Chattel Property Agreement

Chattel Property Agreement

This Chattel Property Agreement (the Agreement) is made and entered into as of by and between Owner Name: whose address is (hereinafter "Owner"), and Transferee Name: whose address is (hereinafter "Transferee").

RECITALS

WHEREAS, Owner is the lawful owner of certain tangible personal property described below and has the full right and authority to transfer, assign, or grant a security interest in such property; and

WHEREAS, Transferee desires to acquire the property described herein from Owner on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the transfer, delivery, risk of loss, and any security interest or warranty relating to such chattel property.

NOW, THEREFORE, in consideration of the mutual covenants 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

1.1 "Chattel Property" means the tangible personal property described in Section 3 and any accessories, parts, attachments, manuals and documentation supplied with that property.

1.2 "Agreement" means this Chattel Property Agreement, including all schedules, exhibits and attachments hereto.

2. TRANSFER; GRANT OF INTEREST

2.1 Transfer of Title. Subject to the terms of this Agreement, Owner hereby transfers, assigns and conveys to Transferee all right, title and interest in and to the Chattel Property described in Section 3. If the parties intend only to create a security interest rather than transfer ownership, indicate here by checking the box below and completing security_terms in Section 6.

Security interest intended (check if the transaction creates a security interest rather than an outright sale)

3. DESCRIPTION OF CHATTEL PROPERTY

The Chattel Property subject to this Agreement is described as follows:

Serial/ID:    Quantity:    Condition:    Agreed Value: $

Serial/ID:    Quantity:    Condition:    Agreed Value: $

4. CONSIDERATION AND PAYMENT

4.1 Consideration. The total purchase price or secured obligation for the Chattel Property is $ payable as follows:

5. DELIVERY; RISK OF LOSS

5.1 Delivery. Delivery of the Chattel Property shall be made to the delivery location specified by Transferee on or before . Owner shall provide reasonable access and assistance for transfer and loading.

5.2 Risk of Loss. Risk of loss or damage to the Chattel Property shall pass to Transferee upon delivery and physical transfer of possession to Transferee or Transferee's carrier at the delivery location, unless otherwise agreed in writing.

6. TITLE; WARRANTIES; LIENS

6.1 Title. Owner represents and warrants that Owner has good and marketable title to the Chattel Property, free and clear of all liens, encumbrances, security interests and rights of third parties, except as expressly disclosed in writing to Transferee in the space below.

6.2 Warranties. Except as expressly set forth herein, Owner disclaims all other warranties, express or implied, including any implied warranty of merchantability or fitness for a particular purpose, except where a specific limited warranty is provided in writing in this Agreement.

7. INSPECTION; ACCEPTANCE

Transferee shall have the right to inspect the Chattel Property prior to acceptance. If Transferee discovers material nonconformity or defects that were not disclosed, Transferee shall notify Owner in writing within days of delivery. Failure to provide timely notice shall constitute acceptance of the Chattel Property.

8. DEFAULT; REMEDIES

8.1 Default by Transferee. Transferee shall be in default if Transferee fails to pay any amount when due or otherwise breaches any material provision of this Agreement and such failure or breach continues for ten (10) days after written notice from Owner specifying the breach and demanding cure.

8.2 Remedies. Upon a party's material default, the non-defaulting party may pursue all remedies available at law or in equity, including but not limited to specific performance, recovery of damages, repossession of the Chattel Property (if ownership was not transferred), and enforcement of any security interest, together with costs and reasonable attorneys' fees.

9. TAXES; FEES; COSTS

Unless otherwise agreed in writing, all sales, transfer, registration, use and other taxes, fees, and charges imposed by any governmental authority in connection with the transfer of the Chattel Property shall be borne by .

10. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of any representation, warranty or covenant contained in this Agreement, or from the indemnifying party's negligence or willful misconduct in connection with the Chattel Property.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or delivered by nationally recognized overnight courier to the addresses set forth below or to such other address as a party designates by notice in accordance with this Section.

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 Amendments. This Agreement may be amended only by a written instrument signed by both parties.

12.2 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party waiving compliance. No failure or delay in exercising any right shall operate as a waiver.

12.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be binding.

13. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state identified below without regard to its conflict of laws principles. Any action to enforce this Agreement shall be brought in the courts located in the county designated below, and the parties hereby consent to personal jurisdiction and venue therein.

Governing State:    Venue County:

14. ENTIRE AGREEMENT; SEVERABILITY

14.1 Entire Agreement. This Agreement, together with all schedules and exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

14.2 Severability. If any provision of this Agreement is held invalid, illegal or unenforceable in any respect by a tribunal of competent jurisdiction, such provision shall be reformed only to the extent necessary to render it valid and enforceable, and the remaining provisions shall remain in full force and effect.

15. MISCELLANEOUS

15.1 Assignment. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Transferee may assign its rights to an affiliate or lender that agrees to be bound by this Agreement.

15.2 Interpretation. Headings are for convenience only and shall not affect interpretation. The words "including" and "include" shall be deemed to mean "including, without limitation."

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