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Contract For Purchase Of Goods
THIS AGREEMENT, made and entered into this ___ day of _________, 20 __, by and between ___________________, the Seller, and ___________________, the Buyer:
1. The seller hereby undertakes to transfer and deliver to the buyer on or before __________, 20 __, the following described goods:
2. The buyer hereby undertakes to accept the goods and pay for them in accordance with the terms of the contract.
3. It is agreed that identification shall not be deemed to have been made until both the buyer and the seller have agreed that the goods in question are to be appropriated to the performance of the contract with the buyer.
4. The buyer shall make payment for the goods at the time when and at the place where the goods are received by him.
5. Goods shall be deemed received by the buyer when received by him at _________________.
6. The risk of loss from any casualty to the goods regardless of the cause thereof shall be on the seller until the goods have been accepted by the buyer.
7. The seller warrants that the goods are now free and at the time of delivery shall be free from any security interest or other lien or encumbrance.
8. The seller further warrants that at the time of signing this contract he neither knows nor has reason to know of the existence of any outstanding title or claim of title hostile to his rights in the goods.
9. The buyer shall have the right to examine the goods on arrival, and within business days after such delivery he must give notice to the seller of any claim for damages on account of the condition, quality, or grade of the property, and must specify the basis of his claim in detail. The failure of the buyer to comply with these rules shall constitute irrevocable acceptance of the goods.
10. Executed in duplicate, one copy of which was delivered to and retained by the buyer, the day and year first above written.
11. Amendments of this agreement shall be by mutual consent of the parties only in writing.
12. Arbitration. Any disputes pertaining to the the said contractual arrangement being affairs that cannot be settled amicably shall be submitted to an arbitrator under the Rules of the American Arbitration Association or like organization in the City of [city], whose award may be reduced to judgment in any court of competent jurisdiction.
13. 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.
14. 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.
15. No Representations. 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.
16. 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.
17. Advice Of Legal Counsel. Each individual party to this Agreement represents and warrants to each other party that such party has read and fully understands the terms and provisions hereof, has had an opportunity to review this Agreement with legal counsel, and has executed this Agreement based upon such party's own judgment and advice of independent legal counsel.
18. 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.
19. 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.
20. 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.
21. Applicable Law. This Agreement shall be governed by the laws of the State of [State].
IN WITNESS WHEREOF, the parties have executed this agreement the day and year as first above written at ______________________.
*** If Required By State Law ***
This Section for Notary:
State of _________
County of ________ [COUNTY]
On [DATE] before me, [NAME OF NOTARY], notary, personally appeared [NAME OF PERSON(S) INVOLVED], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
My commission expires: _____