Sales Agreement
This Sales Agreement ("Agreement") is entered into as of December 11, 2069 by and between [YOUR COMPANY NAME], a company organized and existing under the laws of the United States, with its principal place of business located at [YOUR COMPANY ADDRESS] ("Seller"), and Duofort, with its principal place of business located at Portland, OR 97201 ("Buyer").
I. DEFINITIONS
1.1 Goods: The term "Goods" refers to the products or items listed in Schedule A attached hereto and made a part of this Agreement.
1.2 Purchase Price: The term "Purchase Price" refers to the total monetary amount that Buyer agrees to pay Seller for the Goods as specified in Section III.
1.3 Delivery Date: The term "Delivery Date" refers to the date upon which the Goods are to be delivered to Buyer, as specified in Section IV.
II. SALE AND PURCHASE
2.1 Agreement to Sell and Purchase: Seller agrees to sell, and Buyer agrees to purchase, the Goods described in Schedule A, subject to the terms and conditions set forth in this Agreement.
III. PURCHASE PRICE AND PAYMENT TERMS
3.1 Purchase Price: The total Purchase Price for the Goods is $500,000.
3.2 Payment Terms: Payment shall be made as follows:
Deposit: Buyer shall pay a deposit of $100,000 upon execution of this Agreement.
Balance: The remaining balance of $400,000 shall be paid on or before the Delivery Date.
3.3 Payment Method: Payments shall be made via wire transfer.
3.4 Late Payments: Any payment not made by its due date shall accrue interest at a rate of 1.5% per month until paid in full.
IV. DELIVERY
4.1 Delivery Location: The Goods shall be delivered to Portland, OR 97201.
4.2 Delivery Date: Seller shall deliver the Goods on or before January 15, 2070.
4.3 Risk of Loss: Risk of loss or damage to the Goods shall transfer to Buyer upon delivery to the Delivery Location.
4.4 Inspection and Acceptance: Buyer shall inspect the Goods within 5 days of delivery and notify Seller in writing of any non-conformance. Failure to provide such notice shall constitute acceptance of the Goods.
V. REPRESENTATIONS AND WARRANTIES
5.1 Seller Warranties: Seller represents and warrants that:
The Goods are free from any liens or encumbrances.
The Goods conform to the specifications outlined in Schedule A.
The Goods are free from material defects in workmanship and materials.
5.2 Buyer Warranties: Buyer represents and warrants that:
VI. TERMINATION
6.1 Termination by Mutual Consent: This Agreement may be terminated by mutual written consent of both parties.
6.2 Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party breaches any material term or condition of this Agreement and fails to cure such breach within 10 days after receiving written notice of the breach.
VII. INDEMNIFICATION
7.1 Indemnification by Seller: Seller agrees to indemnify and hold Buyer harmless from any claims, damages, or liabilities arising out of Seller's breach of this Agreement or any defect in the Goods.
7.2 Indemnification by Buyer: Buyer agrees to indemnify and hold Seller harmless from any claims, damages, or liabilities arising out of Buyer's breach of this Agreement or misuse of the Goods.
VIII. CONFIDENTIALITY
8.1 Confidential Information: Each party agrees to keep confidential any proprietary or confidential information disclosed by the other party in connection with this Agreement and to use such information solely for the purposes of fulfilling its obligations hereunder.
IX. GOVERNING LAW AND DISPUTE RESOLUTION
9.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of California.
9.2 Dispute Resolution: Any dispute arising out of or in connection with this Agreement shall be resolved through:
Negotiation: The parties shall first attempt to resolve the dispute through good-faith negotiation.
Mediation: If negotiation fails, the parties shall proceed to mediation.
Arbitration/Litigation: If mediation fails, the dispute shall be resolved by binding arbitration in the courts of California.
X. MISCELLANEOUS
10.1 Entire Agreement: This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, representations, and understandings.
10.2 Amendments: This Agreement may only be amended by a written document signed by both parties.
10.3 Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.
10.4 Notices: All notices under this Agreement shall be sent to the addresses specified above and deemed delivered when received by the intended recipient.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
SELLER:
[YOUR NAME], [YOUR COMPANY NAME]
Director of Sales
Date: December 11, 2069
BUYER:
Floyd Cremin, Duofort
Procurement Manager
Date: December 11, 2069
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