Agreement for Sale of Goods, Equipment, and Accessories

Purchase Order Agreement for Sale of Equipment and Accessories

Agreement made on the (date), 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. Sale of Goods

The Seller sells to the Buyer and the Buyer accepts from the Seller on the terms and conditions set forth in this Agreement the equipment and accessories specified and described in Exhibit A, attached to and made a part of this Agreement (the Goods).

2. Deliver; Title

The Goods shall be delivered to the Buyer by the Seller upon the execution of this Agreement, upon condition, nevertheless, that title to the Goods shall remain in the Seller and shall not pass to the Buyer until the purchase price has been paid in full (together with interest).

3. Liquidated Damages

If the Buyer fails to accept delivery, it shall forfeit its deposit as liquidated damages for the Seller's expenses and efforts and the Seller shall be permitted to dispose of the Goods without any liability to the Buyer whatsoever. This does not limit the Seller's rights to additional damages against the Buyer.

4. Risk of Loss

From the time of delivery until all payments and other obligations of the Buyer have been fully performed, the Buyer shall bear the full burden of any loss or damage to the Goods due to fire, theft or any other cause whatsoever. This is regardless of the fact that the title to the Goods remains in the Seller. The Buyer covenants and agrees to keep the Goods in good condition and repair until payment in full including interest has been made.

6. Insurance

The Buyer covenants and agrees to keep the Goods insured at all times against risks of fire (including extended coverage), theft, and other risks as the Seller may require, in such form, for such periods and with such companies as may be satisfactory to the Seller. Such insurance to be made payable to the Seller as its interest may appear. If loss, injury, or destruction occurs to the Goods before payment in full has been made, the Seller shall have the right to collect any insurance money payable as its interests may appear and such insurance money shall be deemed to be payments towards the purchase price for the Goods. The Buyer however, shall remain fully liable for any deficiencies which may result after such application of insurance monies has been made.

7. Encumbrances

The Buyer shall not mortgage, sell, pledge, or otherwise dispose of the Goods and shall keep the Goods free and clear of all liens, charges, and encumbrances whatsoever until payment in full has been made. The Seller may pay any lien, charge, or other encumbrance on the Goods and add the amount of same to the amount secured by this Agreement and if the Seller so chooses, the whole amount secured by this Agreement shall fall due.

8. Purchase Order

This document constitutes a Purchase Order and is an offer to purchase the Goods. Receipt by Buyer of Seller's unqualified acceptance by the return of one copy of this Agreement duly executed by the Seller within days of the date of this Purchase Order will create a contract upon the terms and conditions set forth in this document.

7. Default

The Buyer shall be in default under this Agreement upon the happening of any of the following events or conditions:

A. Default in the payment (including interest) or performance of any of the obligations or any covenant or liability contained or referred to in this Agreement;

B. If any warranty, representation, or statement made or furnished to the Seller by or on behalf of the Buyer proves to have been false in any material respect when made or furnished;

C. Loss, theft, damage, destruction, sale of the Goods, or the placing of any mortgage, lien, charge, or other encumbrance whatsoever upon or against the Goods; or

D. Death, dissolution, termination of existence, insolvency, business failure, appointment of a receiver of all or any part of the Goods, assignment for the benefit of creditors by, or the commencement of any proceedings under, any bankruptcy or insolvency laws by or against the Buyer.

8. Seller’s Remedies

Upon the happening of any event or condition of default and at any time afterward, the Seller may declare the obligations secured by this Agreement immediately due and payable, and then all the obligations shall become immediately due and payable and the Seller shall have in addition to any other rights and remedies provided by law, the rights and remedies of a secured party under the Uniform Commercial Code of the state of and those provided by this Agreement. The Seller shall have the right to take immediate repossession of the Goods and all attachments by any method permitted by law.

9. Personal Property; Title

The Goods shall remain personal property irrespective of the manner of their attachment to realty, and title to the Goods shall be and remain vested in the Seller until the purchase price has been fully paid and the Buyer has fully complied with all his obligations under this Agreement. Until full payment, the Seller shall be vested with title to any additions and substitutes in and to the Goods as well as title to the Goods themselves.

10. 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.

11. Governing Law

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

12. 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.

13. 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.

14. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

15. 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.

16. 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.

17. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

In this contract, 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.