Fill and Sign the Agreement for Sale of Used Equipment Form

__________________________________AGREEMENT FOR SALE OF DATA PROCESSING EQUIPMENT No. THIS AGREEMENT is made by and between _________________, ("____________") and the Purchaser identified below. Purchaser agrees to purchase from _________________ , and _________________ by its acceptance and execution of this Agreement agrees to sell to Purchaser, on the terms and conditions contained on both sides of this Agreement, the data processing machines listed below (hereinafter referred to individually as the "machine," and collectively as the "Machines") Unit Item Type and Machine Description Purchase Purchase Model (Including Features) Quantity Price Price Location of installation INSTALLATION CHARGE (if other than below) FREIGHT & INSURANCE SALES TAX TOTAL PURCHASE PRICE DOWNPAYMENT (50%) BALANCE DUE THE ADDITIONAL TERMS AND CONDITIONS ON THE REVERSE SIDE HEREOF ARE INCORPORATED IN AND MADE PART OF THIS AGREEMENT. PURCHASER ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS ALL TERMS AND CONDITIONS STATED ON BOTH SIDES OF THIS AGREEMENT, AND THAT THIS AGREEMENT, TOGETHER WITH ALL APPENDICES OR OTHER ATTACHMENTS, CONSTITUTES THE ENTIRE AGREEMENT BETWEEN _________________ AND PURCHASER AND SUPERSEDES ALL PROPOSALS, ORAL AND WRITTEN, BETWEEN THE PARTIES ON THIS SUBJECT. Accepted: Accepted: __________________________________ __________________________________, IL ________ By: By: Title: Title: Date: Date: 1. ACCEPTANCE This Agreement will be deemed executed only upon acceptance by _________________ at its Headquarters by a duly authorized agent, whose signature and date of signature shall be affixed on the reverse side of this Agreement in the spaces provided. The date of such signature shall be the effective date of this Agreement. Until such signing and dating, this Agreement shall only be considered an offer to purchase by Purchaser and an offer to sell by _________________ , either of which offers can be withdrawn. [Purchaser shall be sent a copy of the executed Agreement with the packing slip]. 2. PURCHASE PRICE, PAYMENT; TAXES (a) Purchaser agrees to pay the listed Total Purchase Price set forth on the reverse side of this Agreement in the following manner: i) Upon the execution of this Agreement, the Purchaser shall pay a down payment in the amount of fifty percent (50%) of the Total Purchase Price; and ii) the remaining balance of the Total Purchase Price is due and payable on the date of delivery of the Machine(s). (b) If the Purchaser fails to remit payment within ten (10) days of their due date, a late charge equal to one and one half percent (1½%) per month shall accrue and be payable on the amount due. (c) In addition to the Total Purchase Price set forth on the reverse side of this Agreement, the Purchaser agrees to pay amounts equal to any taxes resulting from this Agreement, or any activities hereunder, exclusive of taxes based on net income. Any personal property taxes assessable on the machines after delivery to the carrier shall be borne by the Purchaser. 3. TITLE Title to each Machine passes to the Purchaser on the date of shipment from _________________ , or on the date of acceptance of this Agreement, whichever is later. 4.SECURITY INTEREST _________________ reserves a security interest in each of the Machines listed on the reverse side of this Agreement. Theses interests will be satisfied only by payment in full. Where payment in full for the Machines has not been received by _________________ , _________________ is hereby granted the power of attorney to sign Purchaser's name to any documents necessary for the protection of such security interest. 5. RISK OF LOSS OR DAMAGE Risk of loss and damage shall pass to the Purchaser upon delivery by _________________ of the Machine(s) to the carrier. Purchaser and its insurers, if any, relieve _________________ of the responsibility for all risks of loss or damage to the Machines. 6. SHIPMENT All Shipments are F.O.B. from any of _________________ ' plants. The Purchaser agrees to pay for all costs of transportation and drayage to the Purchaser's location of installation. In the absence of written instructions to the contrary, _________________ will select the carrier on behalf of Purchaser but shall not be deemed thereby to assume any liability in connection with the shipment nor shall the carrier be construed to be an agent of _________________ . 7. INSTALLATION The Purchaser agrees to pay all installation charges and to make available and assume responsibility for all costs associated with providing a suitable place of installation and the necessary electrical power, outlets and air-conditioning required for operating the Machine(s) as defined in the Machine Manufacturer's Installation Manual. Purchaser assumes full responsibility for the overall effectiveness and efficiency of the operating environment in which the Machine(s) is to function. 8. WARRANTIES Machines purchased under this Agreement may be either newly assembled by _________________ from new and serviceable parts which are equivalent to new in performance in these Machines, or assembled by _________________ from serviceable used parts or machines, which have been previously installed. _________________ warrants that each Machine will be free from defects in material and workmanship and will conform to the Purchaser's applicable specifications for a period of six (6) months from receipt by Purchaser, unless the Machine was improperly used or installed by Purchaser. (a)Service and Parts Warranty Commencing on the date of delivery of each Machine and continuing for the duration of the warranty period, _________________ agrees to provide to the Purchaser, except as set forth in the Section entitled "Exclusions," warranty service to keep the Machines in, or restore the Machines to, good working order. Such maintenance will include lubrication, adjustments, and replacement of parts deemed necessary by _________________ . Parts will be furnished on an exchange basis, and the replaced parts become the property of _________________ . Warranty service provided under this Agreement does not insure the uninterrupted operation of the Machines. _________________ may, at its option, store on the Purchaser's premises, maintenance equipment and/or parts that _________________ deems necessary to fulfill this Warranty. All transportation and other charges for delivery and installation or replacement of parts or Machines shall be paid by Purchaser. _________________ shall have full and free _________________ to the Machines to provide services thereon. Purchaser shall promptly inform _________________ of any change in the Machines' location during the warranty period. (b) Exclusions The warranties provided by _________________ under this Agreement do not include: i) repair of damage caused by failure to continually provide a suitable installation environment with all facilities prescribed by the applicable Machine Manufacturer's Installation Manual including, but not limited to, the failure to provide, or the failure of, adequate electrical power, air conditioning or humidity control; ii) repair of damage caused by the use of the machines for other than the data processing purpose for which designed; iii) repair or damage caused by: accident; disaster, which shall include, but not be limited to, fire, flood, water, wind and lightning; transportation, neglect or misuse; alterations, which shall include but not be limited to, any deviation from the Machines' physical, mechanical or electrical design; attachments, which is defined as the mechanical, electrical, or electronic interconnection to a Machine of equipment and devices not supplied by _________________ ; iv) electrical work external to the machines or maintenance of _________________ alterations, attachments or other devices not furnished by _________________ ; v) providing warranty service if the machine is located outside the United States or Puerto Rico.THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 9. MAINTENANCE SERVICE AND PARTS Following expiration of the applicable warranty period, _________________, if requested, will provide, at _________________'s charges and terms then generally in effect, maintenance service and maintenance parts for the Machines, as long as such services and parts are generally available. 10. ERRORS Errors in price and delivery quotations, order acknowledgments and invoices are subject to correction by _________________ . 11. LIMITATION OF REMEDIES _________________'s entire liability and the Purchaser's exclusive remedy shall be as follows: In all situations involving performance or non-performance of Machines furnished under this Agreement, the Purchaser's remedy is 1) the adjustment or repair of the Machine, or replacement of its parts, or, at _________________'s option, replacement of the Machine, or 2) If, after repeated efforts, _________________ is unable to install the Machine or a replacement Machine in good working order, or to restore it to good working order, all as warranted, the Purchaser's shall return the Machine(s) to _________________ and _________________ shall promptly refund to the Purchaser the total Purchase Price of the Machine(s). The parties agree that the remedies provided in this Section are the Purchaser's sole and exclusive remedies against _________________ under this Agreement. IN NO EVENT WILL _________________ BE LIABLE TO PURCHASER FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE MACHINE(S) BY THE PURCHASER OR A CUSTOMER OF THE PURCHASER; EVEN IF _________________ HAS BEEN ADVISED BY THE PURCHASER OF THE POSSIBILITY OF SUCH DAMAGES, OR ANY CLAIM BY A CUSTOMER OF THE PURCHASER. 12.GENERAL This Agreement is not assignable without the prior written consent of _________________ . Any attempt to assign any of the rights, duties or obligations of this Agreement without such consent is void. This Agreement can only be modified by a written agreement duly authorized by persons authorized to sign agreements on behalf of the Purchaser and of _________________ . The term "Agreement" as used herein includes any applicable installment payment arrangement, supplement, or future written amendment made in accordance herewith. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be impaired thereby. _________________ is not responsible for failure to fulfill its obligations under this Agreement due to causes beyond its control. This Agreement will be governed by the laws of the State of _______________________. THE PURCHASER ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. FURTHER, THE PURCHASER AGREES THAT IT IS THE COMPLETE UNDERSTANDINGS AND EXCLUSIVE STATEMENT OF THE PARTIES, WHICH SUPERSEDES ALL PROPOSALS OR PRIOR AGREEMENTS, ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. Dated this the _____ day of _________________, 2000. Seller ______________________________ Purchaser ______________________________