Fill and Sign the Warranties 497330562 Form

Agreement for Sale of Yogurt Maker with Express Warranties 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 . PART ONE 1. Sale of Yogurt Maker Buyer agrees to buy, and Seller agrees to sell, for $_________________ (Sales Price) , subject to the terms and conditions stated below, the following described Yogurt Maker (hereinafter sometimes referred to as the Unit ): (Description of Yogurt Maker including Model Number) ____________________________________________________________________________ ____________________________________________________________________________ The Unit is t o be delivered on board car or truck at ____________________________________ _______________________________ (street address, city, county, state, zip code) , on or about _____________________ (date of delivery) : 2. Warranties Subject to the limitations set forth Part Two below, Seller warrants that the Unit is to be free from defective material and workmanship and agrees to furnish any part or parts necessary to make good any defect directly traceable to a fault in material or workmanship of Seller , provided that the claim for any such defect is made within one year after delivery of the Unit and provided the defective part or parts are promptly returned to Seller at Buyer’s expense. Equipment and accessories not of Seller 's manufacture are warranted only to the extent that they are warranted by the manufacturers of the same. THERE ARE NO OTHER WARRANTIES , EXPRESS OR IMPLIED, EITHER OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. Buyer agrees that there have been no such representations upon which it relied . IT IS AGREED THAT SELLER'S LIABILITY AND BUYER'S SOLE REMEDY, WHETHER IN CONTRACT , UNDER ANY WARRANTY, IN TORT (INCLUDING NEGLIGENCE), IN STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED THE RETURN OF THE AMOUNT OF THE PURCHASE PRICE PAID BY BUYER, AND UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PROPERTY DAMAGE, DAMAGE TO OR LOSS OF EQUIPMENT , LOST PROFITS OR REVENUE, COSTS OF RENTING REPLACEMENTS, AND OTHER ADDITIONAL EXPENSES, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PRICE STATED FOR THE EQUIPMENT IS A CONSIDERATION IN LIMITING SELLER'S LIABILITY AND BUYER'S REMEDY. SELLER WILL NOT BE LIABLE FOR ANY DAMAGES, LOSSES, OR EXPENSES AS A RESULT OF BUYER'S NEGLIGENCE, WHETHER DEEMED ACTIVE OR PASSIVE AND WHETHER OR NOT ANY SUCH NEGLIGENCE IS THE SOLE CAUSE OF ANY SUCH DAMAGE, LOSS, OR EXPENSE. This warranty gives you specific legal rights, and you may also have other rights which vary from state to state. 3. Payment Buyer agrees to pay for the Product as follows: $ _________________ (dollar amount) in cash upon the execution of this Agreement, $ _________________ (dollar amount) in cash upon notification that the Product is ready for shipment and the further sum of $ ____________ (dollar amount) in cash within ________ (number) days after the Product has been installed or erected and is ready for power. If the latter amount is not received within such period, all amounts owing will commence from that date bearing interest at the rate of _______% per annum. Seller by written notice to Buyer may increase the price to Seller 's list price in effect at time of shipment. Within _______ (number) days after the receipt of the notice, Buyer shall have the option of either accepting the increase or canceling the Agreement. 4. Delivery; Title The Unit shall be delivered to the Buyer by the Seller upon the execution of this Agreement , upon condition, nevertheless, that title to the Unit shall remain in the Seller and shall not pass to the Buyer until the purchase price has been paid in full (together with interest). 5. Liquidated Damages If the Buyer fails to accept delivery, it shall forfeit its deposit as liquidated damages for the Seller 's expenses and efforts and the Seller shall be permitted to dispose of the Unit without any liability to the Buyer whatsoever. This does not limit the Seller 's rights to additional damages against the Buyer . 6. Risk of Loss From the time of delivery until all payments and other obligations of the Buyer have been fully performed, the Buyer shall bear the full burden of any loss or damage to the Unit due to fire, theft or any other cause whatsoever. This is regardless of the fact that the title to the Unit remains in the Seller . The Buyer covenants and agrees to keep the Unit in good condition and repair until payment in full including interest has been made. 7. Insurance The Buyer covenants and agrees to keep the Unit insured at all times against risks of fire (including extended coverage), theft, and other risks as the Seller may require, in such form, for such periods and with such companies as may be satisfactory to the Seller . Such insurance to be made payable to the Seller as its interest may appear. If loss, injury, or destruction occurs to the Unit before payment in full has been made, the Seller shall have the right to collect any insurance money payable as its interests may appear and such insurance money shall be deemed to be payments towards the purchase price for the Unit . The Buyer however, shall remain fully liable for any deficiencies which may result after such application of insurance monies has been made. 8. Encumbrances The Buyer shall not mortgage, sell, pledge, or otherwise dispose of the Unit and shall keep the Unit free and clear of all liens, charges, and encumbrances whatsoever until payment in full has been made. The Seller may pay any lien, charge, or other encumbrance on the Unit and add the amount of same to the amount secured by this Agreement and if the Seller so chooses, the whole amount secured by this Agreement shall fall due. 9. Default The Buyer shall be in default under this Agreement upon the happening of any of the following events or conditions: A. Default in the payment (including interest) or performance of any of the obligations or any covenant or liability contained or referred to in this Agreement ; B. If any warranty, representation, or statement made or furnished to the Seller by or on behalf of the Buyer proves to have been false in any material respect when made or furnished; C. Loss, theft, damage, destruction, sale of the Unit , or the placing of any mortgage, lien, charge, or other encumbrance whatsoever upon or against the Unit ; or D. Death, dissolution, termination of existence, insolvency, business failure, appointment of a receiver of all or any part of the Unit , assignment for the benefit of creditors by, or the commencement of any proceedings under, any bankruptcy or insolvency laws by or against the Buyer . 10. Seller’s Remedies Upon the happening of any event or condition of default and at any time afterward, the Seller may declare the obligations secured by this Agreement immediately due and payable, and then all the obligations shall become immediately due and payable and the Seller shall have in addition to any other rights and remedies provided by law, the rights and remedies of a secured party under the Uniform Commercial Code of the state of _____________________ (name of state) and those provided by this Agreement . The Seller shall have the right to take immediate repossession of the Unit and all attachments by any method permitted by law. 11. Personal Property; Title The Unit shall remain personal property irrespective of manner of their attachment to realty, and title to the Unit shall be and remain vested in the Seller until the purchase price has been fully paid and the Buyer has fully complied with all his obligations under this Agreement . Until full payment, the Seller shall be vested with title to any additions and substitutes in and to the Unit as well as title to the Unit itself. 12. 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. 13. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of ___________________. 14. 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. 15. 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. 16. 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. 17. 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. 18. 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. 19. 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. 20. Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. PART TWO I. Representations and Warranties A. General. Seller represents, warrants and covenants (as to future performance) to Buyer as follows: B. Authority. That: (1) Seller has full power and authority to enter into this Agreement , to carry out its obligations under this Agreement, and to grant the rights and licenses granted to Buyer in this Agreement; (2) there are no outstanding assignments, grants, licenses, encumbrances, obligations or agreements (whether written, oral or implied) that are inconsistent with this Agreement and the rights granted or transferred herein; and (3) Seller 's compliance with the terms and conditions of this Agreement will not violate any applicable laws or any third party agreements . C. Warranty Period and Defects. Unless otherwise provided in this Agreement, all Units purchased pursuant to this Ag reement will be new and will include the original manufacturer's warranty. If the conditions set forth in Section II have been met, for ______ ( number of years) years from the date of Acceptance (the Warranty Period ), 1. Seller will correct any failure of the applicable Yogurt Maker to operate in accordance with this warranty by providing the necessary parts or services to Buyer at no additional cost to Buyer for one year from the date of delivery of the Unit. However, this warranty does NOT include parts and/or labor regarding wear and tear items such as such as rubber, blades, rubber rings, lubrications, shafts, rubber lining on shafts rubber rings, lubrications, shafts, and rubber lining on shafts. A full and detail list of such wear and tear items is attached hereto as Exhibit ____ and initialed by both parties. Damaged parts must be sent to Seller at Buyer’s expense before such part will be replaced. 2. In the event Seller is unable to correct such a defect within ______ (number) calendar days, Seller will replace the defective Yogurt Maker Unit with a Unit that functions properly. 3. Seller shall have ______ (number) of opportunities to attempt to correct any failure or defect in a Unit with a replacement part which Buyer shall install within _______ (number) days of receipt before Buyer has the right to return the defective or malfunctioning Unit as unacceptable and receive a full refund of the fee paid for such Unit. D. Limitation of Remedies Buyer agrees that the sole liability of Seller by virtue of any warranty or guarantee deemed to have been made by Seller is, at Seller 's option, either to make the Unit sold fulfill the warranty, replace the Unit, or to remove the same at the Seller 's own expense, refunding payments made. No warranty made by Seller shall be binding on Seller after one year from the date of the original delivery of the Unit, and no liability for any special, indirect, or consequential damages of any nature is assumed by or shall be imposed by Seller based upon its undertakings in this Agreement. E. Disclaimer. EXCEPT AS SPECIFICALLY PROVIDED FOR HEREIN, THERE ARE NO EXPRESS WARRANTIES REGARDING THIS UNIT AND SELLER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. F. Pass-Through. Seller hereby assigns to Buyer all assignable warranties , representations and indemnities granted to Seller by third parties in the Units, including any embedded third party software or any components thereof, and all remedies for breach of such warranties , representations and indemnities. G. Product Maintenance. Service and maintenance of the Units shall be provided at Buyer 's expense. However, if any Units requires more than _____ (number) service call per calendar quarter due to manufacturers defect, then Seller will reimburse Buyer for that service call at a rate of $__________ per call for the second or subsequent service calls in that quarter. H. Quality. That Seller will perform all services in a good, workmanlike and professional manner using people fully familiar with the Units and the underlying technology in compliance with all applicable laws. II. Conditions for Warranties in Section I to be Effective and Binding on Seller A. Buyer must do all required maintenance on the Unit such as soft cleaning daily and deep cleaning once a week. A complete list of required maintenance is attached hereto as Exhibit ____ and initialed by both parties. Any damage that results from failure to do such maintenance will not be covered by any express warranty set forth in this Agreement. B. Unit must have adequate cool air circulation where it is housed. This generally requires an air conditioning setting of between 75 and 78 degrees Fahrenheit . Any damage to the Unit resulting from failure to provide such air circulation w ill not be covered by any express warranty set forth in this Agreement. C. The Unit was design to use Yoflavor yogurt . Any damage to the Unit resulting from failure to use such product will not be covered by any express warranty set forth in this Agreement. D. Buyer must take reasonable care of the Units; any damage that results from failure to take such care will not be covered by any express warranty set forth in this Agreement. E. Damage by a person using the Unit without the permission of the owner will not be covered by any express warranty set forth in this Agreement. F. Work on a damaged Unit will not be covered unless the work is done by a factory-trained, authorized service technician. G. Sale of the Unit to a third party will void the warranty protection provided pursuant to this Agreement. Warranty protection provided pursuant to this Agreement cannot be assigned. In this contract, 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)