Make an Analysis of the Purchase Agreement

Province of Ontario
PURCHASE AGREEMENT

This Purchase Agreement (this "Agreement") is entered into as of the 13th day of March 2023, (the "Effective Date") by and between Adler Dreamworks Inc located at 1001 Fanshawe College Blvd, London ON ("Buyer") and Lofty Couro located at125 Bradley Ave, London ON ("Seller"). Each Seller and Buyer may be referred to in this Agreement individually as a "Party" and collectively as the "Parties."

WHEREAS, Seller owns certain items of Property, as defined below, and Seller desires to sell such Property under the terms and conditions set forth in this Agreement; and

WHEREAS, Buyer desires to purchase the Property offered for sale by Seller under the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the mutual promises and for other good and valuable consideration exchanged by the Parties as set forth in this Agreement, the Parties, intending to be legally bound, hereby mutually agreed as follows:

1. Sale of Property. Seller agrees to sell, transfer and assign, and Buyer agrees to purchase, the personal property described below and, in the documents, attached as Exhibit A (the "Property"):
   1. The condition precedent for the "buyer" will be that the goods are of the high quality that they expect will meet their expectations.
   2. The "buyer" agrees to purchase from the "seller", semi-aniline leather in the colour white (the "Leather") for the purpose of producing high-end leather sofas for Luxury Retail Store Inc. ("LRS Inc."). For further information please refer to Exhibit A

1. Purchase Price. Buyer will pay to Seller for the Property and for all obligations specified in this Agreement, if any, as the full and complete purchase price including any applicable sales tax, the sum of $240,000 (the "Purchase Price").
   1. All prices quoted in this contract are done so in the currency of Canadian dollars.
   2. The purchasing price includes all applicable taxes. It is payable by the buyer unless the buyer furnishes the seller with a tax exemption certificate from the relevant taxing authorities in which case the sale tax will be deducted from the price buyer is responsible for paying.
   3. In the relevant Order, prices for the Products and/or Services will be specified. Pricing hikes or charges that aren't specifically stated in the Purchase Order won't take effect unless the Buyer agrees to them in writing beforehand.
   4. Both Parties warrant that they have the necessary power and approval to enter into this Agreement.

1. Payment. Payment of the Purchase Price will be made by Buyer to Seller by cash, cheque, or bank transfer, according to the following schedule:
   1. Schedule
      1. $40,00 previously paid by Buyer as a downpayment.
      2. $80,000upon the execution of this Agreement.
      3. $120,000 upon the Buyer's acceptance of the Property.
         1. OR if there is mutual agreement, a single payment in full can be paid within 3 days of the execution of this contract for a 10% discount provided that the terms and conditions are made and agreed to.
   2. The seller will issue an invoice to the buyer. The invoice from the seller must meet all the descriptions from the buyer's purchase order including an itemized breakdown of the cost of the product.
   3. The seller will receive the last full payment upon buyer acceptance of the property however, any damage on the property will be evaluated first and will be subject to deduction from the price or rejection of the property in its entirety.
   4. Seller's invoice must be paid by the buyer within 30 days of issue.
   5. A late fee of 1.5% of the total cost will be implemented biweekly if, upon the performance of the contract, the payment in full has not been received. If the payment has not been made in full 3 months after the execution of this agreement, the seller has the right to retain the services of a credit collection agency to recoup the said funds, inclusive of the late fees.
   6. The buyer would be given a full refund if they choose to withdraw from the deal within the first 10 business days after the execution of the agreement. For any following withdrawal, the buyer would only receive a 65% refund as the rest will be taken by the seller in the name of damages and losses caused by the withdrawal from the contract.
   7. Clause 3 stands independently from Clause 6 which deals with the late delivery of the products.
2. Taxes. Buyer will be responsible for filing all required sales and use tax returns associated with the transfer of the Property. The buyer will also pay all required sales, and use taxes, and any other transfer costs and expenses that arise as a result of the transfer of the Property. Seller will pay all personal property taxes associated with ownership of the Property and accrued for the period ending on the Effective Date and Buyer will pay allsuch personal property taxes that accrue thereafter.
   1. Sales Tax. Buyer shall pay any sales tax, value-added tax, or similar tax imposed on the goods and services sold under this Agreement.
   2. Any excise taxes, customs duties, fees, or other similar charges imposed on the goods and/or services sold under this Agreement shall be the sole responsibility of the Buyer
   3. Any income taxes or other taxes imposed on any payments made under this Agreement shall be the responsibility of the Seller.

1. Delivery. Buyer will be entitled to take possession of the Property on the 30th day of November 2023. If delivery is to be made at a date after the Effective Date, it is Seller's duty to ensure the Property is delivered in the same condition as when last inspected by Buyer.
   1. When the buyer receives the goods at the delivery location, the title and the risk of loss or damage pass to the buyer. Buyer has no obligation to obtain insurance while Goods are in transit from the seller to the Delivery Point.
   2. The seller is responsible for the method of delivery by following their own standard and protocol and will be responsible if any damage occurs while it is not yet received by the buyer.
   3. With the exception of the Force Majeurecircumstances, the Buyers have the right to hold the Sellers accountable if they fail to deliver the goods on time as indicated in the Contract, only if the shipment was delayed for more than 3 days. However, the penalty should not exceed a total of 5% discount for late-delivered products. Beginning on the 4th day, the delayed delivery of the product penalty will increase by 0.5% discount per each day.

1. Inspection, Rejection, Acceptance.
   1. All Products shipping and Service delivery must comply with the Buyer's right of inspection. Buyer may accept or reject the goods or services ("Acceptance") following such examination. Any goods or services that do not meet the specifications or any of the terms of this agreement may be rejected by the buyer.
2. Warranties
   1. When the Products are delivered to the Buyer, the Supplier promises that they will be made in accordance with good manufacturing practices, relevant legislation, and the required Product Specifications.
      1. Apart from the product warranty explicitly provided and outlined in the above clause, there are no other warranties expressed or implied with respect to the property to be purchased.
      2. LRS Inc., represents and warrants that its leather is of merchantable quality, free from defects in product and craftsmanship, and is fit for the intended use. LRS Inc. further warrants that the leather will comply with all applicable laws, standards, and regulations in effect at the time of delivery. In the event that this warranty is violated, LRS Inc. shall uphold and keep Adler benign from any and all claims, losses, charges, and expenses, including applicable attorneys' fees. The parties agree to engage in good faith negotiations to settle any disagreements arising from any warranty breach. If the parties fail to reach an agreement within 30 days, either party may terminate the agreement.
         1. If these negotiations fail, please refer to the "10.1 Disputes Clause" to further address the issue.
   2. Warranties Remedies
      1. If a warranty-covered item is found to be "defective," the seller will provide the buyer with a credit for the item's purchase price. After the seller gets the merchandise, they have five days to handle all returns.
3. Seller's Representations. Seller represents and warrants that he/she has good and marketable title to the Property and full authority to sell the Property. Seller also represents that the Property is sold free and clear of all liens, indebtedness, or liabilities. The buyer may request a Bill of Sale from the Seller for the Property. Seller makes no other representations or warranties concerning the Property, which is being sold and assigned "as is," and without any warranty of merchantability or fitness for a particular purpose. Seller expressly disclaims any representations or warranties as to the value, condition, or functionality of the Property or its suitability for any particular purpose and Buyer will have no recourse against Seller for the Property.
   1. Seller. warrants that the property supplied to the buyer shall be of the highest quality and free from defects in product and craftsmanship.
   2. The seller has the legal rights to sell the products.

1. Renewal and Termination. This Agreement will be for an initial one (1) year term, and will automatically renew for one (1) year periods, unless either party provides written notice of termination at least thirty (30) days prior to the end of the initial term or any renewal term. Termination of the Agreement shall be allowed by either party on thirty (30) days' notice but must be in advance of 30 days from the delivery date.
   1. Upon termination of the Contract for any reason, all outstanding obligations of the sides under this Agreement shall immediately terminate, subject to any rights or obligations that have accrued as of the effective date of termination.
   2. This Agreement may not be amended or modified except in a writing signed by both parties.
   3. If the other party violates any of its obligations under this agreement and fails to remedy the violation within thirty (30) days of receiving written notice of such violation from the non-breaching party, either seller or buyer may terminate this Agreement by written notice to the other party.
2. Governing Law.This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, without giving effect to the conflict of laws principles thereof.
   1. Disputes. It is understood that disputes may arise. As such, any disputes arising from this agreement shall be resolved through the following course. These disputes include but are not limited to a breach of contract, failure to perform or faulty goods in excess of $30000. In the event of any disputes, the following schedule of attempts to rectify the dispute must be followed:
      1. Mediation between parties,
      2. Attribution between parties,
      3. Litigation in a court of law in the jurisdiction of the Province of Ontario.
   2. Relationship of Parties. Nothing in this Agreement shall be construed as appointing the Seller or the Buyer as the other's agent or legal representative for any purpose, or as granting to either party the right to assume or create obligations in the other party's name, as the Seller and the Buyer are independent contracting parties.

1. Miscellaneous. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors and assigns. The provisions of this Agreement are severable. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision. The section headings herein are for reference purposes only and shall not otherwise affect the meaning, construction or interpretation of any provision of this Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes any and all prior oral or written agreements or understandings between the Parties concerning the subject matter of this Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together, shall constitute one and the same document.

1. Assignment.This Agreement is subject to the Seller's personal performance of the demands made. The Seller agrees not to assign this Agreement in whole or in part, or to delegate the performance of its obligations, without the written consent of the Buyer. If any such assignment or delegation is made without the prior written consent of the buyer, the buyer may choose to terminate this Agreement. Any buyer consent of an assignment should not be interpreted as a renunciation of the buyer's right to compensation from the assignee and/or the seller for any claim arising out of this transaction.

IN WITNESS WHEREOF,the Parties have entered into this Agreement as of the Effective Date.

Make an Analysis of the Purchase Agreement