Sale of Equipment by pellcity27


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									                                   Sale of Equipment

        Sales 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, 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, state, zip
code), referred to herein as Seller.
1.      Contract Formation
        Seller hereby offers to enter into a contract with Buyer solely upon the terms and
conditions stated in this Agreement. Any additional or different terms and conditions
proposed by Buyer prior to the execution of this Agreement are expressly rejected. Any
additional or different terms and conditions proposed by Buyer after the date of this
Agreement shall be of no force and effect unless expressly agreed to in writing by
Seller. Buyer accepts Seller’s offer and shall be bound by the terms and conditions of
this Agreement upon the earlier of: (a) the date on which Buyer executes and returns
the acknowledgment copy; or (b) when Buyer commences performance. No other form
of acceptance shall be binding on Seller.

2.      Description and Price of Equipment
        Seller agrees to sell and Buyer agrees to buy the equipment described in this
Paragraph. Seller is the owner of the following equipment: (describe equipment),
hereinafter called the Equipment. Said Equipment has a serial number of (indicate
serial number). The total purchase price of the Equipment, excluding taxes, fees, and
other applicable charges, is $____________. Hereinafter called the Purchase Price.
Buyer shall pay all transfer and sales taxes, fees, and all other applicable charges
required by federal, state, and local rules and regulations.

3.      Terms and Method of Payment
        Payment shall be made by certified check presented on the date of sale. If in
Seller's judgment Buyer's financial condition does not justify the terms of payment
specified in this Paragraph, Seller may cancel this Agreement.

4.     Title and Delivery
       A.     Unless otherwise set forth on the face of this Agreement, the Equipment
       shall be delivered F.O.B. Seller's plant, and title and liability for loss or damage
       shall pass to Buyer upon Seller's tender of delivery of the goods to carrier for
       shipment to Buyer. Any loss or damage after such tender of delivery shall not
       relieve Buyer from any obligations under this Agreement. Buyer shall bear all
       insurance and transportation expenses, including but not limited to any
       associated taxes, duties and other expenses incurred and documentation,
       licenses, or clearances required at port to entry and destination. Buyer shall pay
       $________________ as a deposit for one shipping frame provided by Seller
       upon Buyer's request. The shipping frame shall be returned within (number) days
       from the date of the Equipment delivery. The shipping frame deposit return terms
       shall be net (number) days from the date of the shipping frame delivery to the
     Seller's plant. Buyer shall pay all expenses related to usage and return of the
     shipping frame.

     B.    Seller shall indemnify Buyer up to the full amount of the Purchase Price
     from and against any claim successfully brought by any third party under the
     Uniform Commercial Code of the State of (Name of State) to avoid the transfer of
     the Equipment.

5.   Disclaimer of Warranties and Indemnities
     A.      The Equipment described in Paragraph 2 shall be sold in its AS IS, and
     WHERE IS condition. Seller makes no warranty, express or implied, including but
     not limited to any express or implied warranty of merchantability or fitness for a
     particular purpose, as to the equipment sold to Buyer under this Agreement, and
     does not indemnify Buyer against infringement of any patent, trademark, or
     copyright. Seller's disclaimer of warranties as set forth in this Paragraph shall not
     be diminished or affected by, and no obligation or liability shall arise or grow out
     of, Seller's rendering of technical advice or service in connection with Equipment
     furnished under this Agreement.

     B.     Seller is a corporation duly organized, validly existing and in good
     standing under the laws of (Name of State) and has full power and authority to
     own, lease, and operate its properties and to carry on its business as it is now
     being conducted and to sell the goods described in this Agreement.

     C.      Seller has all necessary power and authority and has taken all action
     necessary to enter into this Agreement to consummate the transaction
     contemplated by this Agreement and to perform its obligations under this
     Agreement. This Agreement has been duly executed and delivered by Seller and
     is a valid and binding obligation of Seller, enforceable against Seller in
     accordance its respective terms subject to the effect of applicable bankruptcy,
     insolvency, reorganization and other similar laws relating to or affecting the rights
     of creditors generally and limitations imposed by equitable principles, whether
     considered in a proceeding at law or in equity, and at the discretion of the court
     for which any proceeding therefore may be brought.

     D.      To the best of Seller's knowledge there are no legal actions, suits,
     investigations or proceedings at law or in equity or before or by any
     governmental authority or instrumentality or before any arbitrator of any kind,
     pending, or, to Seller's knowledge, threatened, against Seller which, if
     determined adversely against Seller, would have a material adverse effect on
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