Samples of Agreements
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Whereas, Buyer wishes to purchase from Seller, and Seller wishes to sell to Buyer, such products, solely upon the terms and conditions contained in this Sales Contract, and on no other terms, unless mutually agreed.
Now, Therefore, in consideration of the foregoing premises, and of the mutual promises and covenants herein contained, the parties, intending to be legally bound, do hereby agree as follows:. This sales contract assumes provides the terms under which your clients can place orders for your products.
Streamline contract creation trading contracts sample the PandaDoc Contracts. Any oral understandings are expressly excluded. Seller shall not be deemed to have waived the terms and conditions contained herein if it fails to object to provisions appearing on, incorporated by reference in, or attached to any Buyer order form, and those provisions are hereby expressly rejected.
No contrary or additional terms or conditions contained in any Buyer order form shall apply unless agreed to in writing and signed by an authorized representative of Seller. Additionally, Seller reserves the right to reject any Order submitted to it by Buyer. Transportation trading contracts sample shall be prepaid and Buyer shall reimburse Seller upon receipt of an invoice for such charges. The Buyer shall inspect and accept, or reject products delivered pursuant to the Order immediately trading contracts sample Buyer takes custody of such products.
In the event the products do not comply with the applicable Seller drawings or specifications, the Buyer shall notify the Seller of such nonconformance and give the Seller a reasonable opportunity to correct any such nonconformance.
The timeframes in the above paragraph can certainly be modified to suit your needs. Seller at all times reserves the right, and is entitled in its sole discretion, to make changes, additions or improvements to the products being delivered under an Order without liability or any obligation to incorporate such changes, additions or improvements into any item or product manufactured, sold or delivered prior to incorporation of the trading contracts sample, addition or improvement.
Prices and payments will trading contracts sample in United States dollars, and payment shall be made in United States currency. Invoice terms are net 30 days unless otherwise specified.
Prices quoted are trading contracts sample to be accurate; however, Trading contracts sample reserves the right to correct any inadvertent errors in these prices trading contracts sample to acceptance of the Order. Seller reserves the right to modify or withdraw credit terms at any time without trading contracts sample and to require guarantees, security or payment in advance of the amount of credit involved. In the event payments are not made in a timely manner, Seller may, in addition to all other remedies provided at law, either: All amounts that Buyer owes Seller under an Order shall be due and payable according to the terms of trading contracts sample Order.
Buyer is prohibited from and shall not set off such amounts or any portion thereof, whether or not liquidated, against sums which Buyer asserts are due it, from its parent affiliates, subsidiaries or other divisions or units under other transactions with Seller, its parents, affiliates, subsidiaries or other divisions or units.
Normal wear and tear and the need for regular overhaul and periodic maintenance shall not constitute a Nonconformance. Seller warrants that at time of delivery to Buyer, its Products will comply with applicable Seller drawings and will be free from defects in workmanship and material. These warranties shall run to the Buyer, its successors, and assigns.
Buyer must notify Seller in writing of the Nonconformance trading contracts sample any Product within the warranty period and return the Product to Seller within thirty 30 days after such discovery. Seller agrees to assume round trip transportation costs for a nonconforming Product in an amount not to exceed normal shipping charges to the nearest facility designated herein for warranty repair of products delivered under an Order.
The risk of loss or damage to all Products in transit shall be borne by the party initiating the transportation of such Products. The above language provides a fairly detailed return procedure. Feel free to customize this section to suit your needs. Seller shall not be liable under this warranty if the Product has been exposed or subjected to:.
Any alteration, modification or repair by anyone other than Seller or those specifically authorized by Seller; or. Any accident, contamination, foreign object damage, abuse, neglect or negligence after delivery to Buyer; or. Any trading contracts sample precipitated by failure of a Seller supplied Product not under warranty or by any Product not supplied by Seller. Without the above language, certain implied warranties under law trading contracts sample be essentially inserted into the arrangement.
These warranties typically go far beyond what would typically be warranted by a Seller. The Seller shall trading contracts sample excused from delays in delivery and performance of other contractual obligations under this Order caused by acts or omissions that are beyond the reasonable control and without the fault or negligence of Seller including but not limited to Government embargoes, blockades, seizure or freeze of assets, delays or refusals to grant an export license or the suspension or revocation thereof, or any other acts of any Government, fires, floods, severe weather conditions, or any other acts of God, quarantines, labor strikes or lockouts, riots, strife, insurrection, civil disobedience, war, material shortages or delays in deliveries to Seller by third parties.
If the excusable delay circumstances extend for six months, either party may, at its option, terminate this Order without penalty or liability and without being deemed in default or in breach thereof. Except as otherwise specifically agreed in writing by Buyer and Seller, any dispute relating to an Order placed by a Buyer incorporated in the United States which is not resolved by the parties shall be adjudicated by any court of competent jurisdiction.
For Orders placed by a Buyer incorporated outside the United States, the parties shall resort to binding arbitration under mutually agreed procedures. Feel free to change the State of governing law to a specific State in lieu of the above language. Unless otherwise trading contracts sample, Buyer shall be responsible for compliance with the export control laws and regulations of the U. Government, and when required by such laws and regulations shall obtain validated export and re-export licenses required for goods, services and technical data delivered under this Order.
Seller shall not be liable to Buyer for any failure to provide goods, services or technical data as a result of any following U. In no event shall Seller be liable for special, incidental or consequential damages. Except as herein expressly provided to the contrary, the provisions of this Order are for the benefit of the parties to the Order and not for the trading contracts sample of any other person.
No responsibility is assumed for actual or alleged infringement of any foreign patent. In no event shall Seller be liable for consequential damages or costs applicable thereto. In the event of any claim that a product furnished hereunder infringes any United States patent, Seller may at its option and expense a procure for Buyer trading contracts sample right to continue using the product, or b replace or modify the product so that it becomes non-infringing, or c grant Buyer a credit for such product, less a reasonable depreciation for use, damage, and obsolescence upon its return to Seller.
Buyer agrees to pay all costs and expenses incurred by Seller in its defense and the amount of any judgment against Seller, in any suit or proceeding against Seller based upon a claim of infringement, resulting solely from the Buyer combining any product furnished hereunder with any item not manufactured or furnished by Seller or from the sale or use trading contracts sample any such combination trading contracts sample Buyer.
The above is in lieu of any other indemnity or warranty, express or implied by Seller, with respect to intellectual property patents, trade secret, mask works, trademarks, copyrights, or the like. In the event that any software or software documentation is provided to Buyer by Seller in any form whatsoever under an Order and no software license agreement governing this sale has been signed between Buyer and Seller, Buyer agrees to accept the terms and conditions stated below effective the date of the first delivery hereunder:.
Subject to the terms and conditions herein, the Seller grants to Buyer a nonexclusive, nontransferable license to use the software or software documentation provided herein: Making copies of software or documentation except for one copy for archive purposes is prohibited unless specifically authorized by Seller in writing.
Should such copying be authorized, Buyer will reproduce and include all Seller proprietary and copyright notices and other legends in the same manner that Seller provides such notices and legends, both in and on trading contracts sample copy of licensed software and documentation and in any form. The software license and rights granted by Seller to Buyer hereunder are personal to Buyer. Buyer will, however, notify Seller in writing of the transfer of the licensed software and documentation.
Buyer agrees trading contracts sample utilize all licensed software and documentation only as authorized herein. Buyer may not either itself or with trading contracts sample assistance of others, make modifications to the licensed software and documentation, including, but not limited to, translating, decompiling, disassembling or reverse assembling, reverse engineering, creating derivative or merged works, or performing any other operation on licensed software and documentation to recover any other operation on licensed software and documentation to recover any portion of the program trading contracts sample, object code or source trading contracts sample or any information contained therein.
Buyer agrees to accept and retain licensed software and documentation in confidence. This software license is effective as of the date of first delivery hereunder and shall continue until terminated by Buyer for any reason whatsoever upon thirty 30 days trading contracts sample written notice to Seller, provided Buyer ceases using and either returns or destroys Seller software and documentation; or by Seller, if Buyer does not comply with any of the terms and conditions of this software license and Buyer fails to remedy such failure within thirty 30 days after having received notice from Seller of such failure.
Buyer shall provide reasonable aid to Seller in accomplishing such adjustments and refinements. Such reasonable adjustments or refinements shall commence on the date of delivery and be provided by Seller to Buyer for a period not to exceed ninety 90 days unless otherwise provided for in writing. Buyer agrees that it will not use the license software and documentation in the performance of a contract, or subcontract, with any Government in a manner so as to affect Seller rights to licensed software and documentation.
If Buyer desires to use the trading contracts sample software or documentation in the performance of a contract or subcontract with a Government, prior to such use, Buyer shall consult with Seller as to the procedures and use of restrictive markings required to protect the ownership interest of Seller. Buyer acknowledges that it will be responsible for compliance as necessary with such laws, regulations and administrative acts. Seller agrees to use reasonable efforts to secure any licenses or permits as may now or hereafter be required by the U.
Government in connection with the performance of Seller obligations under this Trading contracts sample, but this will not be deemed to require any performance on the part of Seller which cannot lawfully be done pursuant to the laws, regulations and acts referred to above. Unless otherwise agreed in writing, all material, software, data processes, equipment, facilities and special tooling, which term includes but is not limited to jigs, dies, fixtures, molds, patterns, special taps, special gages, special test equipment, other special equipment and manufacturing aids and replacements thereof, used in the manufacture of products covered by an Order shall be and remain the property of Trading contracts sample.
Seller retains all rights, title and interest in drawings, engineering instructions, specifications, and all other written data, if any, furnished with the products.
The prices quoted herein do not include sums necessary trading contracts sample cover any taxes or duties including but not limited to Federal, State, Municipal excise, sales or use taxes or import duties upon the production, sales, distribution, or delivery of goods or furnishing of services hereunder.
Any taxes or duties that are due and owing hereunder shall be paid by the Buyer. Accordingly, Trading contracts sample reserves the right to revise its price after the execution trading contracts sample this Order between the parties to include any and all taxes or duties that may become due hereunder and Seller may invoice Buyer for said additional amount.
This clause shall survive the acceptance and complete performance of this Order by the parties herein. Neither party shall assign this Order or any portion trading contracts sample without the advance, written consent of the other party, which consent shall not be unreasonably withheld. The non-assigning party shall not have any obligation to an assignee of the assigning party unless such consent is obtained. Failure by Seller to assert all or any of its rights upon any breach of this Order shall not be deemed a waiver of such rights either with respect to such breach or trading contracts sample subsequent breach, nor shall any waiver be implied from the acceptance of any payment or service.
No waiver of any right shall extend to or affect any other right Seller may possess, nor shall such waiver extend to any subsequent similar or dissimilar breach. If any provision of these Conditions of Sale is determined to be illegal, invalid, or unenforceable, for any reason, then such provision shall be deemed stricken for purpose of the dispute in question, and all other provisions shall remain in full force and effect.
In Witness Whereof, this Agreement is duly executed by the duly authorized representatives of the parties as set forth below:. Seller shall not be liable under this warranty if the Product has been exposed or subjected to: If software is not provided, this section can be deleted. In the event that any software or software documentation is provided to Buyer by Seller in any form whatsoever under an Order and no software license agreement governing this sale has been signed between Buyer and Seller, Buyer agrees to accept the terms and conditions stated below effective the date of the first delivery hereunder: In Witness Whereof, this Agreement is duly executed by the duly authorized representatives of the parties as set forth below: