c. [] minerals or the like (including oil and gas) as extracted on -
d [] accounts resulting from the sale of minerals or the like (including oil and gas) at the wellhead or
minehead on -
the following real estate:
Street Address:
Described at: Book __ of (check one) [] Deeds [] Mortgages, at Page(s)
for County. Uniform Parcel Identifier
[] Described on Additional Sheet
Name of record owner (required only if no Debtor has an interest of record):
Debtor Signature(s):
DEBTOR SIGNATURE(S)
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Hoover Engineeri~ Services
lh
RETURN RECEIPT TO:
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RETURN TO:
LEXIS ® DOCUMENT SERVICES
RD, Box 2969
Springfield, Illinois 82708
NOTE- This page will not be returned Dyihe DePartment of State.
(1) FILING OFFICE ORIGINAL
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For Office Use Only:
Purchase Agreement No.:787~
Social Security No: 191-46-3651
Federal Tax ID No.:
Nikon Purchase Program
Purchase Agreement
This Agreement for the purchase of the surveying equipment described below is entered into as
of this 23~ .day of FebruarV, 2001 (the "Effective Date") by and between Nikon Instruments
Inc. of 1300 Walt Whitman Road, Melville, NY 11747 ("Nikon") and Hoover En~ineerino Services
/Purchaser") of (Address) 658 Gaumer Road, Ste. 100, New Cumberland, PA f7070.
Telephone 717-770-0`/00. Contact: Chris A. Hoover. In consideration of the mutual promises
contained in this Agreement, the parties agree as follows:
1. Nikon agrees to sell and Purchaser agrees to buy the equipment listed below (the
"Equipment"):
Item No. Model & Description SIN Qty. Unit Pdce + Sales Tax* = Price
6601480 DTM-520 1 $7,932.72 $7,932.72
$475.96
$8,408.69
2. The aggregate purchase price for the Equipment is $8,408.69 the
(Aggregate Price") and is payable by Purchaser to Nikon as follows:
Upon the execution of this Agreement by Purchaser, a down payment of
$84a. s8 which shall be returned to Purchaser if this Agreement is not accepted
by Nikon.
Commencing on the first day of the month after Purchaser receives the
Equipment and continuing on the first day of each successive month thereafter,
the sum of $2'/0.00 per month for thirty-six (36) successive months.
c. Simultaneous with the shipment of the Equipment Nikon shall issue to
Purchaser monthly payment forms (the "Monthly Payment Forms") reflecting each of the
payments due under this Agreement. Purchaser shall remit the Monthly Payment Form
reflecting the monthly payment due with each payment made by Purchaser in accordance with
this Agreement.
*Nikon collects sales tax in the following states:
AZ,CA,CO,CT, FL,GA,HI,IL,IN,KY,LA,MD,MA,MI,M N,MO,NC,N J,NM,NY,OH,OK,PA,TX,UT,VA,WA
The payment of sales tax in all other states is the responsibility of the Purchaser.
3. Any payment received by Nikon more than ten (10) days after the due date shall
be deemed to be past due ("Past Due Payment"). Nikon reserves the right to charge interest
on any Past Due Payment ata rate of one and one-half (1 1/2%) percent per month or the
maximum rate allowed by law, whichever is lower.
4. All deliveries of Equipment under this Agreement shall be F.O.B. Nikon's point of
shipment. Title and risk of loss or damage to the Equipment shall pass to the Purchaser upon
delivery of the Equipment to the carrier.
5. To secure payment of the Aggregate Price, Purchaser hereby grants Nikon, and
Nikon retains, a purchase money security interest in the Equipment.
a. Purchaser shall (I) execute, upon request, all financing statements,
amendments and supplements deemed necessary or desirable by Nikon to perfect its security
interest in the Equipment (collectively, "Financing Statements") and/or (ii) hereby authorizes
Nikon, its agent or assignee to execute for and on behalf of Purchaser such Financing
Statements in Purchaser's stead as Purchaser's attorney in fact with full power of substitution.
b. Purchaser authorizes Nikon to file a copy of this Agreement or a Financing
Statement or a carbon, photocopy or other reproduction of this Agreement or Financing
Statement, as a Financing Statement with the appropriate state or local authority. A Financing
Statement may be filed without Purchaser's signature on the basis of this Agreement where
allowed by law.
6. Purchaser warrants that all i~formation contained in any financial, credit, or
accounting statement furnished in connection with this Agreement is complete, true and correct.
7. As long as Nikon retains a security interest in the Equipment, Purchaser agrees to
(i) maintain the Equipment free from liens and encumbrances; not use nor allow use of the
Equipment in any manner likely to be injurious to it; not make or permit any alterations without
the prior written consent of Nikon; permit inspection by Nikon as reasonable times; and (ii)
maintain at its own expense comprehensive general liability insurance to the full insurance
value of the Equipment to protect against property damage or loss whether due to fire, theft or
other casualty loss.
8. In the event that the Aggregate Price is twenty thousand ($20,000.00) dollars or
more, then in such event Purchaser shall at its own cost and expense carry insurance in an
amount at least equal to the Aggregate Price to fully pay Nikon for damage or loss to any
Equipment. Such insurance shall name Nikon as an additional insured and as loss payee and
may not be terminated, canceled or modified without at least thirty (30) days written notice to
Nikon. Purchaser shall upon the execution of this Agreement provide Nikon with a properly
executed Certificate of Insurance evidencing the aforementioned insurance coverage.
*Nikon collects sales tax in the following states:
AZ,CA,CO,CT,FL,GA,HI,IL, IN,KY,LA,MD,MA,MI,MN,MO,NC,N J,N M,NY,OH,OK,PA,TX,UT,VA,WA
The payment of sales tax in all other states is the responsibility of the Purchaser.
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9. Default: a. If Purchaser fails to make any payment within ten (10) days of its due
date, er fails to perform any other obligations hereunder within thirty (30) days after written
notice thereof, or should Purchaser be or become insolvent or be a party to any bankruptcy or
receivership proceeding or any similar action affecting the affairs or property of Purchaser prior
to payment in full of the Aggregate Price and all other amounts payable hereunder, Nikon may:
(i) with or without demand or notice to Purchaser (if given, notice by mail
to Purchaser's address, shown in this Agreement being sufficient) declare the entire amount
unpaid immediately due and payable;
(ii) enter the premises where the Equipment is located and remove the
Equipment (Purchaser shall assemble the Equipment and make it available to Nikon at a place
which is reasonably convenient to both parties and permit and assist Nikon in effecting the
retaking and removal of the Equipment); and
(iii) sell any or all the Equipment as permitted under applicable law.
Nikon shall apply the proceeds of sale of the Equipment to the payment of the expenses of
retaking, storing, repairing and selling the Equipment, reasonable attorney fees and the
satisfaction of all indebtedness secured under this Agreement. Any surplus shall be paid to
Purchaser and deficiency shall be paid to Nikon by Purchaser.
b. The remedies provided herein shall be cumulative and shall be in addition to all
other remedies provided by law or equity.
10. THE SCOPE Of THE NIKON PRODUCT WARRANTY PACKAGED WITH THE
EQUIPMENT SHALL BE THE SOLE AND EXCLUSIVE WARRANTY OFFERED BY NIKON.
NIKON MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE. IN NO EVENT SHALL NIKON BE LIABLE FOR THE PAYMENT OF
CONSEQUENTIAL OR INCIDENTAL DAMAGES.
11. This document contains the entire Agreement of the parties. Nikon is entering
into this Agreement based upon such representation by Purchaser. No modification of this
Agreement shall be valid unless in writing and signed by the party against which enforcement of
such modification is sought.
12. Nikon may assign this Agreement and convey its interest in the Equipment, or
assign the right to receive payments without the Purchaser's consent, provided that Nikon's
obligations to Purchaser shall not in any way be diminished. Purchaser may not assign this
Agreement without Nikon's prior written consent.
13. If any provision of this Agreement is found to be invalid, illegal or unenforceable,
then this Agreement shall nevertheless continue in full force and effect except for said invalid,
illegal or unenforceable provision.
14. The failure of either party hereto to exercise or enforce any of the terms and
conditions of this Agreement shall not constitute or be deemed a waiver of that party's right
thereafter to enforce each and every term and condition of this Agreement.
*Nikon collects sales tax in the following states:
AZ,CA,CO,CT,FL,GA,HI,IL, IN,KY,LA,M D,MA,MI,MN,MO,NC,NJ,NM,NY,OH,OK,PA,TX,UT,VA,WA
The payment of sales tax in all other states is the responsibility of the Purchaser.
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15. This Agreement shall be governed by and construed in accordance with the laws
of the State of New York. The parties agree that jurisdiction and venue for all suits related to or
arising out of this Agreement shall be proper only in courts located in Suffolk, County, New
York. Purchaser hereby consents to the exercise of personal jurisdiction by such courts.
16. THIS AGREEMENT SHALL NOT BE DEEMED ACCEPTED BY NIKON AND
SHALL HAVE NO FORCE AND EFFECT UNTIL SIGNED BELOW BY AN OFFICER OF
NIKON. ACCEPTANCE OF THIS AGREEMENT IS AT NIKON's SOLE DISCRETION.
In W~tness VVhereof, the parties have executed this Agreement as of the Effective Date.
~ Name_~gf Compare(or Individua~
Authorized Signature
(Name & Title) (Please'Print)
Nikon Instruments Inc..
Authorized Signature
Takeshi Hirai- President
Ship to Dealer for Installation __
*Nikon collects sales tax in the following states:
The payment of sales tax in all other states is the responsibility of the Purchaser.
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