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Contract For Sale Of Used Equipment
1. Introduction. Agreement made [date] between [name] (Seller/Commission Agent), with principal offices at [address] (Seller/Commission Agent), and [name], with principal offices at [address] (Buyer), for the sale and delivery of a used equipment.
2. Description of equipment. Seller/Commission Agent will sell and deliver to Buyer equipment described as follows:
[manufacturer, model, year, serial number].
3. Purchase Price. The purchase price is ---------- dollars ($----------), payable in full upon delivery of the equipment, by certified check drawn upon a local bank.
4. Seller/Commission Agent's Representations and Warranties. Seller/Commission Agent makes the following representations and warranties, which shall survive the closing of the sale:
a. Seller Is [Sole Owner] [Commission Agent]. Seller is the [sole owner] or [commission agent] of the equipment and has full right and power to sell and transfer it.
b. No caveats, Liens or Encumbrances. The equipment is free from any security interest or other liens or encumbrance.
c. Suits, Judgments, Etc. No judgments exist against Seller/Commission Agent nor are there any executions, attachments, or replevins outstanding against Seller/Commission Agent. Seller/Commission Agent is not a defendant or respondent in any action or proceeding. No petition in bankruptcy or for an arrangement of creditors has been filed by or against Seller/Commission Agent nor has Seller/Commission Agent taken advantage of any insolvency laws.
d. Condition of the equipment. Seller/Commission Agent specifically disclaims any warranties as to the physical and mechanical condition of the equipment. Buyer acknowledges inspecting the equipment and is purchasing it "as is." Seller/Commission Agent will maintain the equipment in its present condition, reasonable wear and tear excepted, until it is delivered to Buyer. Seller/Commission Agent has owned the equipment since [date].
5. Delivery of the equipment. The equipment will be delivered to Buyer at [address], on [date]. At the time of delivery, Seller/Commission Agent will execute all forms needed to transfer ownership of the equipment in conformity with the applicable requirements of the appropriate State government department.
6. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
7. Waiver Of Contractual Right. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
8. No Representation. Neither party has made any representations nor promises, other than those contained in this agreement or in some further writing signed by the party making the representation or promise.
9. Interpretation. This Agreement will in all events be construed as a whole, according to its fair meaning, and not strictly for or against a party merely because that party (or the party's legal counsel) drafted the Agreement. The headings, captions, and titles in this legal Agreement are merely for reference and do not define, limit, extend, or describe the scope of this Agreement or any provision herein. Unless the context requires otherwise, (a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine, and neuter, and (b) the word including means including without limitation.
10. Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. This Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of each such illegal, invalid, or unenforceable provision, there will be added automatically, as a part of this Agreement, a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid and enforceable.
11. Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each party to this Agreement will execute and deliver any additional documents and perform any additional acts that may be necessary or appropriate to effectuate and perform its obligations under this Agreement and the transactions contemplated hereby.
12. Entire Agreement. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.