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This document is a Simple Sale and Purchase Agreement for Items. It is an agreement made between the seller and the buyer, where the buyer desires to purchase items from the seller, and the seller desires to sell the items to the buyer. The document begins with a brief introduction, stating the purpose and intention of the agreement. It then proceeds to define various terms used in the agreement, such as 'delivery address', 'delivery schedule', 'items', and 'price'. The agreement also includes provisions for the basis of purchase, specification of the items, price, payment, delivery, quality and representation, force majeure, risk and property, liability, termination, waiver, severance, no rights for third parties, dispute resolution, and counterparts.
In the basis of purchase section, it is stated that the buyer agrees to buy and the seller agrees to sell the items at the specified price, subject to the terms and conditions set forth in the agreement. The buyer is not allowed to cancel any accepted order without the written agreement of the seller, and in case of cancellation, the buyer must indemnify the seller for any loss incurred.
The specification section outlines the quantity, quality, and description of the items, which should be as specified in the annexure. The seller is responsible for complying with all applicable regulations and legal requirements regarding the manufacture, packaging, and delivery of the items. If the items are to be manufactured according to the buyer's specification, the buyer must indemnify the seller against any claim for infringement of intellectual property rights.
The price section states that the price of the items shall be exclusive of any applicable taxes and inclusive of charges for packaging, shipping, and delivery. The buyer is responsible for paying all taxes due as part of the transaction.
The payment section specifies the terms of payment, which can be either according to a schedule or upon delivery of the items. If any sums remain unpaid by the buyer after the due date, the seller is entitled to appropriate any payment made by the buyer, charge interest on the unpaid amount, and terminate the agreement or suspend further deliveries.
The delivery section states that the seller agrees to deliver the items to the delivery address according to the delivery schedule. The seller is not liable for any delay in delivery, and the buyer must carefully examine the items upon delivery and notify the seller of any short delivery or defects within three working days. The seller may deliver up to 10 percent more or less than the ordered quantity, and each delivery of items shall constitute a separate contract.
The quality and representation section states that the buyer has examined the items and is purchasing them in 'as is' condition. The buyer must use the items for a legitimate purpose and must not make any claims regarding the items other than those described in approved product literature or approved in writing by the seller. The buyer is responsible for conducting any necessary research on the hazards involved in using the items and for warning any party of such risks.
The force majeure section states that the seller shall not be liable for any delay or failure to perform its obligations under the agreement if the delay or failure is due to any cause beyond the seller's reasonable control.
The risk and property section states that the risk of damage or loss of the items shall pass to the buyer upon delivery, but the legal title to the items shall not pass to the buyer until full payment has been received by the seller.
The liability section limits the seller's liability for any loss or damage arising out of or in connection with the supply of the items, except in cases of death or personal injury caused by the seller's negligence.
The termination section states that the seller has the right to terminate the agreement or withhold or vary its obligations if certain events occur, such as the buyer's failure to observe its obligations, refusal to take delivery, insolvency, or cessation of business. Upon termination, the buyer must pay for all items supplied by the seller prior to termination, and the seller is granted a license to enter the buyer's premises to recover its property.
The waiver section states that no waiver by the seller of any breach of the agreement by the buyer shall be considered as a waiver of any subsequent breach.
The severance section states that if any provision of the agreement is held to be invalid or unenforceable, the validity of the other provisions shall not be affected.
The document also includes provisions regarding no rights for third parties, dispute resolution, and counterparts.
Overall, this Simple Sale and Purchase Agreement for Items covers various important aspects of a sale and purchase transaction, including the basis of purchase, specification, price, payment, delivery, quality, liability, termination, and dispute resolution.
To use this Simple Sale and Purchase Agreement for Items, follow these steps:
1. Review the entire agreement to understand its purpose and terms.
2. Fill in the necessary information, such as the names and addresses of the seller and buyer, as well as the delivery address.
3. Specify the items to be purchased, including their quantity, quality, and description. If applicable, provide specifications in the annexure.
4. Determine the price of the items, taking into account any applicable taxes and charges for packaging, shipping, and delivery.
5. Decide on the payment terms, whether it will be according to a schedule or upon delivery of the items.
6. Agree on the delivery schedule and address. Note that the seller is not liable for any delay in delivery.
7. Carefully examine the items upon delivery and notify the seller in writing of any short delivery or defects within three working days.
8. Understand that the buyer is responsible for using the items for a legitimate purpose and must not make any claims beyond what is described in approved product literature or approved by the seller.
9. Be aware of the seller's limitations of liability, except in cases of death or personal injury caused by the seller's negligence.
10. Familiarize yourself with the termination provisions and the seller's rights to terminate the agreement in certain circumstances.
11. If a dispute arises, try to resolve it amicably with the other party. If unable to do so, refer the dispute to the respective chairmen or chief executives of the parties.
12. Keep in mind that this agreement may be executed in multiple counterparts, with each counterpart constituting an original document.
By following these steps, you can effectively use this Simple Sale and Purchase Agreement for Items in your business transactions.