Fill and Sign the Agreement Sale Machinery Form

Agreement for Sale of Electronic Machinery Frequency Generator for Personal Experimentation with Warranty Disclaimers Agreement made on the ___________________________ (date) , between _______________________________ (Name of Buyer) of ____________________________ ____________________________________________________________________________ (street address, city, county, state, zip code) , referred to herein as ____________________ (Buyer) , and _______________________ (Name of Seller) , a corporation organized and existing under the laws of the state of __________________, with its principal office located at ____________________________________________________________________________ (street address, city, county, state, zip code) , referred to herein as Seller . 1. Sale of Machinery Buyer agrees to buy, and Seller agrees to sell, for $____________ (Sales Price) , subject to the terms and conditions stated below, the following described Electronic Machinery Frequency Generator (the Product ), to be delivered on board car or truck at _______________ __________________________________________________________ (street address, city, county, state, zip code) , on or about ___________________________ (date of delivery) : (Description of Electronic Machinery Frequency Generator) ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ 2. Warranties A. Seller makes no express warranties of any kind with respect to the Product sold under the terms of this Sales Agreement. The use of any sample or model during the negotiations leading to this Sales Agreement served merely to indicate a type of goods that will be tendered to the Buyer . These samples or models create no warranty that the goods will conform to the samples or models. B. By this disclaimer Seller hereby gives notice that any statement made by Seller in the sale of the Product will not create any warranty that the Product is fit for any particular purpose. Statements or descriptions are informational only, and not made or given as a warranty of the Product in any way. C. Any warranty contained in this Agreement does not apply to any Product that has been repaired or altered outside the Seller 's facilities or in any way so as, in the Seller 's judgment, to affect its stability or reliability, or which has been subject to misuse, negligence or accident. Warranties do not apply to any Product made by Seller that has not been operated in accordance with Seller 's printed instructions or that has been operated beyond the rated capacity of the Product . D. A ny statement made by Seller in the sale of the Product will not create any warranty that the Product is fit for its ordinary purpose. Statements or descriptions are informational only, and not made or given as a warranty of the Product in any way. E. Product is being sold to Buyer without any implied warranties of any type, and particularly without any implied warranty of merchantability fitness for a particular purpose. Buyer will be solely responsible for determining the adequacy of the Product for any and all uses to which the Buyer applies the Product , and the application of the Product by Buyer will not be subject to any implied warranty of fitness for that purpose. F. Buyer hereby releases Seller, its officers, directors, employees, agents, and assigns (collectively Releasees) from all liability to Buyer for any loss or damage to property, physical injury or death whether caused by Releasees or otherwise that result, directly or indirectly from the use of Product. Buyer also agrees to indemnify, save and hold Releasees harmless from any loss, liability, attorneys’ fees, damage, or costs that they (or any of them) may incur arising out of or related to the use of Product whether caused by the negligence of the Releasees or otherwise. 3. Payment Buyer agrees to pay for the Product as follows: $ _______________ (dollar amount) in cash upon the execution of this Agreement, $ _______________ (dollar amount) in cash upon notification that the Product is ready for shipment and the further sum of $ _________________ (dollar amount) in cash within ________ (number) days after the Product has been installed or erected and is ready for power. If the latter amount is not received within such period, all amounts owing will commence from that date bearing interest at the rate of ________% per annum. Seller by written notice to Buyer may increase the price to Seller 's list price in effect at time of shipment. Within _______ (number) days after the receipt of the notice, Buyer shall have the option of either accepting the increase or canceling the Agreement. 4. Freight Charges; Risk of Loss Buyer agrees to pay the railway and freight charges on the Product from the point of shipment to destination, the cost of cartage, the cost of unboxing the Product and the handling the Product from depot to the floor where the Product is to be installed or erected. The risk of loss of or damage to the Product shall be on Buyer from point of shipment. 5. Limitation of Remedies With regard to the sale of Product in states that do not honor disclaimers, Buyer agrees that the sole liability of Seller by virtue of any warranty or guarantee deemed to have been made by Seller is, at Seller 's option, either to make the equipment sold fulfills the warranty, or to remove the same at the Seller 's own expense, refunding payments made. No warranty made by Seller shall be binding on Seller after one year from the date of the original installation of the equipment, and no liability for any special, indirect, or consequential damages of any nature is assumed by or shall be imposed by Seller based upon its undertakings in this Agreement. 6. Transfer of Title Seller and Buyer agree that title in and to the Product shall remain in Seller until the full purchase price as provided in this Agreement shall be paid by Buyer . Default by the Buyer in any of the terms of this Agreement shall give Seller the right to take immediate and unconditional possession of the Product . Until payment in full, the Product shall remain personal property, regardless of its method or mode of attachment to realty, if any. 7. Force Majeure Seller shall not be liable in any way for 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 beyond the control of Seller , affecting Seller or its suppliers. If Seller , in its sole judgment, shall be prevented directly or indirectly, on account of any cause beyond its control, from delivering the equipment at the time specified or within one month after the date of this Agreement, then Seller shall have the right to terminate this Agreement by notice in writing to Buyer , which notice shall be accompanied by full refund of all sums paid by Buyer pursuant to this Agreement. 8. 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. 9. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of __________________. 10. 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. 11. 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. 12. 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. 13. 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. 14. 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. 15. 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. 16. 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. WITNESS our signatures as of the day and date first above stated. _____________________________ (Name of Seller) ________________________ By: ___________________________ (P rinted name) ______________________________ (P rinted name & Office in Corporation) ________________________ ________________________ (Signature of Buyer) (Signature of Officer)