VIEWS: 161 PAGES: 3 CATEGORY: Business and Corporate Agreements POSTED ON: 3/30/2011
An express warranty is a statement by the seller relating to the goods, which statement is part of the basis of the bargain. This means that the buyer has purchased the goods on the reasonable assumption that they were as stated by the seller. Thus, a statement by the seller with respect to the quality, capacity, or other characteristic of the goods is an express warranty. An implied warranty is one that was not made by the seller but is implied by law. In certain instances, the law implies or reads a warranty into a sale, although the seller did not make it. That is, the implied warranty arises automatically from the fact that a sale has been made. Implied warranties can be disclaimed by the expression “as is,” or “with all faults,” or some other similar phrase. A state statute may make such a disclaimer unenforceable. A merchantability disclaimer must mention merchantability. The disclaimer must be conspicuous if the agreement is in writing. To disclaim an implied warranty of fitness for a particular purpose, a disclaimer must be written and be conspicuous.
Short Form Agreement for Sale of Equipment Offering No Warranty This Agreement (this Agreement) is 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. Whereas, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, certain equipment (the Equipment) on the terms and conditions set forth in this Agreement; Now, therefore, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the parties agree as follows: 1. Description of Equipment The description of the Equipment to be sold and purchased under this Agreement is set forth in Exhibit A attached hereto and made a part of this Agreement by reference. 2. Purchase of Equipment Upon the terms of this Agreement, Seller shall sell, assign, transfer, convey, and deliver to Buyer all right, title, and interest in and to the Equipment and Buyer shall purchase all right, title, and interest in and to such Equipment. 3. Purchase Price The total purchase price for all Equipment shall be $______________. The purchase price for each individual piece of Equipment shall be as specified in Exhibit A. 4. Payment The payment terms are set forth in Exhibit B attached hereto and made a part of this Agreement by reference. 5. Taxes Buyer shall be solely responsible for any and all taxes applicable to the purchase of the Equipment. 6. No Warranty The Equipment is sold as is. There is no warranty for any defect or defects in the Equipment. As of the date of delivery, repairs and modifications to the Equipment will become the sole responsibility of Buyer. 7. No Right of Return As of the date of delivery, the sale of the Equipment is final and there is no right of return or right of refund. 8. Limitation of Liability Except as otherwise expressly stated in this Agreement and subject to mandatory limitations under applicable law, in no event shall any Party to this Agreement be liable to any other Party or any third party for any indirect, consequential, incidental, punitive, or special damages whatsoever, without regard to cause or theory of liability (including, but not limited to, damages incurred by such other Party or such third party for loss of business profits or revenue, business interruption, loss of business information, or other pecuniary loss) arising out of this Agreement. 9. Force Majeure Notwithstanding anything to the contrary in this Agreement or the Attachment to this Agreement, no Party shall be considered in default of performance under this Agreement to the extent that performance is delayed or prevented by reasons beyond the reasonable control of such Party, including but not limited to fire, flood, hurricanes, earthquake, or similar natural disasters, riot, war, terrorism, radical changes in government import/export regulations, labor strikes, or civil strife. 10. Severability The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this
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