Buyers Order Contract Agreement

BUYERS ORDER CONTRACT AGREEMENT

This Buyers Order Contract Agreement ("Agreement") is made as of Effective Date: by and between Seller Name: with principal address: and Buyer Name: with principal address: . Seller and Buyer are sometimes referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Seller is engaged in the business of selling the goods described below and has agreed to sell such goods to Buyer on the terms and conditions set forth in this Agreement;

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, the goods described in Section 2 in accordance with the terms of this Agreement; and

WHEREAS, the Parties intend that this Agreement constitute a binding and enforceable agreement defining the rights and obligations of the Parties with respect to the sale and purchase of such goods.

NOW, THEREFORE, in consideration of the covenants, representations, warranties and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following defined terms shall have the following meanings: "Goods" means the items described in Section 2; "Purchase Price" means the total consideration payable by Buyer to Seller as set forth in Section 3; "Delivery" means the transfer of physical possession of the Goods to Buyer in accordance with Section 4.

2. DESCRIPTION OF GOODS

Seller agrees to sell, and Buyer agrees to purchase, the following Goods:

Make/Model:

Year/Type:    Serial/VIN No.:

Quantity:    Unit Price: $    Total Price: $

3. PURCHASE PRICE; PAYMENT TERMS

The Purchase Price for the Goods is the amount set forth as Total Price in Section 2. Buyer shall pay the Purchase Price to Seller as follows:

Deposit Amount: $ due on or before Deposit Due Date: .

Balance Due: $ payable in full on or before Final Payment Date: unless otherwise agreed in writing.

If payment is made by check, wire transfer or other instrument, payment is not deemed made until funds are collected by Seller. Late payments shall incur interest at the rate of calculated monthly from the due date until paid.

4. DELIVERY; ACCEPTANCE

Delivery shall be made EXW (Seller's facility) unless the Parties agree in writing to other Incoterms. Seller shall tender the Goods for pickup or delivery at the location set forth in Seller's notice to Buyer. Risk of loss passes as provided in Section 5.

Upon receipt, Buyer shall have business days to inspect the Goods for conformity to the description and material defects and shall either accept the Goods in writing or provide Seller a written rejection specifying defects. Failure to timely provide such written rejection shall constitute acceptance.

5. RISK OF LOSS; TITLE

Title to the Goods shall transfer to Buyer upon Seller's receipt of payment in full, unless otherwise agreed in writing. Risk of loss passes to Buyer upon Delivery if Buyer takes physical possession; if Seller arranges transportation, risk of loss passes to Buyer upon delivery to the carrier.

6. WARRANTIES; DISCLAIMER

Seller represents and warrants that, as of the Effective Date, Seller has good and marketable title to the Goods and has the authority to sell the Goods free of liens and encumbrances. Seller further warrants that the Goods will substantially conform to the description in Section 2 at the time of Delivery.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THE PRECEDING SENTENCE, THE GOODS ARE PROVIDED "AS IS" AND SELLER DISCLAIMS ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

7. TAXES, FEES AND REGISTRATION

Buyer shall be responsible for all sales, use, transfer, title, registration, documentation, and other governmental taxes and fees arising from the sale or transfer of the Goods, except for taxes based on Seller's net income. Estimated taxes and fees: $.

8. DEFAULT; REMEDIES

If Buyer fails to make any payment when due or otherwise breaches this Agreement, Seller may, after providing written notice and a reasonable opportunity to cure of not less than days, (a) retain the Deposit as liquidated damages, (b) recover the Purchase Price plus damages, or (c) pursue any other remedy available at law or equity. If Seller fails to perform, Buyer may seek specific performance, replacement, or damages.

9. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of such indemnifying Party's breach of this Agreement, negligence, willful misconduct, or misrepresentation.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOST PROFITS OR LOSS OF BUSINESS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, AND THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered by personal delivery, certified mail (return receipt requested), or overnight courier to the addresses listed below (or to such other address as a Party may designate in writing).

12. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. Any action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in the county of .

13. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including any schedules or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that approximates the original intent.

14. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No failure or delay by a Party in exercising any right under this Agreement shall constitute a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures and transmitted counterparts shall be binding and treated as originals.

15. REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants that Buyer has the full power and authority to enter into and perform this Agreement and that this Agreement constitutes a valid and binding obligation of Buyer enforceable in accordance with its terms.

16. MISCELLANEOUS

If either Party assigns or attempts to assign any of its rights or obligations without the prior written consent of the other Party, such assignment shall be void. The Parties agree to cooperate and execute such further documents and perform such acts as may be necessary to carry out the purposes of this Agreement.

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