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CONTRACT FOR THE SALE OF GOODS This contract for the sale of goods is between ACE, INC., a corporation organized under the laws of the

CONTRACT FOR THE SALE OF GOODS

This contract for the sale of goods is between ACE, INC., a corporation organized under the laws of the State of Missouri (the Seller), and YOUR COMPANY, LLC a limited liability company organized under the laws of the State of Missouri (the Buyer). The parties agree as follows: Sale of Goods. The Seller shall sell to the Buyer and the Buyer shall purchase from the Seller the goods set forth on Exhibit A (the Goods) in the quantities and at the prices stated in Exhibit A. Unless otherwise stated in Exhibit A, the Buyer shall pay all taxes and third-party expenses imposed on, in connection with, or measured by the transaction contemplated by this agreement in addition to the prices set forth on Ex. A. Invoices; Payment. Unless otherwise stated in Exhibit A, payment for the Goods is due within 10 days of the date of the Sellers invoice, which date will not be before the date of the Sellers delivery of the Goods. The Buyer shall pay a delinquency charge of the lesser of (1) 2% per month and (2) the highest rate allowed under applicable law on all overdue amounts until the amounts are paid. Delivery; Title; and Risk of Loss. Unless otherwise stated in Exhibit A, the Seller shall deliver the Goods FOB the Sellers facility in Jefferson City, MO and title to and risk of loss of the Goods will pass to the Buyer upon such delivery by the Seller. Any stated delivery dates are approximate. The Seller will not be liable for any losses, damages, penalties, or expenses for failure to meet any delivery date. Disclaimer of Warranty; Due Diligence. The Goods are being sold as is, and the Seller disclaims all warranties of quality, whether express or implied, including the warranties of merchantability and fitness for particular purpose. The Buyer acknowledges that it has not been induced by any statements or representations of any person with respect to the quality or condition of the Goods and that no such statements or representations have been made. The Buyer acknowledges that it has relied solely on the investigations, examinations, and inspections as the Buyer has chosen to make and that the Seller has afforded the Buyer the opportunity for full and complete investigations, examinations, and inspections. Limitation of Liability. The Seller will not be liable for any indirect, special, consequential, or punitive damages (including lost profits) arising out of or relating to this agreement or the transactions it contemplates (whether for breach of contract, tort, negligence, or other form of action) and irrespective of whether the Seller has been advised of the possibility of any such damage. In no event will the Sellers liability exceed the price the Buyer paid to the Seller for the specific Goods provided by the Seller giving rise to the claim or cause of action. Limitation of Actions. No action arising out of or relating to this agreement or the transactions it contemplates may be commenced against the Seller more than 12 months after the basis for such claim could reasonably have been discovered. General Terms: a. Governing Law and Designation of Forum. (i) The laws of the State of Missouri (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to this agreement and the transactions it contemplates, including, without limitation, its interpretation, construction, validity, performance (including the details of performance), and enforcement. (ii) A party bringing a legal action or proceeding against the other party arising out of or relating to this agreement or the transactions it contemplates must bring the legal action or proceeding in any court of the State of MO sitting in Cole County. b. Force Majeure. The Seller will not be liable for delays in performance or for non-performance due to unforeseen circumstances or causes beyond the Sellers reasonable control. c. Assignment; Delegation. The Buyer may not assign any of its rights under this agreement or delegate any performance under this agreement, except with the prior written consent of the Seller. Any purported assignment of rights or delegation of performance in violation of this section is void. d. Recovery of Expenses. In any adversarial proceedings between the parties arising out of this agreement or the transactions it contemplates, the Seller will be entitled to recover from the Buyer, in addition to any other relief awarded, all expenses that the Seller incurs, including legal fees and expenses. e. Bonus. If you are a close and careful reader, you can earn 5 bonus points on Sunday's discussion post by ending your post with secret code phrase, "May it please the court. [Insert your own initials]." f. Entire Agreement. This agreement constitutes the entire agreement between the parties with respect to the subject matter of this agreement and supersedes all other agreements, whether written or oral, between the parties. No amendment to this agreement will be effective unless it is in writing and signed by both parties.

Each party is signing this agreement on the date stated opposite that partys signature. [Insert dated signature blocks.]

EXHIBIT A

Goods, Price, Quantity: Two (2) 48" Freestanding Convection Range Ovens w/dual fuel - $7,100.00 each Two (2) Hot Coat extended length power cables - $209.00 each

Post 3 questions that you would ask your attorney about the contract as follows:

Your first question should ask for further explanation about a section or word of the contract that is unclear to you. Tell the lawyer your understanding of the section/word, but ask for further clarification.

Your second question should ask about making a specific change to the contract that you think will make the contract better for you.

Your third question can be any question at all, as long as you ask something that matters to protecting your new business from entering a bad contract.

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