Agreement for Sale of Equipment

Agreement for Sale of Equipment

Agreement made on the , between , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Buyer, and , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Seller.

1. Contract Formation

By this Agreement, Seller offers to enter into a contract with Buyer solely upon the terms and conditions stated in this Agreement. Any additional or different terms and conditions proposed by Buyer prior to the execution of this Agreement are expressly rejected. Any additional or different terms and conditions proposed by Buyer after the date of this Agreement shall be of no force and effect unless expressly agreed to in writing by Seller. Buyer accepts and shall be bound by the terms and conditions of this Agreement upon the earlier of:

A. The date on which Buyer executes and returns the acknowledgment copy; or

B. When Buyer commences performance. No other form of acceptance shall be binding on Seller. Seller agrees to sell and Buyer agrees to buy the Equipment described in the following Section 2.

2. Description and Price of Equipment

Seller is the owner of the Equipment described in Exhibit A attached hereto and made a part hereof, hereinafter referred to as the Equipment. The total purchase price of the Equipment, excluding taxes, fees, and other applicable charges, is $, hereinafter called the Purchase Price. Buyer shall pay all transfer and sales taxes, fees, and all other applicable charges required by federal, state, and local rules and regulations.

3. Term and Method of Payment

Payment shall be made by certified check presented on the date of sale. If in Seller's judgment Buyer's financial condition does not justify the terms of payment specified in this paragraph, Seller may cancel this Agreement.

4. Title and Delivery

A. Unless otherwise set forth on the face of this Agreement, the Equipment shall be delivered F.O.B. Seller's plant, and title and liability for loss or damage shall pass to Buyer upon Seller's tender of delivery of the goods to carrier for shipment to Buyer. Any loss or damage after such tender of delivery shall not relieve Buyer from any obligations under this Agreement. Buyer shall bear all insurance and transportation expenses, including but not limited to any associated taxes, duties and other expenses incurred and documentation, licenses, or clearances required at port to entry and destination. Buyer shall pay $ deposit for one shipping frame provided by Seller upon Buyer's request. The shipping frame shall be returned within days from the date of the Equipment delivery. The shipping frame deposit return terms shall be net days from the date of the shipping frame delivery to the Seller's plant. Buyer shall pay all expenses related to usage and return of the shipping frame.

B. Seller shall indemnify Buyer up to the full amount of the Purchase Price from and against any claim successfully brought by any third party to avoid the transfer of the Equipment.

5. Disclaimer of Warranties and Indemnities

A. The Equipment described in Section 2 shall be sold in as is, where is condition. Seller makes no warranty, express or implied, including but not limited to any express or implied warranty of merchantability or fitness for a particular purpose, as to the Equipment sold to Buyer under this Agreement, and does not indemnify Buyer against infringement of any patent, trademark, or copyright. Seller's disclaimer of warranties as set forth in this paragraph shall not be diminished or affected by, and no obligation or liability shall arise or grow out of, Seller's rendering of technical advice or service in connection with Equipment furnished under this Agreement.

B. Seller has full power and authority to own, lease, and operate its properties and to carry on its business as it is now being conducted and to sell the goods described in this Agreement.

C. Seller has all necessary power and authority and has taken all action necessary to enter into this Agreement to consummate the transaction contemplated by this Agreement and to perform its obligations under this Agreement. This Agreement has been duly executed and delivered by Seller and is a valid and binding obligation of Seller, enforceable against Seller in accordance its respective terms subject to the effect of applicable bankruptcy, insolvency, reorganization and other similar laws relating to or affecting the rights of creditors generally and limitations imposed by equitable principles, whether considered in a proceeding at law or in equity, and at the discretion of the court for which any proceeding therefore may be brought.

D. To the best of Seller's knowledge there are no legal actions, suits, investigations or proceedings at law or in equity or before or by any governmental authority or instrumentality or before any arbitrator of any kind, pending, or, to Seller's knowledge, threatened, against Seller which, if determined adversely against Seller, would have a material adverse effect on Seller's ability to sell the Equipment to Buyer.

E. Seller has good, valid and marketable title to the Equipment, free and clear of all mortgages, liens, pledges, security interests, charges, claims, restrictions and other encumbrances and defects of title of any nature whatsoever. To Seller's knowledge and belief, all licenses, permits and authorizations in any manner related to the Equipment and agreements pursuant to which Seller has obtained the rights to use the Equipment are in good standing, valid and effective in accordance with their respective terms, and there is not under any such instruments, documents or agreements any existing default or event which notice or lapse of time, or both, would constitute a default.

6. Indemnity

Buyer agrees to defend, indemnify and hold harmless Seller, its officers, agents and employees, from and against all claims, losses, costs, expenses, and damages arising from or related to property damage, economic injury, or bodily injury (including death) of any kind or nature arising out of Buyer's or Buyer's employee's, officer's and agent's removal from Seller's site, use or misuse, transportation, storage and disposal of the Equipment sold to Buyer under this Agreement. Buyer shall indemnify Seller for any sales taxes arising from this Agreement.

7. Compliance with Laws

Buyer represents and warrants that it is familiar with, and at all times shall comply with all applicable federal, state, and local laws, ordinances, rules, regulations, and executive orders, and applicable safety orders, and all orders or decrees of administrative agencies, courts, or other legally constituted authorities having jurisdiction or authority over Seller, Buyer, or the Equipment furnished under this Agreement, which may now or later exist.

8. Cancellation

A. Seller may terminate all or any part of this Agreement upon either Buyer's bankruptcy or insolvency, or Buyer's failure to perform or violation of any of the provisions of this Agreement. Upon such termination Buyer shall be liable to Seller for any and all loss, damage, penalties and excess cost incurred by Seller caused by Buyer's failure to perform. The remedies provided by this Agreement shall be in addition to any other remedies in law or equity, and no action by Buyer shall constitute waiver of any such right or remedy.

B. Seller may suspend or terminate all or any part of this Agreement at any time for its sole convenience by written notice to Buyer. Termination shall be effective upon actual receipt by Buyer or its representative of the notice, or hours after deposit of the notice in the U.S. mail, whichever occurs first.

9. Survival

The obligations imposed on Buyer by Sections 5 and 6 of this Agreement shall survive cancellation or termination of this Agreement and final payment for the Equipment.

10. Remedies

The remedies reserved in this Agreement are cumulative and in addition to any other remedies in law or equity which may be available to Seller. The election of one or more remedies shall not bar the use of other remedies unless the circumstances make the remedies incompatible.

11. Complete Agreement

This Agreement sets forth the entire agreement between Buyer and Seller, and supersedes all other oral or written provisions. THE PARTIES AGREE THAT NO TRADE USAGE, PRIOR COURSE OF DEALING, OR COURSE OF PERFORMANCE UNDER THIS AGREEMENT SHALL BE A PART OF THIS AGREEMENT OR SHALL BE USED IN THE INTERPRETATION OR CONSTRUCTION OF THIS AGREEMENT. No modification of any of the provisions of this Agreement shall be binding on a party unless mutually agreed to in writing.

12. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and when taken together with other signed counterparts shall constitute the Agreement binding all the parties.

13. Severability

The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

14. No Waiver

The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

15. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

16. Notices

Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

17. Attorney’s Fees

In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

18. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

19. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

20. Assignment of Rights

The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

21. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.

WITNESS our signatures as of the day and date first above stated.