Generator Purchase Agreement

GENERATOR PURCHASE AGREEMENT

This Generator Purchase Agreement ("Agreement") is made as of by and between Seller: , with principal place of business at , and Buyer: , with principal place of business at .

RECITALS

WHEREAS, Seller is the lawful owner and offers for sale certain electrical generation equipment and related accessories described herein (the "Equipment"); and

WHEREAS, Buyer desires to purchase the Equipment from Seller on the terms and conditions set forth in this Agreement; and

WHEREAS, Seller desires to sell the Equipment to Buyer and to grant such rights and warranties as are expressly set forth below.

NOW, THEREFORE

In consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. EQUIPMENT

1.1 Description. Seller agrees to sell and Buyer agrees to purchase the generator(s) and related components described as follows:

1.2 Quantity, Model and Serial. Model: ; Serial No(s): ; Quantity: .

2. PURCHASE PRICE AND PAYMENT

2.1 Purchase Price. The total purchase price for the Equipment is $ (the "Purchase Price"), payable in United States dollars in accordance with this Section 2.

2.2 Payment Terms. Buyer shall pay a deposit of $ upon execution of this Agreement. The remaining balance shall be paid by wire transfer, cashier's check, or other agreed method on or before Delivery Date: . Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law.

3. DELIVERY; RISK OF LOSS; TITLE

3.1 Delivery. Delivery shall be FOB Seller's facility unless otherwise agreed in writing. Estimated delivery date: . Seller will use commercially reasonable efforts to meet the delivery schedule but shall not be liable for delays due to causes beyond its control.

3.2 Risk of Loss and Title. Risk of loss or damage to the Equipment shall pass to Buyer upon delivery to Buyer’s designated carrier or Buyer’s designated installation site, as applicable. Title to the Equipment shall pass to Buyer upon Seller’s receipt of the Purchase Price in full, subject to any security interest retained by Seller under Section 4.

4. SECURITY INTEREST

4.1 Security. To secure Buyer’s obligations under this Agreement, Buyer grants Seller a security interest in the Equipment until full payment is received. Buyer agrees to execute and deliver financing statements, certificates, and other documents reasonably requested by Seller to perfect such security interest.

5. INSPECTION AND ACCEPTANCE

5.1 Inspection Period. Buyer shall have seven (7) business days from receipt of the Equipment to inspect and test the Equipment for conformity with the specifications set forth in this Agreement. If Buyer does not provide written notice of rejection within that period, the Equipment shall be deemed accepted.

6. REPRESENTATIONS AND WARRANTIES

6.1 Seller Representations. Seller represents and warrants to Buyer that: (a) Seller has good and marketable title to the Equipment free and clear of all liens, encumbrances and claims except those disclosed in writing to Buyer; (b) the Equipment will conform to the written specifications and be free from material defects in material and workmanship for the period set forth in Section 6.3; and (c) Seller has the full corporate power and authority to enter into and perform this Agreement.

6.2 Buyer Representations. Buyer represents and warrants that it has the authority to purchase the Equipment and that the execution and performance of this Agreement will not violate any agreement to which Buyer is a party.

6.3 Exclusive Remedy. Seller's sole and exclusive obligation and Buyer's sole remedy for breach of the warranty in Section 6.1 shall be, at Seller’s option, repair or replacement of the nonconforming Equipment or refund of a portion of the purchase price allocable to the nonconforming Equipment, provided Seller is given prompt written notice and a reasonable opportunity to investigate and remedy the defect.

7. LIMITATION OF LIABILITY

EXCEPT FOR CLAIMS ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS OR REVENUE) WHETHER BASED IN CONTRACT, TORT, OR STRICT LIABILITY. SELLER'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE PURCHASE PRICE PAID FOR THE SPECIFIC EQUIPMENT AT ISSUE.

8. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's breach of this Agreement, negligence, or willful misconduct. The Indemnified Party shall give prompt written notice of any claim and shall cooperate in the defense.

9. TAXES AND FEES

Buyer shall be responsible for and shall pay any sales, use, excise, customs or other taxes, duties or fees (other than taxes on Seller’s net income) associated with the purchase, sale, delivery, installation or use of the Equipment.

10. DEFAULT; REMEDIES

10.1 Buyer Default. If Buyer fails to pay any amount when due or otherwise breaches this Agreement and such breach is not cured within ten (10) days after written notice, Seller may, at its option, terminate this Agreement, retain the deposit as liquidated damages, repossess the Equipment and pursue any other remedies available at law or in equity.

10.2 Seller Default. If Seller fails to deliver conforming Equipment and does not cure such failure within a commercially reasonable time after notice from Buyer, Buyer may terminate this Agreement and obtain a refund of amounts paid for the undelivered Equipment or seek specific performance, subject to Seller’s limitation of liability in Section 7.

11. INSURANCE

Until title passes and Buyer takes possession, Seller shall maintain property insurance covering the Equipment. After delivery, Buyer shall maintain adequate insurance covering the Equipment against loss, theft and damage.

12. NOTICES

All notices, requests, consents, claims, demands and other communications hereunder shall be in writing and sent to the addresses set forth below or to such other address as a party may designate by notice. Notices shall be delivered by hand, certified mail (return receipt requested) or nationally recognized overnight courier.

13. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may not be amended or modified except by a written instrument executed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party against whom enforcement is sought. This Agreement may be executed in counterparts and delivered by electronic transmission, each of which shall be deemed an original.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of law principles.

14.2 Entire Agreement. This Agreement, together with any schedules or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings.

14.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect and such invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely matches the parties' intent.

15. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. All monetary amounts are stated in United States dollars unless otherwise specified.

Sign Now