Words: 719
In addition to the purchase price specified in this Agreement, the amount of any present or future sales, use, excise or similar tax applicable to the sale of the Goods will be paid by the Purchaser, or alternatively, the Purchaser will provide the Seller with a tax exemption certificate acceptable to the applicable taxing authorities. 4. Payment for the Goods will be made to the Seller when the Purchaser is notified that the Goods have been delivered to his place of business by the Seller. Delivery of Goods 5.
The Goods will be deemed received by the Purchaser when delivered to the Purchaser at 456 First SST. , Secondarily, Michigan. The method of shipment will be within the discretion of the Purchaser and Purchaser has agreed to pay for the shipping cost. Risk of Loss 6. Risk of loss will be on the Seller until the goods are delivered to the Purchaser. The Purchaser will provide at its expense insurance on the Goods insuring the Seller’s and the Purchaser’s interest as they appear, until payment in full to the Seller. Inspection 7. Inspection will be made by the Purchaser at the time and place of delivery.
Claims 8. The Purchaser’s failure to give notice of any claim within 10 days from the date of delivery will constitute an unqualified acceptance of the Goods and a waiver by the Purchaser of all claims with respect to the Goods. Remedies . The Purchaser’s exclusive remedy and the Seller’s limit of liability for any and all losses or damages resulting from defective goods or from any other cause will be for the purchase price of the particular delivery with respect to which losses or damages are claimed, plus any transportation charges actually paid by the Purchaser.
Notices 10. Any notice to be given or document to be delivered to either the Seller or Purchaser pursuant to this Agreement will be sufficient if delivered personally or sent by prepaid registered mail to the address specified below. Any written twice 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: 123 Main SST. Podunk, Iowa 30000 PURCHASER: 456 First SST. , Secondarily, Michigan 40000 Arbitration 11. All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the state of Michigan. An award of arbitration may be confirmed in a court of competent jurisdiction. 12. The Substantive law of the arbitration shall be the law of Michigan. General Provisions 13. Headings are inserted for the 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. 14. This Agreement cannot be modified in any way except in writing signed by all the parties to this Agreement. 15. This Agreement will be governed by and construed in accordance with the laws of the State of Michigan, including the Uniform Commercial Code and the Seller and the Purchaser hereby attorney to the jurisdiction of the Courts of the State of Michigan. 6.
Except where otherwise stated in this Agreement, all terms employed in this Agreement will have the same definition as set forth in the Uniform Commercial Code in effect in the State of Michigan on the date of execution of this Agreement. 17. If any clause of this Agreement is held unconscionable by any court of competent jurisdiction, arbitration panel or other official finder of fact, the clause will be deleted from this Agreement and the balance of this Agreement will remain in full force and effect. 18. This Agreement will inure to the benefit of and be binding upon the
Seller and the Purchaser and their respective successors and assigns. 19. Time is of the essence in this Agreement. 20. This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise. The Purchaser 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 inspection and investigation of the subject matter.