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Salvage Agreement

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Salvage Agreement document sample

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									                     RELEASE, INDEMNITY AND SALVAGE AGREEMENT
AUCTION NAME: Tuesday, September 30, 2008, Winfield, KS, Newell Rubbermaid Plant Equipment Surplus
and Salvage Auction
AUCTION ITEMS: See PURCHASER’S attached invoice.
          WHEREAS, Rubbermaid Inc. (“SELLER”) has agreed to sell the above-referenced auction items
(“Equipment”) to the undersigned (“PURCHASER”), on a basis whereby the Equipment comes with NO WARRANTY,
and the PURCHASER is accepting ALL RISKS relating to the ownership and use of the Equipment following the sale
and agreeing that certain Equipment is purchased for salvage purposes only and not for refurbishment,
recommissioning or redeployment for its designed use. IT IS HEREBY agreed by PURCHASER as follows:
          1. PURCHASER acknowledges that it has had an adequate opportunity to inspect the Equipment prior to the
purchase thereof, and is fully satisfied with the condition of the Equipment and its suitability for the purpose for
which PURCHASER intends to use it.
          2. PURCHASER purchases and accepts the Equipment in its “AS IS, WHERE IS” condition and “WITH ALL
FAULTS.”
          3. PURCHASER further understands and agrees that NEITHER SELLER NOR PURPLE WAVE, INC. MAKES
ANY REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO THE EQUIPMENT WHETHER
STATUTORY, COMMON LAW, WRITTEN, ORAL, EXPRESS OR IMPLIED (INCLUDING ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE).                              PURCHASER agrees that any oral
statements or representations or any written descriptions and specifications made or delivered by SELLER, Purple
Wave, Inc. or their employees or agents, with regard to said Equipment do not constitute warranties and have not
been relied on by PURCHASER and are not to be construed as a part of this Agreement. Specifically, without
limiting the generality of the foregoing, neither SELLER nor Purple Wave, Inc. makes any representations or
warranties concerning (1) the condition, safety or fitness of the Equipment for any particular purpose, or (2) the
cleanliness of the Equipment including the absence of any contamination on or within said Equipment, or (3) that
the Equipment will protect against any environmental, safety, or health injury or incident in the future.
          4. PURCHASER assumes the risk for and agrees to release, protect, indemnify, defend and hold harmless
SELLER, Purple Wave, Inc., their successors and assigns, from and against any and all Claims (defined to include
loss, liability, cost, expenses, damages, claims, suits and judgments including, without limitation, foreseeable and
unforeseeable consequential damages, reasonable attorneys’ and consultants’ fees) arising from or related in any
way to the Equipment, including, without limitation PURCHASER’S purchase, ownership, use, operation,
maintenance, storage, movement, handling or re-sale of the Equipment, even if such Claims are caused by the
negligence or other fault of SELLER or Purple Wave, Inc., and regardless of whether the incident(s) forming the
basis for such Claims involve (a) personal injury (including death at any time resulting there from), (b) a defect in
the Equipment, (c) loss of or damage to the Equipment and/or other property, (d) contamination or pollution on,
under, or adjacent to any property, (e) fines or penalties whether civil or criminal in nature, and/or (e) other kinds
of events not specifically listed above.
          5. PURCHASER expressly disclaims, relinquishes, and waives any and all express and implied rights it might
have under this contract, under any federal, state, or local laws, and/or under common law, to seek or obtain
contribution or indemnification from SELLER or Purple Wave, Inc. on grounds that negligence or other fault of
SELLER or Purple Wave, Inc. somehow contributed to any liabilities that may be imposed upon PURCHASER as a
result or by reason of (a) any condition of the Equipment when purchased, or (b) PURCHASER’S purchase,
ownership, use, operation, maintenance, storage, movement, handling or resale of the Equipment. This waiver
expressly includes, without limitation, any express or implied rights that PURCHASER might have to seek
contribution or indemnification under the Federal Comprehensive Environmental Response, Compensation, and
Liability Act (CERCLA) or any other federal or state laws pertaining to the investigation, clean up or remediation of
any hazardous conditions or releases of any hazardous substances.
          6.       PURCHASER expressly agrees PURCHASER will not refurbish, recommission or redeploy any molds,
blow molds, injection molds, scrap steel, scrap aluminum, foam nests, aluminum plates, or steel plates included in
the Equipment for their original intended use or allow such use by a subsequent owner or lessee. Rather,
PURCHASER expressly represents and warrants that PURCHASER is acquiring said auction items solely for salvage
and not for direct use in production or manufacturing. PURCHASER agrees SELLER may seek specific performance
of this paragraph through injunctive relief in any proper court.
          7.       The interpretation and construction of this Agreement, and all matters relating to this Agreement,
will be governed by the laws of the State of North Carolina applicable to contracts made and to be performed
entirely within the State of North Carolina without giving effect to any conflict of law provisions thereof. Each of the
parties agrees that any legal action or proceeding with respect to this Agreement may be brought in the
state/commonwealth or federal court located in Mecklenburg County, North Carolina and each party to this
Agreement irrevocably submits itself in respect of its property, generally and unconditionally, to the exclusive
jurisdiction of the aforesaid courts in any legal action or proceeding arising out of this Agreement. Each of the
parties to this Agreement irrevocably waives any objection which it may now or hereafter have to the laying of
venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement brought in
the courts referred to in the preceding sentence.
          8.     This Agreement may be executed by facsimile or other “electronic signature” (as defined in the
Electronic Signatures in Global and National Commerce Act of 2000).

        WITNESS my hand this ______ day of _____________________, 20______.

        PURCHASER

        Signed _____________________________ Print Name __________________________

        Company Name ______________________ Title _______________________________

								
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