Fill and Sign the Basic Agreement for Sale of Machinery or Equipment Form

Basic Agreement for Sale of Machinery or Equipment This Sales Agreement is made __________________________ (date) by and between _________________________ (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 , and _________________________ (Name of Buyer) , 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 Buyer . 1. Sale of Machinery Buyer agrees to buy, and Seller agrees to sell, for $____________, subject to the terms and conditions stated below, the machinery described in Exhibit A attached hereto and made a part hereof, hereinafter called Equipment , to be delivered on board car or truck at ___________ _______________________________________________________________ (street address of delivery point , city, state) , on or about ________________________ (date of delivery) . 2. Warranties Seller warrants that this Equipment , when in good repair, properly adjusted and in the hands of a competent operator, is capable of (description of task for which Equipment is made ) _____________________________________________________________________ at practical operating speeds and within the specifications set forth in Exhibit B , attached to and made a part of this Agreement . Seller f urther warrants the Equipment to be free from defective material and workmanship and agrees to furnish free of charge any part or parts necessary to make good any defect directly traceable to a fault in material or workmanship of Seller, provided that the claim for any such defect is made within one year after erection of the machinery and provided the defective part or parts are promptly returned to Seller's factory, freight prepaid by Buyer . Equipment and accessories not of Seller's manufacture are warranted only to the extent that they are warranted by the manufacturers of the same . Seller's liability or warranty shall not exceed the amount of the purchase price indicated above. THERE ARE NO OTHER WARRANTIES , EXPRESS OR IMPLIED, EITHER OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. Buyer agrees that there have been no representations upon which it relied other than those set forth on Exhibit C attached. 3. Payment Buyer agrees to pay for the Equipment as follows: $____________ in cash with this Agreement , $_____________ in cash upon notification that the Equipment is ready for shipment and the further sum of $____________ in cash within _______ (number) days after the Equipment h as 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 Equipment from the point of shipment to destination, the cost of cartage, the cost of unboxing the Equipment and the handling the Equipment from depot to the floor where the property is to be installed or erected. The risk of loss of or damage to the property shall be on Buyer from point of shipment. 5. Labor and Equipment for Erection Within ______ (number) days after the arrival of the Equipment at its destination, Buyer agrees to afford Seller an opportunity to supervise the erection of the Equipment , Buyer to provide adequate labor and Equipment for the prompt completion of such erection. If Buyer does not provide such labor and Equipment , Buyer agrees that the entire purchase price shall be paid within _______ (number) days after arrival. 6. Foundation; Wiring and other Equipment Buyer agrees to furnish a suitable foundation upon which to erect the Equipment , with free and ready ingress and egress to and from the same, and Buyer further agrees to furnish all necessary wiring and other equipment . 7. Indemnification Seller and Buyer agree that the erection of the Equipment shall be under the supervision of a competent erector, whose services shall be furnished free of charge by Seller, and that Buyer shall furnish and pay for all equipment , materials, and labor necessary for the erection, including machinists, if required. Buyer further agrees to indemnify and save harmless Seller against any and all claims of any persons whatsoever, arising out of or resulting from the erection and operation of the Equipment ; Seller will rely on Buyer's representations that the Equipment is suitable and Buyer shall be solely liable for personal injuries or property damages, whether to the Equipment , other property or otherwise, occasioned by or resulting from an unsuitable foundation. 8. Limitation of Remedies Buyer agrees that the sole liability of Seller by virtue of any warranty or guarantee made by Seller is, at Seller 's option, either to make the Equipment that was sold fulfill 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 erection or 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 . 9. Payment of Taxes and other Charges Buyer agrees to pay promptly when due all taxes, assessments, and other public charges that might be directly or indirectly levied, rated, charged upon, or measured by or arise from the sale , transportation, delivery, use or consumption of the Equipment , or otherwise upon this transaction. If Buyer fails to make payment of the same or to file any required return, Seller shall have the right to file a return and to make payment of the tax and the amount so paid shall then become immediately due and payable by Buyer to Seller and shall be in addition to any and all other money due and payable under this Agreement . 10. Transfer of Title Seller and Buyer agree that title in and to the Equipment 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 Equipment. Until payment in full, the Equipment shall remain personal property, regardless of its method or mode of attachment to realty, if any. 11. Identification Seller is authorized and empowered to enter in this Agreement the serial or other identification number of the property after this Agreement has been executed. 12. 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. 13. 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. 14. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of _________________. 15. 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. 16. 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. 17. 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. 18. 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. 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. 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. 22. 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. ______________________________ ______________________________ (Name of Seller) (Name of Buyer) By: ______________________________ By: _____________________________ _________________________________ ________________________________ (P rinted name & Office in Corporation) (P rinted name & Office in Corporation ___________________________ __________________________ (Signature of Officer) (Signature of Officer)