Fill and Sign the Sale of Goods General Form

AGREEMENT FOR SALE OF GOODS Seller_____________________________________ Buyer_____________________________________________ Address___________________________________ Address___________________________________________ __________________________________________ _________________________________________________ City/County/State/Zip City/County/State/Zip 1. Sale Of Goods. Seller shall sell to Buyer the goods described in Exhibit A, attached hereto and incorporated herein by this reference (the "Goods"), F.O.B.: 2. Delivery. Delivery of the Goods shall be made at the rate of each month on the _____ day of ______________ ________________________________, and of each ___________________________________________ during the term of this Agreement. Delivery of the Goods by Seller to the carrier at the point of shipment shall constitute delivery to Buyer, subject to the lien of Seller for the unpaid purchase price. Seller shall not be liable for any failure to deliver if the failure is occasioned by fire, embargo, strike, inability to secure materials or any other circumstances beyond the control of the Seller which shall hinder Seller's performance of this Agreement. 3. Payment. Payment shall be made by sight draft with bill of lading attached. Buyer shall be responsible to Seller for any loss or damage to Seller by reason of any failure or default on the part of Buyer's bank in connection with the payments by the Buyer under this Agreement. 4. Taxes. All taxes, duties, imposts, fees or charges of any governmental body, however, denominated "Taxes" which prior to the completion of deliveries under this Agreement, shall be levied, imposed or increased by any governmental authority, on or measured by any of the Goods remaining unshipped, or on or measured by any of the raw materials used in the manufacture of the Goods, or in the manufacture of the containers for the Goods, or the processing, purchase, sale, holding for sale, distribution, dealing in, transportation, use or handling of any of the Goods or such raw materials, if paid or borne by Seller, shall be added to the purchase price for the Goods and paid by Buyer or reimbursed by Buyer to Seller. Any Taxes which Seller shall be finally relieved from paying or which shall be later refunded to Seller at any time and for any cause shall be refunded or credited to Buyer by Seller after Seller has deducted all expenses incurred by Seller in preventing collection of the Taxes or securing the refund thereof. Seller shall not, however, be under any obligation to contest the validity of any Taxes or to prosecute any claims for refunds. 5. Specifications and Warranties. The Goods shall conform to the specifications set forth in Exhibit A. SELLER MAKES NO OTHER WARRANTIES TO BUYER, EXPRESS OR IMPLIED, AND HEREBY EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 6. Claims. Buyer waives any claim or defense based on the quality of the Goods unless such claim is made within _______ days after Buyer learns of the defect complained of, but in any event within ______ days after receipt by Buyer of the Goods at their destination. All claims of Buyer shall be made in writing by certified mail, return receipt requested, addressed to Seller at its address set forth below, accompanied by a sample of the Goods alleged to be defective. 7. Remedies of Buyer Upon Seller's Default. Seller shall, without limitation, be in default of this Agreement if Seller shall become insolvent, if at any time the property of Seller is seized or otherwise in the possession of a receiver or trustee; or if Seller shall fail to ship goods to Buyer at the time required; but Seller shall not be in default for nonperformance due to fire, natural disaster, labor difficulties, riot, federal or state laws or regulations, acts or defaults of common carriers or other cause beyond the reasonable control of Seller. In the event of Seller's default, Buyer may within ______ days after written notice thereof by written notice to Seller exercise the following remedies: (a) terminate this Agreement; or (b) terminate this Agreement as to the portion of the Goods in default only and purchase within _______ days an equal quantity of goods of the same kind and grade and recover from Seller the excess of the price so paid over the purchase price set forth in this Agreement, plus any incidental loss or expense; or - 1 - (c) terminate this Agreement as to any unshipped balance and recover from Seller as liquidated damages, a sum to be computed in accordance with the following formula: _______________________ If the default consists of a failure by Seller to ship at the time required, Buyer may terminate this Agreement only if Seller does not ship the Goods within _______ days after Buyer has delivered written notice to Seller of the default complained of. 8. Remedies of Seller Upon Buyer's Default. Buyer shall, without limitation, be in default of this Agreement if Buyer shall become insolvent, shall fail to make any payment to Seller when due under this or any other agreement between Buyer and Seller, or if at any time the property of Buyer is seized or otherwise in the possession of a receiver or trustee; but the Buyer shall not be in default for nonperformance due to fire, natural disaster, labor difficulties, riot, federal or state laws or regulations, acts or defaults of common carriers or other cause beyond the reasonable control of the Buyer. In the event of Buyer's default, Seller may within _______ days of notice thereof to Buyer exercise the following remedies: (a) terminate this Agreement; (b) terminate this Agreement as to the portion of the Goods in default only and resell within _______ days an equal quantity of goods of the same kind and grade and recover from Buyer the difference between the price set forth in this Agreement and the price obtained upon resale, plus any incidental loss or expense; or (c) terminate this Agreement as to any unshipped balance and recover from Buyer as liquidated damages, a sum to be computed in accordance with the following formula: _____________ 9. Limitation of Actions. No action shall be maintained by Buyer against Seller unless written notice of any claim alleged to exist is delivered by Buyer to Seller within ________ days after the event complained of first becomes known to Buyer, and an action is commenced by Buyer within ________ days after such notice. 10. Integration of Agreements. This Agreement is the entire contract between the parties with respect to the subject matter hereof and supersedes all prior agreements and negotiations between them. This Agreement may be amended only in writing signed by the duly authorized representatives of the parties. 11. Notices. All notices required or permitted under this Agreement shall be in writing and personally delivered or mailed, by certified mail, return receipt requested, and addressed as shown above. 12. Construction. This Agreement shall be construed in accordance with the laws of the State of ________________________ contract made and to be performed in that state. IN WITNESS WHEREOF, the Parties have Executed this Agreement on this _____ day of _____________________, 20___. Seller_____________________________________ Buyer_____________________________________ - 2 -