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Conditional Sale Agreement

AGREEMENT made this ________ day of ________, 20 __, by and between ________ [Name], a registered company with offices at ________ [Address], hereinafter referred to as "Seller", and ________, [Name] of ________ [Address], hereinafter referred to as "Buyer".

Agreement is as follows:

01. Buyer agrees to purchase from Seller certain merchandise listed on attached exhibit marked "A".

02. Buyer agrees to purchase said merchandise at the following price:

[Wholesale $----- per unit]

[Delivery cost $----- per unit]

03. Seller offers Buyer an optional Bulk purchase price for the merchandise at $----- per unit and based on a bulk purchase of ______ [Quantity]

06. Seller agrees to take back any unsold items within a period of _____ [Days/Months] at a set price per item of $----- less shipping charges.

07. The merchandise shall be secured with a deposit of $----- [Dollars] prior to delivery.

08. Merchandise purchased and paid for by check will require clearance of funds prior to packaging and delivery to Buyer's address.

09. Arbitration. Any disputes pertaining to 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.

10. Amendment. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.

11. 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.

12. 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.

13. 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.

14. 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 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.

15. 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.

16. 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.

17. 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.

18. Applicable Law. This Agreement shall be governed by the laws of the State of ____________.

Executed on the day and date first above written, at City of _______ [City] in the State of ________ [State].

[Signature]

[Seller]

[Signature]

[Buyer]

[Signature]

[Witness]