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Goods Manufactured to Buyer's Specifications

(Contract for the Sale of Goods

1. Introduction. Agreement made [date] between [name], with offices at [address] (Seller), and [name], with offices at [address] (Buyer).

2. Sale. Seller will sell to Buyer [number and items] to be manufactured in accordance with Buyer's specifications, which are attached to and made a part of this Agreement [omitted].

3. Delivery. Seller will deliver the units as they are manufactured, the last unit to be delivered no later than [date] at Buyer's plant located at [address].

4. Installation of Goods. Seller will install the goods in Buyer's plant at [address]. The installation will be done in a workmanlike manner and in compliance with applicable laws and regulations. Installation will begin on or about the delivery date of the first unit and will continue until all units have been installed. Seller estimates that installation of all units will be completed by [date], but Seller will not be liable for delays caused by unforeseeable circumstances. Seller will obtain on Buyer's behalf any documents, permits, or approvals required by law or regulation for the installation.

5. Buyer Liable for Infringement. Buyer will indemnify Seller for any loss resulting from the infringement of a patent, trademark, copyright, or any other right of a third party, because of Seller's compliance with the specifications furnished by Buyer. Buyer, upon Seller's written demand, will defend any action brought against Seller for infringement at Buyer's sole cost and expense.

6. Purchase Price. The purchase price of the goods, exclusive of installation, is ---------- dollars ($----------) for each unit delivered to Buyer. The charge for installation is ---------- dollars ($----------) for each unit installed.

7. Payment of Purchase Price. The purchase price of the goods shall be paid as follows:

a. Deposit. Simultaneously with the execution of this Agreement, Buyer will deposit with Seller the sum of ---------- dollars ($----------) for each unit to be manufactured.

b. Balance on Delivery. The balance of the purchase price for each unit shall be paid upon the delivery to Buyer of that unit.

8. Payment of Installation Charge. The installation charge shall be payable as follows: ---------- percent (----------%) upon commencement of installation of each unit and ---------- percent (----------%) upon completion of installation of that unit. The balance shall be paid when all units have been installed.

9. Exclusion of Prior Statements or Representations. Neither party will be bound by any prior statements or representations that are inconsistent with the terms of this Agreement or that include a promise not contained in this Agreement.

10. Assignment of Rights or Delegation of Performance. Neither party may assign its rights or delegate its performance under this Agreement without first obtaining the other's written consent.

[signature]

Seller

[signature]

Buyer

*** If Required By State Law ***

This Section for Notary:

ACKNOWLEDGMENT

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.

Signature ________
Notary

My commission expires: _____

(Seal)