Installment Sale Agreement

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									An Installment Sale Agreement is between a vendor and a purchaser whereby the
purchaser buys goods for certain consideration, and that consideration is paid to the
vendor in installments or a series of payments. The purchaser will take possession of
the goods purchased but does not receive title to the goods until the total consideration
owing to the vendor is paid. This document in its draft form contains standard clauses
commonly used in these types of agreements. Additional language may be added
allowing for customization to ensure that the needs of the parties are addressed. Use
this agreement when purchasing or selling goods on an installment basis.
                   INSTALLMENT SALE AGREEMENT

       THIS INSTALLMENT SALE AGREEMENT (the “Agreement”), made this ___ day
of ____________, 2_____ [Instruction: Insert agreement date.] (the “Effective Date”), by and
between ________________ [Instruction: Insert Vendor name.] (the “Vendor”) and
_______________ [Instruction: Insert Purchaser name.] (the “Purchaser”).

       WHEREAS the Vendor is desirous to sell to the Purchaser and the Purchaser is desirous
to purchase from the Vendor the goods which are listed on SCHEDULE “A”annexed hereto
pursuant to the terms and conditions contained herein.

       NOW THEREFORE in consideration of the promises and mutual agreements herein
contained and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the Vendor and the Purchaser hereto, the Vendor and the Purchaser
hereby agree with one another as follows:

1. PAYMENT OF GOODS

          A. The Vendor shall sell and the Purchaser shall purchase the goods (the “Goods”)
             listed on SCHEDULE “A” annexed hereto.

          B. The Vendor and the Purchaser hereby agree that the consideration to be paid by
             the Purchaser to the Vendor for the Goods shall be the amount of _____________
             ($_______) [Instruction: Insert dollar amount to be paid.] Dollars plus interest
             at a rate of ___ (__%) percent [Instruction and Comment: If any, insert written
             amount of interest, followed by numerical amount in parentheses. The
             maximum interest permitted to be charged on any loan is regulated by
             individual state usury laws. Parties should research the maximum amount
             permitted by law in their state. Further, in the event no interest is being
             charged, the parties should consult with an attorney and/or tax professional
             licensed in their state to determine what, if any, tax implications could arise
             as a result of same.] (the “Consideration”), which shall be paid by the Purchaser
             in installments as set forth below.

          C. The Purchaser shall pay the Consideration in installments to the Vendor at the
             Vendor’s place of business located at _____ [Instruction: Insert payment office
             address.], or at such other address as the Vendor in writing may direct.

          D. The Purchaser and the Vendor hereby agree that any and all unpaid amounts due
             and owing to the Vendor shall remain in full force and effect and that the
             Vendor’s security interest in the Goods sold to the Purchaser shall remain
             perfected until or unless the Consideration is paid in full.

          E. The Purchaser hereby agrees that it shall make any and all installments due to the
             Vendor, or to such other party as Vendor shall direct until the Consideration is
             paid in full.
            F. The Purchaser shall pay the Consideration to the Vendor for the Goods purchased
               payable in installments as follows:

                 a.      in equal weekly/monthly [Instruction: choose appropriate.] installments
                         of __________ ($______) Dollars, payable on or before the ______ day of
                         each and every week/month, save and except the last instalment which
                         shall be due on the ____ day of ___________, 2_____; [Instruction:
                         insert agreement terms.]; and

                 b.      the first installment due by the Purchaser to the Vendor shall be payable
                         on the ____ day of __________, 2_____[Instruction: insert appropriate
                         date.].

                 c.      All payments shall be made not later than 2:00 p.m. local time on the
                         Payment Date or due date to the Vendor at its address set out herein and
                         all payments made after that time on the Payment Date or due date shall be
                         deemed for the purposes of interest and fee calculations only to have been
                         received by the Vendor on the next succeeding Business Day.

                 d.      In the event that any payment hereunder, including any payment of the
                         Consideration, interest, fees or other amounts due hereunder would be due
                         on a day that is not a Business Day, such payment shall be made on the
                         first Business Day thereafter. For purposes of this paragraph, any such
                         payment made on the first Business Day thereafter shall not be considered
                         late.

                 e.      Any or all of the Consideration may be prepaid in full or in part without
                         premium           or         penalty       at          any          time.

                 f.      If payments are not received by the date due, a late charge of ________
                         ($_____) [Instruction: Insert written dollar amount of late charge to
                         be charged followed by numerical amount in parentheses.] United
                         States Dollars in addition to the payment of Consideration will
                         immediately become due and payable. In the event that any payment is
                         returned for insufficient funds ("NSF") or if the Purchaser stops payment,
                         the Purchaser will pay $__ [Instruction and Comment: Insert numerical
                         dollar amount to be charged in event of returned check; Amount
                         should be reasonable and the Vendor may want to have such dollar
                         amount be reasonably related to the amount to be charged by the
                         Vendor’ bank for such checks.] to the Vendor for each such check, plus
                         late fees as described herein until the Vendor has received payment in full.
                         Further, the Vendor may require in writing that the Purchaser pay
                         Consideration in cash for 3 months, and that all future Consideration
                         payments shall be remitted by the Purchaser to the Vendor by money order




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                         or                          cashier's                            check.

2.      REPRESENTATIONS AND WARRANTIES

            A. The Vendor hereby represents and warrants to the Purchaser that no
               representation or warranties have been made by the Vendor in respect of the
               Goods, save and except as otherwise provided herein, and no warranty, express or
               implied, by the Vendor shall arise out of the execution of this Agreement. The
               Vendor hereby represents and warrants to the Purchaser that the Vendor is the
               owner of the Goods and has all the rights and permissions to transfer such Goods.

            B. The Purchaser hereby represents and warrants to the Vendor that any property of
               the Purchaser offered to the Vendor in payment of the Consideration of the Goods
               is the sole property of the Purchaser and is free and clear from any lien, claim,
               encumbrances or security interests.

3.      COSTS

            A. The Vendor and the Purchaser hereby agree that the Purchaser shall be
               responsible and liable for all costs associated with the preparation and execution
               of this Agreement and all costs and expenses with respect to the Vendor
               perfecting any security interest in the Goods to secure payment of the
               Consideration.

4.      SECURITY

            A. The Purchaser and the Vendor hereby agree that the Vendor will retain a security
               interest in the Goods purchased by the Purchaser until such time that the
               Consideration due and owing to the Vendor has been paid in full.

            B. The Purchaser hereby further agrees that in the event the Purchaser sells or
               otherwise disposes of the Goods to which the Vendor has a security interest in,
               such sale or disposal by the Purchaser shall be deemed a direct breach of the
               terms and conditions of this Agreement, and any and all such monies received by
               the Purchaser for any such sale or disposal shall be immediately paid to the
               Vendor as payment or partial payment of the Consideration. Purchaser shall
               remain liable for any or all of such Consideration as remains to be paid following
               any such sale or disposal.

5.      INSURANCE

            A. The Vendor and the Purchaser hereby agree that the Purchaser shall obtain
               adequate insurance to insure the Goods purchase in an amount or amounts
               satisfactory to the Vendor. In the event the Purchaser fails to obtain such
               adequate insurance, the Vendor may do so, at the Purchaser’s sole expense,
               without waiver of any other remedy, and the Purchaser shall assign to the Vendor



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                 all of the Purchaser’s right to receive any proceeds of such insurance which shall
                 not exceed the unpaid balance of the Consideration due and owing to the Vendor.
                 The Vendor may upon default under this Agreement, or default in the payment or
                 performance of any obligation secured by this Agreement, cancel any insurance
                 on the Goods after repossession of them, or on that portion of the Goods
                 repossessed if less than all.

6.      CONDITION OF GOODS

            A. The Purchaser hereby agrees that it shall keep the Goods in good condition, free
               and clear of any liens, claims or encumbrances, and shall pay any and all taxes
               due from Purchaser upon the Goods immediately when they become due.

            B. The Purchaser will not at any time or times use the Goods for any illegal or
               unlawful purpose or dispose of the Goods, encumber the Goods in any way or
               remove the Goods from the premises to which the Goods were delivered, without
               the prior written consent of the Vendor. Purchaser shall be held liable for any
               such disposal as set forth more fully hereunder.

7.      DEFAULT

            A. Any of the following events shall be deemed to be a default under this
               Agreement:

                 (i)     the failure of the Purchaser to perform any of its obligations under this
                         Agreement; or
                 (ii)    any untrue or incorrect representation or warranty made by the Purchaser
                         under this Agreement; or
                 (iii)   the bankruptcy or insolvency of the Purchaser; or
                 (iv)    Purchaser’s failure to perform any of its obligations under this Agreement.

            B. In the event of a default under this Agreement pursuant to Section 7.01, the
               Vendor shall have the right to any one or more or all of the following:

                 (i)     obtain a judgment from a court of relevant jurisdiction for the amount of
                         the installments not paid to the Vendor plus interest at the rate of ______
                         (__%) [Instruction and Comment: Insert written amount of interest,
                         followed by numerical amount in parentheses. The maximum interest
                         permitted to be charged on any loan is regulated by individual state
                         usury laws. Parties should research the maximum amount permitted
                         by law in their state. Further, in the event no interest is being
                         charged, the parties should consult with an attorney and/or tax
                         professional licensed in their state to determine what, if any, tax
                         implications could arise as a result of same.] percent, together with
                         reasonable attorney’s fees;




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                 (ii) enter the Purchaser’s premises and take back possession of the Goods
                      purchased by the Purchaser; or
               (iii) take immediate possession of the Goods, without legal process, and to sell
                      or otherwise dispose of the Goods in any manner as the Vendor sees fit.
[Comment: Vendor should review applicable state statutory provisions to ensure all above
are legally permissible. Any that are not permitted should be removed.]
           C. All of the Vendor’s rights under this Agreement are cumulative and no waiver of
               any default shall affect any later default.

8.               GENERAL PROVISIONS

        A.       Any maintenance or repair required for the Goods purchased by the Purchaser
                 shall be performed and done at the Purchaser’s sole cost and expense.

        B.       Any loss or damage to the Goods shall not at any time or times release the
                 Purchaser of its obligations under this Agreement.

        C.       Each provision of this Agreement is intended to be severable. If any provision
                 hereof is illegal or invalid, such illegality or invalidity shall not affect the validity
                 of the remainder hereof.

        D.       Neither the Vendor nor the Purchaser may assign any or all of its rights and
                 obligations provided for or referred to in this Agreement without the prior written
                 approval of the other party.

        E.       This Agreement shall be binding upon and inure to the benefit of the parties and
                 their respective heirs, administrators, executors, successors and permitted assigns.
                 Nothing herein, express or implied, is intended to confer upon any person or
                 persons, other than the parties and their respective heirs, administrators,
                 executors, successors and permitted assigns, any rights, remedies, obligations or
                 liabilities under or by reason of this Agreement. However, any reference to the
                 Vendor shall include those parties, if any, to whom Vendor, from time to time
                 shall direct payments to be made.

        F.       This Agreement and the schedules referred to herein constitute the entire
                 agreement between the Vendor and the Purchaser and supersede all prior
                 agreements, representations, warranties, statements, promises, information,
                 arrangements and understandings, whether oral or written, express or implied,
                 with respect to the subject matter hereof. The Vendor and the Purchaser further
                 acknowledge and agree that, in entering into this Agreement, they have not in any
                 way relied, and will not in any way rely upon any oral or written agreements,
                 representations, warranties, statements, promises, information, arrangements or
                 understandings, express or implied, not specifically set forth in this Agreement or
                 in such schedules, documents or instruments.




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        G.       This Agreement shall be governed by and interpreted according to the laws of the
                 Province/State of _____________________________.[Instruction: Insert state.]



             IN WITNESS WHEREOF, the Vendor and the Purchaser have executed this
Agreement as of the day and year first written above.

[Instruction: Vendor and Purchaser company name should be inserted below and parties
should sign where indicated.]
                                             (VENDOR)
                                             By:


                                                     Name:
                                                     Title:
                                                     I have authority to bind the Company.


                                                     (PURCHASER)
                                                     By:


                                                     Name:
                                                     Title:
                                                     I have authority to bind the Company.




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                                      SCHEDULE “A”

                                   LIST OF GOODS PURCHASED




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