Fill and Sign the Manufacture Sell Form

Agreement to Manufacture, Sell and Install Machinery Agreement made on the ______________ (date) , between __________________ (Name of Buyer) , a corporation organized and existing under the laws of the state of ______________, with its principal office located at ___________________________________ __________________________________________ (street address, city, county, state, zip code) , referred to herein as Buyer , and ____________________ (Name of Seller) , a corporation organized and existing under the laws of the state of ______________, with its principal office located at ________________________________________________________ _______________________ (street address, city, county, state, zip code) , referred to herein as Seller . 1. Manufacture; Sale; and Description Seller agrees to manufacture and sell to Buyer the machinery described in Exhibit A attached hereto and made a part hereof, hereinafter referred to as the Machinery . 2. Price The sales price of the Machinery shall be $___________. 3. Payment Buyer agrees to pay for the Machinery as follows: A. _______% of the sales price down within _______ (number) days after execution of this Agreement; B. _______% of the sales price down within _______ (number) days after Seller notifies Buyer of opportunity to inspect and Seller 's intent to make delivery at expiration of ______ (number) days from notice; and C. The remainder of the sales price upon delivery, installation, and readiness for commercial operations upon Buyer 's designated premises. If Seller should regard its prospect of receiving the last payment insecure, it may demand payment prior to delivery. 4. Delivery Schedule Seller shall commence to manufacture within ______ (number) weeks following receipt of Buyer 's initial deposit. Subject to the provisions of Section 6 , Seller will complete such manufacturing and make the Machinery available for inspection at Seller 's plant not later than _______________ (date of inspection) . If Buyer 's inspection discloses defects or adjustments, Seller shall have a reasonable time to correct such defects and make such adjustments as are necessary. Buyer shall then have an opportunity to make a final pre-shipment inspection. Seller shall within _______ (number) days of inspection cause the Machinery to be appropriately packaged and shipped to _______________________________________________________ ________________________ (address of delivery) , or to such other destination specified by Buyer . Seller shall pay all expenses of packaging and preparations for shipment and Buyer shall pay all costs of shipment, including insurance on both Seller 's and Buyer 's respective interests. 5. Installation Within _______ (number) business days after receipt of notice of arrival at Buyer 's destination, Seller shall cause such Machinery to be assembled and installed at Buyer 's plant. Seller will furnish one master mechanic for such purpose and pay his or her wages, and Buyer shall pay all other costs of assembly and installation, including the master mechanic's reasonable travel to and living expenses while at Buyer 's plant, and the cost of any other laborers or workers needed by the master mechanic for assistance in such assembly and installation. 6. Excuse for Nonperformance Seller 's obligations under this Agreement are accepted subject to strikes, labor troubles (including strikes or labor troubles affecting any suppliers of Seller ), floods, fires, acts of God, accidents, delays, shortage of cars, contingencies of transportation, and other causes of like or different character beyond the control of Seller . Impossibility of performance by reason of any legislative, executive, or judicial act of any governmental authority shall also excuse performance of or a delay in performance of this Agreement. 7. Warranties and Limitations A. Seller warrants that the Machinery shall be delivered free of the rightful claim of any third person by way of patent infringement, and if Buyer receives notice of any claim of such infringement, it shall, within ______ (number) days, notify Seller of such claim. If Buyer fails to forward such notice to Seller , it shall be deemed to have released Seller from this warranty as to such claim. B. THERE ARE NO WARRANTIES OF MERCHANTABILITY AND NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE OF THIS AGREEMENT. Seller shall replace without charge any part that proves defective in material or workmanship within the first _______ (number) hours of operation or a period of ______ (number) years from date of delivery to Buyer , whichever occurs first. 8. Inspection of Machinery by Seller Buyer agrees to permit Seller , its agents or employees or any independent experts or their agents or employees to inspect such Machinery and observe its performance at reasonable times and after reasonable notice. Buyer further agrees to permit Seller , its agents or employees and its independent manufacturer's agents to show such machines while in operation to persons who are prospective purchasers of comparable Machinery and notwithstanding that such prospective purchasers are competitors or potential competitors of Buyer . 9. Severability The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 10. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 11. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of ______________. 12. Notices Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 13. Attorney’s Fees In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. 14. Mandatory Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 15. Entire Agreement This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 16. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 17. Assignment of Rights The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. 18. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine. WITNESS our signatures as of the day and date first above stated. _______________________ ________________________ (Name of Seller) (Name of Buyer) By:______________________________ By:_____________________________ ________________________ ________________________ (P rinted name & Office in Corporation) (P rinted name & Office in Corporation ________________________ _________________________ (Signature of Officer) (Signature of Officer)