Legal Resale Certificate

LEGAL RESALE CERTIFICATE

This Legal Resale Certificate (the Certificate) is made effective as of by and between Seller Name: with principal address and Purchaser Name: with principal address .

Recitals

WHEREAS, Seller is engaged in the business of selling tangible personal property within the applicable taxing jurisdictions; and

WHEREAS, Purchaser is engaged in the business of reselling certain tangible personal property and components thereof, and intends to purchase goods from Seller for resale in the regular course of business; and

WHEREAS, Purchaser seeks to provide Seller with a written certification to document that the purchases described herein are exempt from sales and use tax under applicable resale exemption provisions.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for 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 Certificate: "Purchaser" means the entity identified above as purchaser; "Seller" means the entity identified above as seller; "Goods" means the tangible personal property described in Section 3 below; and "Resale" means any sale of tangible personal property in the regular course of the Purchaser's business that is intended for resale without use or consumption by the Purchaser prior to resale.

2. Certification of Resale

Purchaser hereby certifies that Purchaser is engaged in the business of selling the following tangible personal property in the regular course of business and that the purchases described in this Certificate are for resale and not for personal use, consumption or any purpose other than resale:

Purchaser's resale or tax exemption identification number (if applicable):

Type of certificate: Blanket certificate (covers multiple purchases) Single-purchase certificate (covers only identified purchase)

3. Limitations and Conditions

This Certificate is furnished to Seller for the purpose of documenting Purchaser's claim of exemption from sales and use tax for purchases of Goods described herein. Purchaser acknowledges that this Certificate does not apply to purchases of services, taxable property not intended for resale, or to any transaction where Purchaser uses, consumes or installs the Goods rather than resells them in the ordinary course of business.

Purchaser understands and agrees that if any purchase evidenced by this Certificate is held to be taxable under applicable law because the Goods are used, consumed, or otherwise removed from resale, Purchaser shall be responsible for payment of all taxes, penalties and interest assessed on such purchases.

4. Representations and Warranties

Purchaser represents and warrants to Seller that: (a) Purchaser is engaged in the business of selling the described Goods; (b) the information provided in this Certificate is accurate and complete; and (c) Purchaser will notify Seller in writing if Purchaser's right to make tax-exempt purchases for resale is revoked, suspended, or otherwise altered.

5. Indemnification

Purchaser shall indemnify, defend and hold Seller harmless from and against any and all claims, liabilities, assessments, fines, penalties, interest and expenses (including reasonable attorneys' fees) arising from Purchaser's misrepresentation, misuse of purchased Goods, or failure to pay sales or use taxes lawfully due on purchases made under this Certificate.

6. Recordkeeping and Inspection

Purchaser agrees to maintain complete and accurate records that substantiate the purchases claimed to be exempt under this Certificate and to provide copies of such records to Seller or to appropriate governmental authorities upon lawful request. Purchaser shall retain such records for the period required by law.

7. Revocation

This Certificate shall remain in effect until revoked by Purchaser in writing or until superseded by applicable statute or regulation. Revocation shall not affect Seller's liability for transactions that occurred prior to receipt of written revocation.

8. Acceptance by Seller

Seller's acceptance of this Certificate is limited to acknowledging receipt and recording of Purchaser's claim of resale exemption. Seller makes no representation or warranty regarding the validity of Purchaser's exemption in any particular taxing jurisdiction. Seller reserves the right to deny future transactions if documentation is incomplete or subsequently determined invalid.

9. Notices

All notices required or permitted under this Certificate shall be in writing and delivered to the addresses specified above by certified mail, return receipt requested, or by nationally recognized overnight courier, or by hand delivery, and shall be deemed given upon receipt.

10. Governing Law

This Certificate shall be governed by and construed in accordance with the laws of the state identified as Purchaser's principal address without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that state for resolution of disputes arising under this Certificate.

11. Entire Agreement; Severability

This Certificate constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings of the parties. If any provision of this Certificate is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

12. Amendments; Waiver; Counterparts

No amendment, modification or waiver of any provision of this Certificate will be effective unless in writing and signed by both parties. Failure to enforce any provision will not constitute a waiver of future enforcement. This Certificate may be executed in counterparts, each of which will be deemed an original and all of which together shall constitute one instrument.

13. Acknowledgment

Purchaser acknowledges that it has read and understands the terms of this Certificate and that knowingly providing false information to evade sales or use tax may subject Purchaser to civil and criminal penalties under applicable law.

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