A sale of goods is a present transfer of title to movable property for a price. This price may be a payment of money, an exchange of other property, or the performance of services. The parties to a sale are the person who owns the goods and the person to whom the title is transferred. The sale of goods is governed by Article 2 of the Uniform Commercial Code (UCC), a form of which has been adopted by every state. Goods, which are the subject matter of a sale, mean anything movable at the time it is identified as the subject of the transaction. Software is a general term for the various kinds of programs used to operate computers and related devices. (The term hardware describes the physical aspects of computers and related devices). Software can be thought of as the variable part of a computer and hardware the invariable part. Software is often divided into application software (programs that do work users are directly interested in) and system software (which includes operating systems and any program that supports application software).
Agreement for Sale of Equipment and Software for Equipment Agreement made on the (date), between (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, and (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 Customer. For and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the parties agree as follows: I. Sale of Equipment Customer agrees to purchase from Seller, and Seller agrees to sell to Customer, the equipment and software described in the Exhibit A attached hereto and made a part hereof and hereinafter called the Equipment. Reference in this Agreement to Equipment shall also be deemed to include the software (the Software) except where otherwise indicated. II. Price A. The price and time of payment for the Equipment (the Contract Price) is as follows: 1. $______________ shall be due on (date); and 2. $______________ shall be due upon receipt of shipment. B. The Contract Price includes all the items referred to in Exhibit A. Any amounts payable by Customer under this Agreement which remain unpaid after delivery shall be subject to a late charge equal to ______% per month from the due date until such amount is paid. Prices for Equipment specified in this Agreement are exclusive of all taxes (including City, State and Federal), as well as taxes on manufacture, sales, receipts, gross income, occupation, use and similar taxes. Customer agrees to pay such taxes directly or to reimburse Seller for all such taxes, whether imposed on Customer and required to be collected by Seller, or imposed on Equipment or on Customer in connection with this sale. Wherever applicable, such tax or taxes shall be invoiced separately. Customer agrees to pay all personal property taxes that may be levied against Equipment after the date of delivery. III. Delivery Seller shall deliver the Equipment to Customer between (number) days and (number) days following the Customer’s order. Delivery shall be made to Customer at (street address, city, state, zip code. All transportation, shipping and handling charges shall be paid by Seller. IV. Payment Terms Unless other terms of payment are agreed to in writing, payment of the Contract Price shall be made to (Name of Seller) at (street address, city, state, zip code. In the event that Customer refuses or otherwise declines to accept delivery of Equipment under this Agreement, Seller may, and without liability to Seller, store or arrange for storage of such declined Equipment at Customer's expense, and such Equipment shall be deemed to be delivered at the time it is either put into storage or turned over to the carrier for shipment, whichever occurs first. All prices are in U.S. dollars. V. Acceptance The criterion for acceptance of Equipment is the successful operation of the Equipment using Seller's standard test procedures and diagnostic test programs applicable to the Equipment involved. All acceptance tests will be conducted prior to delivery and will be run by the personnel of (Name of Seller). If Customer fails to witness such tests, performance of the tests will not be delayed. Acceptance will be deemed to have been made upon successful completion of the acceptance tests as evidenced by issuance of a test certificate. VI. Title and License Title and risk of loss to the Equipment shall pass to Customer at the time the Equipment is delivered to Customer. All Software is made available in accordance with the terms and conditions of this Agreement and the terms and conditions of Seller's End User Software License Agreement, which is attached to this Agreement as Exhibit B incorporated and made a part of this Agreement by reference. VII. Variations and Extras The Equipment to be provided by Seller is specified in this Agreement as accepted in writing by Seller. Should Seller agree to any variations from or extras beyond the requirements of the accepted order, which involve extra cost to Seller, or should Seller incur extra cost owing to delays caused by Customer's instructions, incorrect instructions, lack of instructions, or other matters within the responsibility of Customer, such extra costs may be charged by Seller and shall be paid for by Customer and the scheduled delivery or completion dates shall be appropriately extended. VIII. Specifications and Performance The Equipment supplied will be substantially in accordance with the specifications provided to Customer, subject to reasonable variations. Such reasonable variations shall not be made the basis of any claim against Seller or its suppliers. Seller shall not be responsible for performance figures given in any source other than the specifications. Seller reserves the right to supply Equipment in fulfillment of its obligations under this Agreement, the design or construction of which has been modified, provided that the general performance of the Equipment is not adversely affected. Unless otherwise stated, the Equipment will be packaged in accordance with normal air freight packing standards. IX. Operation of Equipment Customer shall be responsible for operation of the Equipment. Customer shall operate the Equipment in a reasonably competent manner and in compliance with the operations manual for the Equipment. Customer shall comply with all applicable rules, laws, and regulations in connection with operation of the Equipment. X. Infringement and Indemnity A. Seller will defend and indemnify Customer against a claim that the Equipment infringes a United States copyright or patent, provided that: 1. Customer notifies Seller in writing within (number) days of the claim; 2. Seller has sole control of the defense and all related settlement negotiations; and 3. Customer provides Seller with the assistance, information and authority necessary to perform Seller's obligations under this Section X. Reasonable out-of-pocket expenses incurred by Customer in providing such assistance will be reimbursed by Seller. B. Seller shall have no liability for any claim of infringement based on use of Equipment altered by Customer. In the event that the Equipment is held or is believed by Seller to infringe, Seller shall have the option, at its expense, to: 1. Modify the Equipment to be non-infringing; 2. Obtain for Customer a license to continue using the Equipment; or 3. Refund the fees paid for the Equipment. C. This Section X states Seller's entire liability and Customer's exclusive remedy for infringement, misappropriation or related claims. XI. Warranty and Disclaimer A. The warranty being given to Customer by Seller holds that the Equipment sold by the Seller will be free from defects in workmanship and materials and will conform to applicable specifications for a period of (number) months from the date of shipment or (number) hours of the operation of the Equipment, whichever comes first (the Warranty Period), provided Customer gives written notice to Seller of any defect within the Warranty Period or within (number) days after the end of the Warranty Period. The Warranty on the Equipment is prorated (that is, for example, if the Equipment became defective after (number) months, the Customer would pay to Seller ______% of the price of a replacement of the Equipment. Credit toward refurbishment or replacement will be given to Customer, at Seller's option, and will be prorated from the date of original shipment or for the Warranty Period, as specified. This Warranty is valid only if the Equipment is operated with non-defective electronic and control equipment supplied by and in accordance with written instructions by Seller. B. As a first resort, field service engineering (FSE) personnel or subcontractors will provide on-site warranty service, maintenance and parts replacement as to the defective Equipment at Customer's location. In the event that FSE or the subcontractors cannot perform the necessary diagnostics, maintenance or repair at Customer's facilities, Customer will be required to return for repair such defective Equipment to Seller's repair facility at (street address, city, state, zip code), at no cost within (number) days after notice. Seller will be responsible for any transportation, insurance and all other charges to and from Seller's designated repair facility and will promptly reimburse Customer any shipping and handling charges incurred by Seller or its representatives. As long as Seller is so notified of any such defect in workmanship or materials within the Warranty period, Seller will correct the defect by making any necessary repairs or, at its option, by providing replacements for such defective Equipment, parts, or components of the same (Parts). It is recommended for efficiency and timeliness that replacement be made by FSE or subcontractors from a stock of Parts separately purchased by Seller. Defective Parts, if replaced, will become the property of Seller. All other charges, including but not limited to FSE travel, on-site labor, removal and reinstallation fees, shall be assumed by Seller during the Warranty period. C. Customer will pay Seller the cost of all charges, to include but not limited to a reasonable charge for examination and rework, if the returned Equipment proves not to be defective or if at Customer's request Seller pe
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