Filed by Bowne Pure Compliance



 




Exhibit 10.1




1140 Avenida Acaso, Camarillo CA 93012

Tel: (805) 389-3499 Fax: (805) 384-0963

Direct (805) 384-0106 E-mail: phil@kreido.com




Purchase Order #:          13331




Purchase Order



 




	 	 	 
	Company: Certified Technical Services, L.P.

	 	Date: May 21, 2007






	 	 	 
	Address (City, State and Zip):

	 	P.O. Box 1635, Pasadena, TX 77501 
	Phone: 713477-0404

	 	Fax : 713-477-5813 






	 	 	 
	 

	 	E-Mail Address: mdelamore@certifiedway.com
	 

	 	Contact Name: Mike Delamore






Delivery Date: TBD

Location (if other than above) : TBD



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Item	 	 	 	 	 	 	 	 	 	 	 	 
	No.	 	Qty	 	Part No.	 	 	 	Description	 	Unit Price	 	Total
	1

	 	 	1	 	 	 	 	 	 	Reference Proposal FB1070-A Rev 1 Attached
	 	$	5,890,058.00	 	 	$	5,890,058.00	 
	 

	 	 	 	 	 	 	 	 	 	Payment Schedule Attached	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Attached Kreido Purchase Terms and Conditions
dated May 1, 2007 apply	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	This order supersedes and replaces Interim PO
13219	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Payment Terms otherwise Net 30 days: see attached
	 	Subtotal
	 	$	5,890,058.00	 
	 

	 	 	 	 	 	 	 	 	 	 	 	Tax
	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	Total
	 	$	5,890,058.00	 






	 	 	 	 	 	 	 
	Accepted by:

	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 






	 	 	 
	Special Instructions:
	 	 
	 

	 	 
	 
	 	 
	 

	 
	 	 
	 

	 
	 	 
	 







	 	 	 
	Drawings Provided: (Yes/ No) If Yes, Describe:
	 	 
	 

	 	 
	 
	 	 
	 







	 	 	 	 	 	 	 
	Kreido Authorization:

	 	 	 	Date:
	 	May 22, 2007
	 

	 	 
	 	 	 	 





 


 









 





PURCHASE ORDER TERMS AND CONDITIONS




KREIDO BIOFUELS INC. (“PURCHASER”) AGREES TO PURCHASE FROM SELLER THE ITEMS SET FORTH ON THE FACE
OF THIS PURCHASE ORDER UPON THE FOLLOWING TERMS AND CONDITIONS:



1. ACCEPTANCE OF THIS PURCHASE ORDER IS LIMITED TO THE TERMS HEREOF. Changes or cancellation
of this Purchase Order may be made only by a revised order signed by an authorized representative
of Purchaser.



2. DEFINITIONS: “Seller” means the entity furnishing any goods pursuant to this Purchase
Order, including that entity’s employees, agents, subcontractors, and parent, subsidiary and
affiliated entities. “Items” means any and all goods or materials provided by Seller pursuant to
this Purchase Order.



3. PAYMENT: Purchaser’s payment obligations shall be net thirty (30) day following its
receipt of the Items or of an invoice from Seller, whichever is later, unless specified otherwise
on the lace of this Purchase Order. The price specified in the Purchase Order includes all
applicable federal, state and local taxes (unless otherwise specified) and includes the cost of
delivery of all items to the Purchaser’s receiving dock at 1140 Avenida Acaso, Camarillo, CA 93012,
freight, insurance, and cartage prepaid unless specified otherwise on the face of this Purchase
Order.



4. TIME OF DELIVERY. Time is of the essence for the performance of all of Seller’s
obligations and duties under this Purchase Order. Seller shall give Purchaser notice of any
prospective failure to ship Items in time to meet the specified delivery. If only a portion of
Items is available for shipment to meet the specified delivery dates. Seller shall ship the
available Items unless directed by Purchaser to reschedule shipment. In that event, Seller shall
pay any additional shipping charges caused by the additional shipments. Failure by Seller to meet
specified delivery dates shall constitute a material breach of this Purchase Order. In the event
of such a breach, Purchaser may, at its option, take one or more of the following actions: (a)
extend the time for delivery (b) cancel this Purchase Order in whole or in part, or (c) require
Seller to ship all or part of the Items by air transportation or other expedient means acceptable
to Purchaser. In the latter event, Seller shall pay for any resulting increase in the cost of
freight incurred over that which would have been incurred by the method of transportation specified
in this Purchase Order. Seller shall also be liable to Purchaser for Purchaser’s actual and
consequential damages caused by Seller’s late delivery or short delivery of any Items.



5. QUANTITIES: Seller shall furnish the specific quantity of the Items called for in this
Purchase Order. Except as specified elsewhere in this Purchase Order or by prior written agreement
signed by Purchaser, no variation in these quantities shall be accepted. Purchaser may return
excess quantities at Seller’s expense.



6. PACKAGING AND SHIPPING INSTRUCTIONS. Seller shall preserve, package, handle, and pack the
Items so as to protect the Items from loss or damage, in conformance with good commercial practice.
Purchaser specifications, government regulations, and other applicable requirements. Seller shall
be responsible for any loss or damage due to its failure to properly preserve, package, handle, or
pack the Items: Purchaser shall not be required to assert any claims for such loss or damage
against the common carrier involved. Each shipping



 


 









 






container and all intermediate containers must be marked to show Purchaser’s Purchase Order
number, Purchaser’s part number, and quantity. A packing list showing this information must be
included in each shipment, and the container that has the packing list shall be labeled on the
exterior “Packing List Enclosed.”



7. WARRANTIES. Seller warrants and certifies that: (a) the Items shall conform to the design
criteria, specifications, operational requirements, quality requirements, drawings, samples, or
other descriptions furnished or specified by Purchaser or furnished by Seller and accepted by
Purchaser: (b) all Items shall be merchantable, of good workmanship, and free from defects: (c)
unless otherwise specified herein, all Items and the components thereof are new and have not been
previously used: (d) the Items are fit for use for their ordinary intended purposes as well as any
special purpose specified by Purchaser, (e) and all Items and the sale thereof do not, and the use
of the same for their ordinary intended purposes as well as any special purpose specified will not
constitute infringement or contributory infringement of any patent, or infringement of any
copyright of trademark, or violation of any trade secret: and (f) Seller has good title to the
Items free from all liens, encumbrances, or other claims against title. These warranties shall
survive any inspection, delivery, acceptance or payment by Purchaser for the Items and are in
addition to, and shall not be construed as restricting or limiting any warranties of Seller,
express or implied or that exist by operation of law. These warranties shall be effective for a
minimum of 12 months after equipment or part purchased is put into service, or 18 months after
receipt at the designated shipping location.



8. NON-CONFORMING ITEMS. All Items shall be subject to inspection and testing by Purchaser
at Seller’s plant and at destination. Notwithstanding any test or inspection at Seller’s plant, all
Items will be subject to final acceptance at final destination. If any Item is defective or
otherwise not in conformity with the requirements of this Purchase Order, Purchaser, at its option,
may: (i) return that Item to Seller, at Seller’s risk, for credit and Seller shall pay Purchaser
for all packing, handling and transportation expenses: or (ii) demand that Seller pay it promptly
for expenses incurred in remedying the detective or nonconforming Items: or (iii) demand that
Seller, upon notification from Purchaser, expeditiously replace any defective or rejected Item, at
Seller’s expense. Seller agrees that it shall comply with any demand made by Purchaser hereunder.
Purchaser may offset against Seller’s account expenses incurred to remedy any defective or rejected
Item and all handling and transportation expenses incurred with respect to those Items. Payment of
any Item shall not be deemed an acceptance of that Item or a waiver of any right to test or inspect
that Item.



9. INFRINGEMENT OF INTELLECTUAL PROPERTY. Seller shall defend, indemnity, and hold harmless
Purchaser and its affiliates, subsidiaries, assigns, subcontractors, and customers from and against
all claims, losses, demands, fees, damages, liabilities, costs, expenses, obligations, causes of
action, suits, or injuries, of any kind or nature, arising from (i) any actual or claimed
infringement of patents, trademarks, service marks, trade secrets, mask work rights, or copyrights
with respect to Goods and Services, except to the extent that the infringement arises solely and
directly out of compliance with Purchaser’s written specifications, or (ii) Seller’s failure to
comply with the requirements of the last sentence of this paragraph. Without limiting the
generality of the foregoing, if the use by Purchaser or its affiliates, subsidiaries, assigns,
subcontractors, or customers of any Item is enjoined (“Infringing Product”), Seller shall at its
expense use its best efforts to procure the right to continue using the Infringing Product If
Seller is unable to do so, Seller shall at its expense (i) replace the



 


 









 






Infringing Product with a non-infringing product, (ii) modify the Infringing Product to be
non-infringing, or (iii) if unable to replace or modify the Infringing Product, refund in full all
costs paid by Purchaser for the Infringing Product. Seller shall remove from all items rejected,
returned or not purchased by Purchaser. Purchaser’s name and any of Purchaser’s trademarks,
tradenames, insignia, part numbers, symbols, or decorative designs, prior to any other sale, use,
or disposition of such Items by Seller.



10. PURCHASER’S PROPERTY. Any and all technical information or data, ideas, designs,
sketches, drawings, blueprints, patterns, dies, models, molds, tools, jogs, fixtures, plates, cuts,
special appliances and materials furnished or paid for by Purchaser, or developed by Seller, in
connection with this Purchase Order (“Technical Data”) shall be and remain the property of the
Purchaser. Purchaser shall have the right to enter Seller’s premises and remove such Technical
Data at any time without being guilty of trespass or liable for damages or expenses of any kind.
All such Technical Data shall be used only in performance of work under this Purchase Order, unless
Purchaser consents otherwise in writing. Seller shall prominently mark all Technical Data as
property of Purchaser. Seller shall also mark all Technical Data with corresponding drawing
number. Seller shall similarly list all Technical Data on invoices, and they shall be at Seller’s
risk and shall be replaced by Seller if lost, damaged, or destroyed. They shall be maintained in
good condition, at Seller’s expense, and kept insured by Seller, with loss payable to Purchaser.
Sell shall, without limitation as to time, indemnify and save Purchaser harmless from all claims
which may be asserted against said property, including, without limitation, mechanic’s liens or
claims arising under Workmen’s Compensation or occupational injury laws, and from all claims from
injury to persons or property arising out of or related to such items or their performance under
this Purchase Order. All information disclosed to Seller by Purchaser shall be deemed proprietary
and will be protected by Seller in the same manner Seller protects its own proprietary information.



11. DATA — WITHHOLDING OF PAYMENT. If Technical Data (as defined previously in this Purchase
Order) or any part thereof, is not delivered within the time specified in this Purchase Order or is
deficient (including having restrictive markings not specifically authorized by the Purchase
Order). Purchaser may, until such Technical Data is delivered or deficiencies are corrected,
withhold payment to the Seller. Additionally, Seller will return all drawings, prints, etc., that
our ownership of Purchaser, Manuals — Seller shall furnish three (3) copies of parts, lists,
descriptive literature, cross-section drawings, exchanger gasket drawings, operating and
maintenance manuals, data sheets, and recommended spare parts list, including individual parts
cost, material identification, and delivery time. This information should be supplied within 30
days after placement of the order. If the Seller furnishes parts by another manufacturer, the
original manufacturer’s part identification, and related manuals, as well as the Sellers
identification, should be shown.



12. ASSIGNMENT: Seller shall not delegate any duties, nor assign any rights or claims under
this Purchase Order, or for breach thereof, without the prior written consent of Purchaser, and any
attempted delegation or assignment shall be void. Ali claims for monies due or to become due from
Purchaser shall be subject to deduction by Purchaser for any setoff or counterclaim arising out of
this or any other of Purchaser’s orders with Seller, whether the setoff or counterclaim arose
before or after any attempted assignment by Seller.



13. LEGAL COMPLIANCE: Seller at all times shall comply with all applicable federal, state,
municipal and local laws, orders and regulations relating in any way to the
production, manufacture, sale and delivery of the Items, including but not limited to those
affecting or limiting prices, production purchase, sale and use of materials.


 


 









 





14. CONFIDENTIAL INFORMATION: Any knowledge or information that Seller may disclose to
Purchaser shall not be deemed to be confidential or proprietary information and is acquired by
Purchaser free from any restriction as part of the consideration for this Purchase Order. Except
as required by the express terms of this Purchase Order, Seller shall not use or disclose any
confidential information of Purchaser that is obtained from Purchaser or otherwise prepared or
discovered “Confidential information” includes, without limitation, Technical Data (as curlier
defined), all information designated by Purchaser as confidential, all information or data
concerning Purchaser’s products (including the discovery, invention, research, improvement.
development, manufacture or sale thereof) or general business operations (including costs.
forecasts, profits, pricing methods, and processes), information obtained through access to any
information systems (e.g. computers, networks, voice mail. etc.) and any information which, if not
otherwise described above, is of such a nature that a reasonable person would believe it to be
confidential. Any knowledge, specifications, drawings, blueprints, samples, models, or information
that Purchaser discloses to Seller is also deemed confidential, proprietary information of
Purchaser. Material made in accordance with Purchaser’s specifications and drawings, and any other
information (including denial or confirmation) relative to the Items or to this Purchase Order,
shall not be furnished or quoted to any person or entity without Purchaser’s prior written consent.
All spoiled or defective materials or products which contain any confidential information, trade
secret or patented device shall be subject to disposition by Purchaser and returned to Purchaser
upon demand. Seller shall deliver to Purchaser, at Sellers expense, any and all Confidential
Information at the earlier of the termination of this Purchase Order or when Seller no longer has
any need or use of the Confidential Information in order to accomplish its duties under this
Purchase Order.



15. PROOF OF PAYMENT: Seller shall furnish affidavits and instruments certifying that
payment has been made for all labor materials and services furnished by outside providers used in
the performance or tiling of this Purchase Order, as well as all releases and indemnities required
at the time for payment, and written guaranties with respect to the labor, materials and services
supplied by Seller. These documents shall be in such form and substance as may be required by or
from Purchaser.



16. ACCEPTANCE: By Seller’s signature on the front of this Purchase Order, Seller signifies
its acceptance of this Purchase order and its agreement to comply fully with these terms and
conditions. NONE OF SELLERS TERMS AND CONDITIONS CONTAINED ANY QUOTATION, ACKNOWLEDMENT, INVOICE,
OR INSTRUMENT ACKNOWLEDGING ITS ACCEPTANCE OF THIS PURCHASE ORDER SHALL APPLY. Seller may not ship
under reservation.



17. MODIFICATIONS: This Purchase Order constitutes the complete and exclusive agreement
between Purchaser and Seller relating to the subject matter of this Purchase Order and supersedes
and replaces all other agreements, understandings, representations, and promises. There can be no
modification, amendment or recession of this Purchase Order without the written agreement of
Purchaser and Seller. Purchaser reserves the right and Seller agrees to accept reasonable changes
to this Purchase Order, including but not limited to changes as to quantities, packing, testing,
destinations, specifications, designs and delivery schedules but those changes will be authorized
only by Purchaser in writing. Nothing by Purchaser shall be deemed



 


 









 






to be a waiver of any provision of this Purchase Order unless such waiver is in writing.
Furthermore, no waiver by Purchaser of any breach of this Purchase Order by Seller or of any other
matter shall constitute a waiver of any other branch or of any other matter.



18. TERMINATION FOR CONVENIENCE:





a. The Purchaser may terminate the performance of work under this Purchase Order in
whole, or from time to time in part, whenever the Purchaser shall determine that such
termination is in the best interest of the Purchaser. Any such termination shall be
effected by delivery to the Seller of a Notice or Termination specifying the extent to which
performance of work under the Purchase Order is terminated and the date upon which such
termination becomes effective.




b. After receipt of a Notice of Termination and except as otherwise directed by the
Purchaser, theSeller shall:




1) Stop work under the Purchase Order on the date and to the extent
specified in the Notice of Termination:




2) Place no further orders or subcontracts for materials, services or
facilities, except as may be necessary for completion of such portion of the
work under the Purchase Order as is not terminated:




3) Terminate all orders and subcontracts to the extent that they relate
to the performance of work terminated by the Notice of Termination.




4) Assign to Purchaser in the manner at the times and to the extent
directed by the Purchaser, all of the rights, title, and interest of the
Seller under the orders and subcontracts so terminated. In which case
Purchaser shall have the right, in its discretion, to settle or pay any or
all claims arising out of the termination of such orders and subcontracts:




5) Settle all outstanding liabilities and claims arising out of such
termination of orders and subcontract with the approval or ratification of
The Purchaser, to the extent he may require which approval or ratification
shall be final for all the purposes of this Clause:




6) Transfer title and deliver to Purchaser, in the manner, at the times
and to the extent, if any directed by the Purchaser (A) the fabricated or
unfabricated parts, work in process, completed work, supplies and other
material produced as part of or acquired in connection with the performance
of the work terminated by the notice of Termination, and (B] the completed
or partially completed plans, drawings, information, and other property
which, if the Purchase Order had been completed, would have been required to
be furnished to Purchaser:


 


 









 






7) Use his best efforts to sell, in the manner, at The times to the
extent, and at the price or prices directed or authorized by the
Purchaser, any property of the types referred to in 6) above: provided
however, that the Seller (A) shall not be required to extend credit -co any
purchasers and (B) may acquire any such property under the conditions
prescribed by and at a price or prices approved by the Purchaser: and
provided further that the proceeds of any such transfer of disposition shall
be applied in reduction of any payments to be made by Purchaser to the
Seller under this Purchase Order or shall otherwise be credited to the price
or cost of the work covered by the Purchase Order or paid in such other
manner as the Purchaser may direct;




8) Complete performance of such part of the work as shall not have been
terminated by the Notice of Termination; and




9) Take such action as may be necessary, or as the Purchaser may
direct. for the protection and preservation of the property related to this
Purchase Order which is in the possession of the Seller and in which
Purchaser has or may acquire an interest. The Seller shall submit to the
Purchaser a list certified as to quantity and quality of any or all items of
termination inventory riot previously disposed of exclusive of items the
disposition of which has been directed or authorized by the Purchaser, and
may request Purchaser to remove such items or enter into a storage agreement
covering them. Not later than fifteen (15) days thereafter. Purchaser will
accept title to such items and remove them or enter into a storage agreement
covering the same. Not later than fifteen (15) days thereafter, Purchaser
will accept title to such items and remove them or enter into a storage
agreement covering the same: provided that the list submitted shall be
Subject to verification by the Purchaser upon removal of the items or if the
items are stored, within forty-five (45) days from the date of submission of
the list, and any necessary adjustment to correct the list as Submitted
shall be made prior to final settlement




c. After receipt of a Notice of Termination, the Seller shall submit to the Purchaser
his termination claim in the form and with certification prescribed by the Purchaser. Such
claim shall be submitted promptly but in no event not later than thirty (30) days from the
effective date of termination.




d. Subject to the provisions of subparagraph c., the Seller and the Purchaser may agree
upon the whole or any part of the amount or amounts to be paid to the Seller by reason of
the total of partial termination of work pursuant to this Clause, which amount or amounts
may include a reasonable allowance for profit on work done but not including any anticipated
profits: provided that such agreed amount or amounts exclusive of settlement costs, shall
not exceed that total contract price as reduced by the amount of payments otherwise made and
as further reduced by the Purchase Order price of work not terminated. The Purchase Order
shall be amended accordingly and the Seller shall be paid the agreed amount.




e. IN NO EVENT SHALL PURCHASER BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL
DAMAGES OR COSTS OF ANY KIND, NO MATTER HOW THEY ARE CAUSED. NOR IS PURCHASER



 


 









 






LIABLE FOR ANY DAMAGES OR LIABILITIES IN EXCESS OF THE PRICE OF ANY SINGLE COMPONENT,
WHICH IS THE SUBJECT OF ANY CLAIM, OR THE AMOUNT OF THIS AGREEMENT, WHICHEVER IS LESS.



19. GOVERNING LAW. “This contract is made in Ventura County. California and shall be
construed in accordance with and governed by the laws of the State of California. In the event of
any lawsuit or arbitration to enforce, interpret, or relating to this Purchase Order. Seller
consents to personal jurisdiction in California, and the parties agree that venue of any such
proceeding shall be in Ventura County, California and expressly waive any right which they might
have for venue and jurisdiction to lie elsewhere.



20. BREACH AND REMEDIES. If Seller breaches any provision of this Order, Purchaser may
except as otherwise prohibited by United States Bankruptcy laws, terminate the whole or any part of
this Purchase Order, unless Seller cures the breach within ten work days after receipt of
Purchaser’s notice of breach. For purposes of this section, the term “breach” shall include
without limitation, any (i) proceeding whether voluntary or involuntary, in bankruptcy or
insolvency by or against Seller, (ii) appointment, with or without Seller’s consent, of a receiver
or an assignee for the benefit of creditors, (iii) failure to provide Purchaser upon request. with
reasonable assurances of performance, (iv) Seller’s failure to deliver any Item as scheduled, (v)
Seller’s failure to replace or correct a defective Item in accordance with the terms hereof, or
(vi) any other failure by Seller to comply with any term or condition of this Purchase Order. In
the event that Purchaser terminates this Purchase Order in whole or in part as provided in this
section. Purchaser may procure, upon such terms and in such manner as Purchaser reasonably deems
appropriate, products similar to the Items. Seller shall reimburse Purchaser upon demand for all
additional costs incurred by Purchaser in purchasing such similar products. Any remedies specified
in this Purchase Order are cumulative and additional to any other remedies provided in law or
equity. HOWEVER, IN NO EVENT SHALL PURCHASER BE LIABLE TO SELLER FOR INCIDENTAL OR CONSEQUENTIAL
DAMAGES. All of the terms of this Purchase Order are material terms and no waiver of or exception
to any of the terms, conditions or provisions contained in the Purchase Order shall be valid unless
specifically agreed to in writing by Purchaser.



21. ARBITRATION. Any controversies or disputes arising out of or relating to this Purchase
Order shall be resolved by binding arbitration in accordance with the then current Commercial
Arbitration Rules of the American Arbitration Association. The parties shall endeavor to select a
mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this
Purchase Order. In the event the parties are unable to agree to such a selection, each party will
select an arbitrator and the two arbitrators shall in turn select a third arbitrator. The
arbitration shall take place in Ventura County, California.



All documents, materials, and information in the possession of each party that are in any way
relevant to the claims(s) or disputes) shall be made available to the other party for review,
inspection and copying no later than sixty (60) days after the notice of arbitration is served.



The arbitrator(s) shall not have the authority, power or right to alter, change, amend,
modify, add, or subtract from any provision of this Purchase Order. The arbitrator(s) shall have
the power to issue mandatory orders, restraining orders, and injunctions in connection with the
arbitration. The award entered by the arbitrator(s) shall be final and binding upon the parties
and judgment may be entered thereon in any court of competent jurisdiction. During the course of
any arbitration proceeding, Seller shall continue to perform its obligations to Purchaser
under this Purchase Order.


 


 









 





22. SEVERABILITY. The invalidity in whole or in part of any provision of this Purchase Order
shall not affect the validity of any other provisions. Furthermore, if a court or arbitrator finds
or concludes that any provision of this Purchase Order is invalid, then the court or arbitrator
shall, to the extent possible, enforce the provision to the maximum extent permitted by law so as
to give the maximum effect to the apparent intent of the provision.



23. ATTORNEY’S FEES AND DAMAGES. In the event that either party files suit or initiates an
arbitration to enforce or interpret this Purchase Order or any of its provisions, the prevailing
party shall be entitled to recover its reasonable attorneys’ fees, costs, and expenses (including
expert witness fees) in addition to all other damages and remedies to which it may be entitled.
However notwithstanding anything in this Purchase Order to the contrary, Purchaser shall not be
liable to Seller for punitive, exemplary, additional, or multiplied damages for any reason
whatsoever. Seller hereby expressly waives any claim which it might have to such damages.