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This Sale of Goods Agreement is used for the sale of goods by a seller to a buyer. This document contains terms intended to best protect and serve interests of both parties including a description of the goods, the purchase price and a right of inspection. This agreement contains a warranty that the seller owns the goods and has the right to transfer them. It contains no other warranties and expressly states that the goods are sold "as is". This document is useful to parties located in New York seeking to purchase or sell goods.
Docstoc Legal Agreements This Sale of Goods Agreement is used for the sale of goods by a seller to a buyer. This document contains terms intended to best protect and serve interests of both parties including a description of the goods, the purchase price and a right of inspection. This agreement contains a warranty that the seller owns the goods and has the right to transfer them. It contains no other warranties and expressly states that the goods are sold "as is". This document is useful to parties located in New York seeking to purchase or sell goods. ® DISCLAIMERS: ALL INFORMATION AND FORMS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING AS TO THEIR LEGAL EFFECT AND COMPLETENESS. They are for general guidance and should be modified by you o r your attorney to meet your specific needs and the laws of your state. Use at your own risk. 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All Rights Reserved SALE OF GOODS AGREEMENT THIS SALE OF GOODS AGREEMENT (“Agreement”) is made ____ [Month] ____ [Date], 20____ between _______________________ [Instruction: Insert the name of Company], a company registered under ___________________________ [Instruction: Insert the State Company Act under which it is registered], and having its registered office at ________________________________ [Instruction: Insert the address of Company], hereinafter referred to as 'Seller' of the One Part and ________________________________ [Instruction: Insert the Name of Company], a company registered under the _________________________ [Instruction: Insert the State Company Act under which Company is registered] and having Its registered office at _____________________________ [Instruction: Insert the Address of Company], hereinafter referred to as 'Buyer' of the Other Part. 1. Sale of Goods [Instruction: Choose any one clause below] Seller shall sell, transfer and deliver to Buyer, the following personal property: ___________________________________________________________________________ ___________________________________________________________________________ (hereinafter the “Goods”) [Instruction: Insert the description of the Goods]. Or Seller agrees to sell, transfer and convey to Buyer, and Buyer agree to purchase the tangible personal property listed under Exhibit A (hereinafter the “Goods”) attached hereto. [Instruction: List the Goods to be transferred or sold by the Seller in the Exhibit A attached at the end of this document] 2. Consideration Buyer shall accept the Goods and pay _________ ($____) [◊ Instruction: Insert the Purchase amount, e.g., two hundred fifty thousand dollars ($250,000)] for the Goods, subject to Buyer's right of inspection as set forth in Section 4 below. 3. Interest Rate Interest rate on all late payments of the purchased price shall be equal to _________ percent (__ %), or the maximum rate allowed by law, of the overdue balance amount each month. 4. Right of Inspection The Buyer shall have the right to examine the Goods on receipt, and has ____ (__) [◊ Four (4)] business days to notify Seller of any claim for damage on account of the condition, grade or quality of the Goods, and must specify the basis of his/her claim in detail. The failure of Buyer to comply with these rules shall constitute irrevocable acceptance of the Goods. 5. Transfer of Title © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 2 Transfer of title and full ownership rights in the Goods shall not pass to Buyer until Buyer has paid in full the purchase price to Seller including any late fees, if applicable, as described in Section 2. 6. Loss of Risk Until received by Buyer, all risk of loss to the above-described goods specified in Section 1 is borne by Seller. 7. Warranty Seller warrants that the Goods are free from any and all security interests, liens and encumbrances. Further, Seller warrants that he/she neither knows, nor has reason to know, of the existence of any outstanding title or claim of title hostile to the rights of Seller in the Goods. 8. Disclaimer Except for the warranty as mentioned in clause 7 above, Seller hereby disclaims all warranties, express or implied, including without limitation the implied warranties of merchantability and fitness of the Goods for a particular purpose. The Goods are sold by Seller “as is,” Seller shall have no responsibility or liability for them. 9. Limitation of Seller’s Liability Buyer specifically agrees that Seller’s entire liability for any and all damage, injury or loss (regardless of the nature or extent of Buyer’s damage, injury or loss) arising out of or related to the Goods purchased from Seller shall be the total price paid by Buyer to Seller for the Goods purchased hereunder. Buyer further agrees that under no circumstances shall Seller be liable, either under this Agreement or under any theory of intentional tort, negligence, strict liability, statutory liability, warranty or otherwise, for any actual, direct, indirect, incidental, special, exemplary, punitive or consequential damages, including, without limitation, Buyer’s lost profits. 10. Receipt Construed as Delivery The Goods shall be deemed received by Buyer when delivered to Buyer at _______________________________________ [address], __________ [city], __________ [county], New York. [Instruction: Insert the address of Buyer where the Goods are desired to be received] 11. Notice Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by United States Postal Service, personal delivery or recognized overnight delivery services such as FedEx. If to Seller: _____________________________________ © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 3 _____________________________________ _____________________________________ If to Buyer: _____________________________________ _____________________________________ _____________________________________ 12. Waiver The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights. 13. Force Majeure Seller may, without liability, delay performance or cancel this Agreement on account of force majeure events or other circumstances beyond its control, including, but not limited to, strikes, acts of nature, political unrest, embargo, failure of source of supply or casualty. 14. Headings in this Agreement The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement. 15. Governing Law/Jurisdiction This Agreement shall be construed in accordance with and governed for all purposes by the laws of New York applicable to contracts executed and wholly performed within such jurisdiction. Any dispute arising hereunder shall be referred to and heard in only a court located in _______________ [Instruction: Insert the County]. If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable, that provision shall be severed and the remainder of this Agreement shall continue in full force and effect. 16. Miscellaneous This Agreement contains the entire agreement between the parties and supersedes and replaces all such prior agreements with respect to matters expressly set forth herein. No modification shall be made to this Agreement except in writing and signed by both parties. This Agreement shall be binding upon the parties and their respective heirs, executors, administrators, successors, assigns and personal representatives. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 4 For: SELLER For: BUYER Signed:_________________________________ Signed:_______________________________ Name: Name: Title: Title: Date: Date: © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 5 EXHIBIT A DESCRIPTION OF GOODS © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 6
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