Purchase Agreement


Sale of Goods

  1. The Seller will sell, transfer, and deliver to the Buyer the following goods on or before (the "Goods"):
    • spanking bench

Purchase Price

  1. The Buyer will accept the Goods and pay for the Goods with the sum of $800.000 USD (the "Purchase Price), paid as follows:
    • non-refundable deposit of $200.00 on October 31, 2022; and
    • the remainder of the Purchase Price by e-transfer as required in clause 5 of this Agreement.
  2. The Seller and Buyer both acknowledge the sufficiency of this consideration. In addition to the Purchase Price specified in this Agreement, the amount of any present or future use, excise, or similar tax applicable to the sale of the Goods will be paid by the Buyer, or alternatively, the Buyer will provide the Seller with a tax exemption certificate acceptable to the applicable taxing authorities.
  3. The Purchase Price in inclusive of sales tax, and is payable by the Buyer unless the Buyer provides the Seller with a tax exemption certificate acceptable to the applicable taxing authorities, in which case the amount of sales tax will be subtracted from the Purchase Price payable by the Buyer.

Payment

  1. Except as otherwise provided in this Agreement, the deposit is not refunded to the Buyer if this transaction is not completed. The Buyer will make payments for the Goods at the time when, and at the place where, the Goods are received by the Buyer or, in the alternative, where any document of title or registrable bill of sale, bearing any necessary endorsement, is tendered to the Buyer.

Delivery of Goods

  1. The Goods will be delivered to unkown. The Seller agrees to furnish the facilities and at its cost to load the Goods on trucks furnished by the Buyer. The method of shipment will be within the discretion of the Buyer. However, the Seller will only be responsible for the lesser of truck or rail freight to the Buyer.

Risk of Loss

  1. The risk of loss from any casualty to the Goods, regardless of the cause, will be on the Seller until the Goods have been received by the Buyer. The Buyer will provide, at its expense, insurance on the Goods insuring the Seller's and the Buyer's interest as they appear, until payment in full to the Seller.

Warranties

  1. The Seller makes no warranty as to the title of the Goods and the Buyer assumes all risks of nonownership of the Goods by the Seller.
  2. The Seller warrants that the Goods will be fit for the purpose for which such goods are ordinarily intended.
  3. The Seller makes no warranty, and no warranty will be deemed to exist, that the Buyer holds the Goods free of the claim of any third person that may arise from patent or trademark infringement.
  4. EXCEPT FOR THE ABOVE WARRANTIES, NO OTHER WARRANTY (WHETHER EXPRESSED, IMPLIED, OR STATUTORY) IS MADE BY THE SELLER REGARDING THE GOODS. The Seller's above disclaimer of warranties does not, in any way, affect the terms of any applicable warranties from the manufacture of the Goods.
  5. The Buyer has been given the opportunity to inspect the Goods or to have it inspected and the Buyer has accepted the Goods in its existing condition.

Excuse for Delay or Failure to Perform

  1. The Seller will not be liable in any way for any delay, non-delivery or default in shipment due to labor disputes, transportation shortage, delays in receipt of material, priorities, fires, accidents, and other causes beyond the control of the Seller or its suppliers. If the Seller, in its sole judgement, will be prevented directly or indirectly; on account of any cause beyond its control, from delivering the Goods at the time specified or within one month after the date of this Agreement, then the Seller will have the right to terminate this Agreement by notice in writing to the Buyer, which notice will be accompanied by full refund of all sums paid by the Buyer pursuant to this Agreement.

Remedies

  1. The Buyer's exclusive remedy and the Seller's limited liability for any and all losses or damages resulting from defective gods or from any other cause will be fore the Purchase Price of the particular delivery with respect to which losses or damages are claimed, plus any transportation charges actually paid by the Buyer.

Cancellation

  1. The Seller reserves the right to cancel this Agreement:
    • if the Buyer fails to pay for any shipment when due;
    • in the event of the Buyer's insolvency or bankruptcy; or
    • if the Seller deems that its prospect of payment is impaired

Notices

  1. Any notices to be given or documents to be delivered to either the Seller or Buyer pursuant to this Agreement will be sufficient if delivered personally or sent by prepaid registered mail to the address specified below. Any written notice or delivery of documents will have been given, made, and received on the day of delivery if delivered personally; or on the third (3rd) consecutive business day next following the date of mailing if sent by prepaid registered mail:

SELLER

of

BUYER

of

General Provisions

  1. Headings are inserted for convenience only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
  2. All representations and warranties of the Seller contained in this Agreement will survive the closing of this Agreement.
  3. The Buyer may not assign its right or delegate its performance under this Agreement without the prior written consent of the Seller, and any attempteed assignment or delegation without such consent will be voice. As assignment would change the duty imposed by this Agreement, would increase the burden or risk involved and would impair the chance of obtaining performance or payment.
  4. This Agreement cannot be modified in any way except in writing signed by all the parties to this Agreement.
  5. This Agreement will be governed by and construed in accordance with the lads of the State of Georgia, including the Georgia Uniform Commercial Code and the Seller and the Buyer hereby attorn to the jurisdiction of the Courts of the State of Georgia.
  6. Except where otherwise started in this Agreement, all terms employed in this Agreement will have the same definitions as set forth in the Uniform Commercial Code in effect in the State of Georgia on the date of execution of this Agreement.
  7. If any clause of this Agreement is held unconscionable by any court of competent jurisdiction, arbitration panel, or other official finder of face, the clause will be deleted from this Agreement and the balance of this Agreement will remain in full force and effect.
  8. The Agreement will inure to the benefit of the be binding upon the Seller and the Buyer and their respective successors and assigns.
  9. This Agreement may be executed in counterparts. Facsimile signatures are binding and considered to be original signatures.
  10. Time is of the essence in this Agreement.
  11. This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise. The Byer acknowledges that it has not relied upon any representations of the Seller as to prospective performance of the Goods, but has relied upon its own inspections and investigation of the subject matter.

IN WHITNESS WHEREOF the parties have executed this Purchase Agreement on this day of ,  

 

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Document name: Purchase Agreement
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October 14, 2022 6:36 pm EDTPurchase Agreement Uploaded by Chris C - Savannahsunderground@gmail.com IP 73.21.44.41
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