Manufacturing and Equipment Purchase Agreement between GoldSpring Inc. and RMS-Ross Corporation (June 2, 2003)
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Summary
GoldSpring Inc. (GSI) and RMS-Ross Corporation (RMS) have entered into an agreement for GSI to purchase mining equipment from RMS for use at GSI's Nevada property. RMS will manufacture and supply specified equipment, provide warranties, and assist with assembly and startup. GSI will make payments according to a set schedule and is responsible for obtaining necessary permits. If GSI defaults on payments, RMS may sell the equipment to another buyer. Disputes will be resolved by arbitration in British Columbia, Canada.
EX-2.2 4 ex2_2.txt Exhibit 2.2 Date: June 2, 2003 Reference GSI/61503/a Final MANUFACTURING CONTRACT ---------------------- BETWEEN: GOLDSPRING INC. 14354 N Frank Lloyd Wright Blvd. Phone: 480 ###-###-#### Suite 4 Fax: 480 ###-###-#### Scottsdale AZ 85260 Hereinafter: "GSI" AND: RMS-ROSS CORPORATION 44325 Yale Road West, Chilliwack, British Columbia, V2R 4H2 Canada Hereinafter: "RMS" WHEREAS: 1. RMS is in the business of manufacturing mining recovery systems for placer mining companies around the world, and 2. GSI has a placer property that they have tested and deemed to be of sufficient caliber to be a production property, located in Carson City, Nevada. 3. RMS principals have visited the GoldSpring Properties with GoldSpring staff and have jointly agreed that the following equipment will optimize recoveries of the gold profiles identified on the properties. THEREFORE: I. GSI has decided to acquire the following mining equipment from RMS: LARGE SCALE MINING SYSTEM (200 TON PER HOUR): 1. Water Pump: HIGH HEAD 8 X 6 CORNELL PUMP (2600 GPM @ 360' HEAD) MODEL 6HH-EM-18-1; SN; 88802 16.44 POWERED BY A MODEL 3306 DIT CATERPILLAR ENGINE SN 64Z 18293 WITH automatic shutdowns and mounted on a skid with a 300 gallon Diesel fuel tank $ 38,700 2. Good Used Caterpillar or Cummins 250 KW Generator set 460 volts, 60 cycle, 3 Phase with shelter and fuel tank, auto shutdowns $ 25,000 3. Three foot x Sixteen foot Grizzley Pan Feeder with 30 hp Drive
NOTE THE ABOVE SYSTEM DOES NOT INCLUDE THE PIPING FROM THE PUMP TO THE PLANT. II This equipment will be purchased by GSI from RMS under the following terms and conditions: A. RMS certifies that: (1) all of the equipment built by RMS will be built to the highest standards. (2) all bearings and non abrasive wear parts built by RMS will be warranted for one year except in cases of abuse. (3) if used equipment is selected, GSI will be contacted for their approval, prior to purchase by RMS. RMS will examine the equipment to the best of its ability, in an effort to supply the best value to GSI. (4) Delivery: RMS guarantees to have the equipment in this contract ready for delivery in twelve to fourteen weeks from receipt of the down payment. Customer will arrange for shipment and insurance from the RMS factory, unless arrangements are made with RMS for this service. (5) Terms: The Down Payment will be 50% of the contract sum. However, RMS agrees to accept $100,000 from GSI to order the long lead time items and to start the engineering. A further $100,000 will be paid within three weeks and the Down Payment will be completed within six weeks from the first payment, unless other arrangements are made. A further 25% will be paid no later than 10 weeks from the receipt of the first payment. The balance will be paid just prior to shipment. (5) The RMS plant is open to inspection by GSI any time during normal operating hours during the construction phase. (6) RMS agrees to make personnel available on a consulting basis to assist in the assembly and start up of the equipment on the property for seven days for expenses (including travel) only. $500 US per day, plus expenses, thereafter. However, RMS is able to suggest suitable, permanent employees for GSI without participation by RMS. (6) RMS agrees to supply manuals, operating instructions and suggested piping layouts for the plant to GSI when the equipment is ready for shipment. (8) RMS agrees to keep GSI updated on any changes that may be required because of long lead times on delivery of outside equipmemt. B. GSI agrees: (1) That all funds will be paid promptly when due, by wire, to the following account: BANK OF AMERICA C\O RMS-ROSS CORPORATION Account Number #55215974, Sumas, Washington Branch Tel: 206 ###-###-#### International Routing number #125000024 (2) That GSI will have all of the proper operating permits in place for the operations and that they take responsibility for any operating situations that are created by GSI personnel operating the mining property, while RMS advisory personnel are on site. (3) If GSI elects to operate without proper settling ponds, or damage protected plants without permit or somehow violate other Nevada laws, that RMS advisory personnel will be held harmless. (4) In case of default by GSI (any payment more than 30 days later than required by this agreement), (or a number of days agreed upon by both parties as an extension), the equipment will be held for an additional 30 days by RMS. If at that time, GSI is not able to bring the payments up to date, RMS have the right to seek another buyer for the equipment. RMS will will not be required to refund any funds to GSI until an alternate buyer is found for the equipment. At that time, RMS will deduct a 20% sales commission (less interest of 10% accumulated on the unpaid balance owing by GSI at the time of default until the time of alternate sale) on the total sales price to the new customer (5) This agreement, in case of dispute will be arbitrated according to the arbitration rules of British Columbia, Canada AGREED THIS 2 ND DAY OF JUNE, 2003 -------------- GOLDSPRING INC. RMS-ROSS CORPORATION /s/ John F. Cook /s/ W.T. Plummer - --------------------------- --------------------------------- Mr. John F. Cook, President Mr. W. T. Plummer, President
