Conditional Sales Contract

CONDITIONAL SALES CONTRACT

This Conditional Sales Contract ("Contract") is made effective as of by and between Seller Name: whose principal place of business is (\"Seller\"), and Buyer Name: with address (\"Buyer\").

RECITALS

WHEREAS, Seller is engaged in the sale of the goods described below and represents that Seller has lawful title to such goods and the authority to sell them; and

WHEREAS, Buyer desires to purchase and take delivery of certain goods from Seller subject to payment of the Purchase Price and subject to Seller's retention of title until full payment is made; and

WHEREAS, the parties intend that the transaction shall be governed by the terms and conditions set forth below and that Seller shall retain a security interest in the Goods until full payment in accordance with this Contract.

NOW, THEREFORE

In consideration of the mutual covenants 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 "Goods" means the items described in Section 2 below and any replacements or substitutions as provided in this Contract. "Purchase Price" means the total consideration payable by Buyer to Seller for the Goods under Section 3. Capitalized terms used but not defined in this Contract have the meanings ascribed to them in the Uniform Commercial Code as adopted in the Governing Law jurisdiction.

2. DESCRIPTION OF GOODS

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

Make/Model: Serial/VIN: Quantity:

3. PURCHASE PRICE AND PAYMENT

3.1 Purchase Price. The Purchase Price for the Goods is $ (Purchase Price), payable as set forth in this Section.

3.2 Down Payment. Buyer shall pay an initial down payment of $ to Seller on or before delivery, which shall be applied to the Purchase Price.

3.3 Balance and Installments. The unpaid balance of the Purchase Price after application of the down payment (the "Balance") shall be repaid in equal installments of $ each, due every commencing on .

3.4 Interest. The unpaid Balance shall bear interest at an annual rate of calculated on the declining balance. Interest shall accrue from the date of delivery until payment in full.

3.5 Late Charge and Default Interest. If any payment is not received within days after its due date, Buyer shall pay a late fee of $ and thereafter interest on the overdue amount at a rate equal to per annum, or the maximum permitted by law, whichever is lower.

4. DELIVERY; RISK OF LOSS; ACCEPTANCE

4.1 Delivery. Seller shall deliver the Goods to Buyer at the delivery location agreed by the parties on or before . Delivery shall be completed upon tender of the Goods to Buyer or carrier.

4.2 Risk of Loss. Risk of loss or damage to the Goods shall pass to Buyer upon delivery. Buyer shall inspect the Goods promptly upon receipt and shall notify Seller in writing of any claimed nonconformity within days of delivery. Failure to timely notify Seller shall constitute acceptance.

5. TITLE; SECURITY INTEREST

5.1 Retention of Title. Seller retains legal and equitable title to the Goods until Buyer has paid the Purchase Price in full. This Contract constitutes a security agreement and Buyer grants Seller a purchase money security interest in the Goods and all proceeds thereof.

5.2 Financing Statements. Buyer shall execute and deliver to Seller any documents, including financing statements, necessary to perfect and maintain Seller's security interest. Buyer authorizes Seller to file such financing statements without further signature by Buyer where permitted by law.

6. DEFAULT; REMEDIES

6.1 Events of Default. Each of the following constitutes an event of default: Buyer's failure to pay any amount when due beyond any applicable grace period; Buyer becoming insolvent or admitting inability to pay debts as they mature; appointment of a receiver for Buyer; or Buyer making an assignment for the benefit of creditors.

6.2 Remedies. Upon the occurrence of an event of default, Seller may, at its option and without limiting any other remedies available at law or in equity, declare the Balance immediately due and payable, repossess and remove the Goods (without liability for trespass, provided Seller acts in accordance with applicable law), retain any payments previously made by Buyer as reasonable liquidation damages or apply such payments against the Balance, and recover costs of collection, including reasonable attorneys' fees.

6.3 Repossession and Resale. In the event of repossession, Seller shall dispose of the Goods in a commercially reasonable manner and apply proceeds to the Balance. Buyer shall remain liable for any deficiency and Seller may recover deficiency plus costs and expenses of disposal.

7. WARRANTIES; DISCLAIMER

7.1 Seller's Limited Warranty. Seller warrants that, at the time of delivery, the Goods will substantially conform to the written description provided in Section 2. Seller's sole obligation under this warranty shall be limited to repair or replacement of nonconforming Goods, at Seller's option, provided Buyer notifies Seller within the inspection period set forth in Section 4.2.

7.2 Disclaimer. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 7.1, SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

8. TAXES; FEES; INSURANCE

Buyer shall be responsible for all sales, use, excise, registration, transfer, and other taxes, fees, or levies arising from the sale, transfer, or ownership of the Goods, whether preexisting or assessed after delivery. Buyer shall procure and maintain insurance in an amount sufficient to protect Seller's interest in the Goods until title passes to Buyer.

9. ASSIGNMENT

Neither party may assign its rights or obligations under this Contract without the prior written consent of the other party, except that Seller may assign its rights, including the security interest, to a successor or to a lender without Buyer consent, provided that any assignee expressly assumes Seller's obligations under this Contract with respect to the Buyer.

10. NOTICES

All notices, demands, or other communications required or permitted under this Contract shall be in writing and shall be deemed duly given when delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses set forth below or to such other address as either party may designate in writing.

11. GOVERNING LAW; VENUE

This Contract shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for purposes of any action arising out of this Contract.

12. ENTIRE AGREEMENT; AMENDMENT; SEVERABILITY; WAIVER

12.1 Entire Agreement. This Contract constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral.

12.2 Amendment. No amendment or modification of this Contract shall be effective unless in writing and signed by both parties.

12.3 Severability. If any provision of this Contract is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12.4 Waiver. No waiver of any breach or default shall be effective unless in writing signed by the party granting the waiver, and no waiver shall constitute a waiver of any subsequent breach or default.

13. COUNTERPARTS; EXECUTION

This Contract 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. Signatures transmitted by facsimile or electronic image shall be binding for all purposes.

14. ADDITIONAL PROVISIONS

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