Sale of Goods 1. The Seller will sell, transfer, and deliver to the Purchaser the following goods on or before May 31, 2012 (the “Goods”) a. 10,000 widgets Purchase Price 2. The Purchaser will accept the Goods and pay for the Goods with the sum of fifty thousand ($50,000) USD, paid as follows: a. Down payment of $5,000 upon contract execution b. the remainder of the purchase price within 10 day of receipt of delivery of the Goods. 3. Payment of the Goods will be made to the Seller when the Purchaser has confirmed receipt of the Goods.
Delivery of Goods 4. The Goods will be deemed by the purchaser when delivered the Purchaser’s place of business located at 456 First St. , Secondville, Michigan. The Purchaser agrees to pay the cost of the shipment. Risk of Loss 5. Risk of loss will be the responsibility of the Seller from the time of delivery to the Purchaser. The Seller will provide at its expense insurance on the Goods insuring the Seller’s and the Purchaser’s interest as they appear, until receipt of shipment has been confirmed.
Warranties 6. THE GOODS ARE SOLD WITH WARRANTY. THE SELLER ACCEPTS ALL WARRANTIES WHETHER EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The Seller assumes, or authorizes any other person to assume on the behalf of the Seller, any liability in connection with the sale of the Goods. 7. Upon delivery of the Goods, the Purchaser reserves the right to inspect the Goods, or have it inspected. The Purchaser must confirm and accept the Goods as being in good condition.
Further the Seller accepts any and all warranties as to the condition of the Goods. Title 8. Title to the Goods will be shared with the Seller and Purchaser until the delivery and actual receipt of the Goods by the Purchaser. Upon delivery, the Seller must provide a document of title or registrable Bill of Sale of the Goods, bearing the necessary endorsement to the Purchaser. Security of Interest 9. The seller retains a security interest in the Goods until paid in full.
Inspection 10. Inspection will be made by the Purchaser at the time and place of delivery. Claims 11. The Purchaser must give notice of any claim within 30 days from the date of delivery. Excuse for Failure to Perform 12. The Seller is liable in any way for any delay, non –delivery or default in shipment due to labor disputes, transportation shortage, delays in receipt of material, priorities, fires, accidents and all other causes.
If the Purchaser, in its sole judgment, will be prevented directly or indirectly, on account of any cause beyond its control, from accepting the Goods, the Purchaser reserves the right to terminate this Agreement by notice in writing to the Seller. Remedies 13. The Purchaser’s remedy and the Sellers complete liability for any and all losses or damages resulting from the defective goods or from any other cause will be for the purchase price of the particular delivery with respect to which losses or damages are claimed, plus all transportation charges paid by the Purchaser.
Cancellation 14. The Purchaser reserves the right to cancel this Agreement: a. if the Purchaser deems the shipment incomplete or unacceptable in condition. b. in the event of the Purchaser’s insolvency or bankruptcy; or c. If the Purchaser deems that its prospect of providing payment is impaired. Notices 15. Any notices to be given or document to be delivered to either the Seller or Purchaser pursuant to the Agreement will be sufficient if delivered personally or sent by prepaid registered mail to the address specified below.
Any written notice or delivery of documents will have been given, made and received on the day of delivery personal, or on the third (3rd) consecutive business day next following the date of mailing if sent by prepaid registered mail: PURCHASER:456 First St. , Secondville, Michigan SELLER: 123 Main St. , Podunk, Iowa General Provision 16. All representations and warranties of the Seller in the Agreement will survive the closing of this Agreement. 17. This Agreement cannot be modified in any way except in writing signed by all the parties to the Agreement.
18. This Agreement will be governed by and construed in accordance with the laws of the State of Michigan, including the Uniform Commercial Code and the Seller and the Purchaser hereby attorney toe the jurisdiction of the Courts of the State of Michigan. 19. Except where otherwise stated in this Agreement, all terms employed in this Agreement will have the same definition as set forth in the Uniform Commercial Code in effect in the State of Michigan on the date of execution of this Agreement. 20.
This Agreement will inure to the benefit of and be binding upon the Purchaser and Seller and their respective successors and assigns. 21. This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise. IN WITNESS WHEREOF the parties have executed this Sales Agreement on this 10th day of October, 2012. ________________________________ Witness: ________________________________ Jim Doe ________________________________ Witness: ________________________________ Brenda’s Widgets Inc.