VIEWS: 2,258 PAGES: 9 CATEGORY: Creating a Sales Agreement POSTED ON: 11/16/2009
An Installment Equipment Agreement is an agreement between two parties whereby one party contracts the services of the other for the purposes of installing equipment pursuant to certain terms and conditions. This document in its draft form contains numerous of the standard clauses commonly used in these types of agreements; however, additional language may be added allowing customization to ensure the specific terms of the parties' agreement are addressed. Use this agreement when a buyer purchases goods from a seller, and wants the seller to install those goods.
An Installment Equipment Agreement is an agreement between two parties whereby one party contracts the services of the other for the purposes of installing equipment pursuant to certain terms and conditions. This document in its draft form contains numerous of the standard clauses commonly used in these types of agreements; however, additional language may be added allowing customization to ensure the specific terms of the parties' agreement are addressed. Use this agreement when a buyer purchases goods from a seller, and wants the seller to install those goods. INSTALLMENT EQUIPMENT SALE AGREEMENT This Installment Equipment Sale Agreement (this “Agreement”) is hereby entered into on this _____ day of _____________, _______ by and between ___________________ [NAME OF SELLER] (“Seller”) and ____________________ [NAME OF PURCHASER] (“Purchaser”) at times collectively referred to herein as the “Parties” and individually as “Party.” THE PARTIES HERETO HEREBY AGREE AS FOLLOWS: 1.00 SALE OF EQUIPMENT 1.01 Seller shall sell to Purchaser and Purchaser hereby agrees to purchase from Seller, the equipment listed in Schedule “A” attached hereto (the “Equipment”). 2.00 PURCHASE PRICE 2.01 Seller and Purchaser hereby agree that the purchase price for the Equipment shall be the sum of _____________________ [AMOUNT IN WORDS] dollars ($_________ [AMOUNT IN NUMERALS]) (the “Purchase Price”). 2.02 Purchaser hereby agrees to pay to Seller the Purchase Price for the Equipment upon the execution of this Agreement, by way of certified check, money order, bank draft, wire transfer, or direct deposit into Seller’s bank account or by such other means as Seller and Purchaser may agree in writing. 3.00 DELIVERY OF EQUIPMENT BY SELLER 3.01 Seller shall deliver the Equipment to Purchaser on the _____ day of _____________, _______ (the “Delivery Date”) at Purchaser’s principal place of business or at such other location as Purchaser may specify in writing to Seller. 3.02 Until all payments due and owing to Seller have been paid in full by Purchaser, Seller shall retain a security interest in the Equipment, parts, accessories, and attachments affixed to or used in connection with the Equipment. 3.03 Purchaser hereby agrees that it shall insure the Equipment against all hazards in form and in amounts with an insurer satisfactory to Seller. If Purchaser fails to obtain such insurance coverage, Seller shall have the right to obtain such insurance at Purchaser’s expense and Purchaser shall assign to Seller all right to receive the proceeds of the insurance, which shall not exceed any unpaid balance owing to Seller. 3.04 Purchaser hereby agrees that it shall keep the Equipment in good condition and in a good state of repair, free and clear from any liens, encumbrances, or any other security interests, and will pay all taxes or assessment associated with Purchaser’s use of the Equipment. Purchaser hereby further agrees that it shall not use the Equipment for any illegal use and shall not dispose of the Equipment or remove the Equipment from the premises of Purchaser without the prior written consent of Seller. 3.05 Upon payment of all amounts due and owing to Seller, Seller shall, within ________ [AMOUNT IN WORDS] (____ [AMOUNT IN NUMERALS]) days’ of receiving such final payment from Purchaser, discharge any and all security interests Seller may have or has in the Equipment. 4.00 INDEMNIFICATION 4.01 Seller shall indemnify and hold Purchaser harmless, to the fullest extent allowed by law, from any and all claims that the Equipment may infringe a third party’s copyright or patent. 4.02 Purchaser hereby agrees that it shall notify Seller of any third-party claim within ______ [AMOUNT IN WORDS] (___ [AMOUNT IN NUMERALS]) days of Purchaser learning of such claim and Purchaser further acknowledges that Seller shall have the sole discretion and control of the defense of any and all third-party claims and all related settlement negotiations. 4.03 Purchaser hereby acknowledges and agrees that it shall indemnify and hold Seller harmless, to the fullest extent allowed by law, from any liability for any third-party claims of infringement based on Purchaser’s use of the Equipment. 5.00 REPRESENTATIONS AND WARRANTIES 5.01 Seller hereby represents and warrants to Purchaser that the Equipment shall be free and clear from any material defects, save and except for the proper installation, operation, and maintenance of the Equipment by Purchaser. 5.02 Any warranty claims that may be made by Purchaser shall be made within ______ [AMOUNT IN WORDS] (___ [AMOUNT IN NUMERALS]) days of Purchaser becoming aware of any defect in the Equipment and Seller shall repair, replace, or correct any such defect in the Equipment present at the time of delivery of the Equipment to Purchaser or shall remove the defective Equipment and refund the Purchase Price to Purchaser. 5.03 The representations and warranties of Seller shall commence on the Delivery Date and shall continue for a period of ______ [AMOUNT IN WORDS] (___ [AMOUNT IN NUMERALS]) days/months/years thereafter. 5.04 Seller and Purchaser hereby agree that any repairs to the Equipment under the representation and warranty period as set out in Article 5.03 above shall be conducted by an authorized service representative of Seller. 5.05 Seller and Purchaser hereby agree that any claims by Purchaser for problems or defects in the Equipment arising from Purchaser’s misuse, misapplication, storage of the Equipment, damage to the Equipment, or negligence will not be subject to the representations and warranties contained in this Article 5.00 et seq. © 2011 by Docstoc®, Inc. 6.00 LIMITATION ON LIABILITY 6.01 Seller and Purchaser hereby agree that in no event shall Seller be liable for any indirect, incidental, punitive, or consequential damages for loss of profits, revenue, or use incurred by Purchaser or any third party, whether in an action in contract, tort, or otherwise even if advised of the possibility of such damages. 6.02 Seller’s liability for any such damages arising out of or in connection to this Agreement shall in no event exceed the Purchase Price of the defective Equipment. 7.00 EVENTS OF DEFAULT 7.01 Any of the following events shall constitute a default under this Agreement: (i) Any failure by Purchaser to perform any of its obligations under this Agreement; (ii) If any representation or warranty made under this Agreement is found to be untrue or incorrect; (iii) Upon the death of Purchaser or upon the merger or reorganization of Purchaser which results in a change of control of Purchaser; (iv) Upon any insolvency or bankruptcy proceedings of Purchaser; or (v) By the default of Purchaser of any other obligation of Purchaser contained herein. 8.00 REMEDIES IN THE EVENT OF DEFAULT 8.01 In the event of any default under this Agreement, Seller shall have the right to: (i) Obtain a judgment against Purchaser for the amount of any outstanding balance owing to Seller plus interest at the rate of _______ [AMOUNT IN WORDS] percent (__% [AMOUNT IN NUMERALS]) per ________, including any reasonable attorney fees associated with obtaining such judgment; (ii) Enter the premises of Purchaser or any other location to take possession of the Equipment; and (iii) Exercise any and all of its rights on default in its capacity as a secured party. 9.00 CONFIDENTIALITY 9.01 Purchaser hereby agrees that it shall not knowingly provide or distribute any confidential information of Seller to any third party. © 2011 by Docstoc®, Inc. 9.02 Seller and Purchaser hereby agree not to disclose any information contained herein to any third party or use any confidential information disclosed thereto, except as expressly permitted under this Agreement. Seller and Purchaser shall take all reasonable measures and actions to maintain confidential the information in its possession or control. 9.03 The confidentiality provisions of this Agreement shall remain in full force and effect for a period of ___________ [AMOUNT IN WORDS] (___ [AMOUNT IN NUMERALS]) years after the termination of this Agreement. 10.00 DISPUTE RESOLUTION 10.01 Seller and Purchaser hereby commit to good faith negotiations for a period of ___________ [AMOUNT IN WORDS] (___ [AMOUNT IN NUMERALS]) days from the date of notice by one party to the other that there is a dispute between the parties arising out of or relating to the validity, construction, meaning, performance, or effect of or the rights and liabilities of the parties hereto with respect to this Agreement (the “Dispute”) prior to referring the dispute to arbitration. 10.02 If after the ___________ [AMOUNT IN WORDS] (___ [AMOUNT IN NUMERALS])- day negotiation period, the Dispute persists, the Dispute shall be determined by arbitration pursuant to the ______________________ [APPLICABLE ARBITRATION ACT OF YOUR STATE], by a panel of three (3) arbitrators, one to be appointed by each disputing Party within ___________ [AMOUNT IN WORDS] (___ [AMOUNT IN NUMERALS]) business days after the end of such ________ [AMOUNT IN WORDS]-day negotiation period, and a third to be appointed within ___________ [AMOUNT IN WORDS] (___ [AMOUNT IN NUMERALS]) business days thereafter by the two arbitrators appointed by the Parties. If one of the Parties fails to appoint its arbitrator within such ________ [AMOUNT IN WORDS]-day period, the arbitrator that has been appointed shall conduct the arbitration with no right for the other party to subsequently appoint its own arbitrator. 10.03 The award rendered by the arbitrator or arbitrators shall be final, binding, and not subject to appeal. The arbitrator or arbitrators shall be empowered to determine all questions of law and fact shall have all powers of the ______________________ [APPLICABLE ARBITRATION ACT OF YOUR STATE] and may grant interim injunctive relief. The prevailing party shall be entitled as part of the arbitration award to the reasonable costs and expenses (including legal fees and disbursements) of investigating, preparing, and pursuing such claim or defense, and the party enforcing an award shall be entitled to reasonable costs and expenses (including legal fees and disbursements) incurred in connection therewith. 11.00 NOTICES 11.01 Any notice, certificate, consent, determination, or other communication required by or permitted to be given or made under this Agreement shall be made in writing and shall be effectively given and made if (i) delivered personally, (ii) sent by prepaid courier service or mail, or (iii) sent prepaid by fax or other similar means of electronic communication, in each case to the following addresses: © 2011 by Docstoc®, Inc. If to Seller: ________________________ ________________________ Facsimile: (_____) _________ With a copy to: ________________________ (Attorney) ________________________ Attention: ________________ Facsimile: (____) __________ If to Purchaser: ________________________ ________________________ Attention: ________________ Facsimile: (___) ___________ With a copy to: ________________________ (Attorney) ________________________ Attention: ________________ Facsimile: (_____) _________ 11.02 Any such communication so given or made shall be deemed to have been given, made, and received on the day of delivery if delivered, or on the day of faxing or sending by other means of recorded electronic communication, provided that such day, in either event, is a business day and the communication is so delivered, faxed, or sent prior to 4:30 p.m. local time on such day. Otherwise, such communication shall be deemed to have been given, made, and received on the next following business day. Any such communication sent by mail shall be deemed to have been given, made, and received on the ___ business day following the mailing thereof; provided, however, that no such communication shall be mailed during any actual or apprehended disruption of postal services. Any such communication given or made in any other manner shall be deemed to have been given, made, and received only upon actual receipt. 11.03 Seller or Purchaser may from time to time change its address under this Article 11.01 by notice to the other Party given in the manner provided by this Article. 12.00 GENERAL PROVISIONS 12.01 Except as otherwise set out herein, Seller and Purchaser shall be responsible for their own legal and other expenses incurred in connection with the negotiation, preparation, execution, delivery, and performance of this Agreement. 12.04 This Agreement shall enure to the benefit of, and be binding upon, each of Seller and Purchaser, and their respective successors and permitted assigns. © 2011 by Docstoc®, Inc. 12.05 This Agreement (together with all other agreements or documents executed by the Seller and Purchaser as may be contemplated by this Agreement) constitutes the entire integrated agreement between Seller and Purchaser pertaining to the subject matter herein and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written including, without limitation, any confidentiality agreements that may have been entered into between Seller and Purchaser prior to the date hereof. 12.06 Any provision of this Agreement which, as it may relate to Seller or Purchaser, is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability and shall be severed from the balance of this Agreement, all without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. 12.07 This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument. Counterparts may be executed either in original or faxed form and the Parties adopt any signatures received by a receiving fax machine as original signatures of the Parties; provided, however, that any Party providing its signature in such manner shall promptly forward to the other Party an original of the signed copy of this Agreement so faxed. 12.08 This Agreement shall be governed by and construed in accordance with the laws of the State of ________________ and the laws of __________ [COUNTRY] applicable in that State and shall be treated, in all respects, as an installment contract. IN WITNESS WHEREOF, the parties hereto hereby execute this Agreement on the date first above written. SELLER Per: Name: Title: I have authority to bind the Company. PURCHASER Per: Name: Title: I have authority to bind the Company. © 2011 by Docstoc®, Inc. SCHEDULE “A” LIST OF EQUIPMENT © 2011 by Docstoc®, Inc.
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