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Contract for the Sale of Goods
(Manufactured To Buyer's Specifications)
01. Introduction. Contract made [date] between [name], with offices at [address] (Seller), and [name], with offices at [address] (Buyer).
02. 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 Contract [omitted].
03. 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].
04. 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.
05. 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.
06. 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.
07. Payment of Purchase Price. The purchase price of the goods shall be paid as follows:
a. Deposit. Simultaneously with the execution of this Contract, 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.
08. 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.
09. 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 Contract or that include a promise not contained in this Contract.
10. Waiver Of Contractual Right. The failure of either party to enforce any provision of this Contract 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 Contract.
11. 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.
12. Interpretation. This Contract 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 Contract. The headings, captions, and titles in this legal Contract are merely for reference and do not define, limit, extend, or describe the scope of this Contract or any provision herein. Unless the context requires otherwise, (a) the gender (or lack of gender) of all words used in this Contract includes the masculine, feminine, and neuter, and (b) the word including means including without limitation.
13. Invalid Provisions. If any provision of this Contract is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. This Contract will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Contract, and the remaining provisions of this Contract 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 Contract. Furthermore, in lieu of each such illegal, invalid, or unenforceable provision, there will be added automatically, as a part of this Contract, a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid and enforceable.
14. Further Assurances. In connection with this Contract and the transactions contemplated hereby, each party to this Contract 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 Contract and the transactions contemplated hereby.
15. Assignment of Rights or Delegation of Performance. Neither party may assign its rights or delegate its performance under this Contract without first obtaining the other's written consent.