this is the case , questions are at the end can u get some help

This CONTRACT FOR SALE OF GOODS is made January 5, 2018, by and between Aurora Clock Company, LLC, an Arizona Limited Liability Corporation, with its principal place of business at 1234 N. 32nd Street, Phoenix, AZ 85032, ("Seller"), and ABC, Corp., a California Corporation, with its principal place of business at 1400 S. Sepulveda Drive, Los Angeles, CA 90210, ("Buyer"), for the purchase of the goods described below: 1. Terms. Seller shall deliver to the Buyer on or before March 31, 2018, the following goods: Item: Howard Miller Agatha Chiming Wall Clock (Model # 625-578) Quantity: 30 Price: $400 each Total: $12.000 2. Applicability (a) The terms (Terms) included herein apply to the Aurora Participation & Sales Agreement, and all orders, documents or other agreements that incorporate these Terms and relate to the sale and/or provision of Goods and Services to Buyer by Seller. (b) All capitalized terms not defined shall have the meaning set forth in other parts of the Agreement. These Terms prevail over any of Buyer's general terms and conditions of purchase regardless whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer's order does not constitute acceptance of any of Buyer's terms and conditions and does not serve to modify or amend these Terms. 3. Delivery (a) The goods will be delivered within a reasonable time after the receipt of an order, subject to availability of finished Goods. Seller shall not be liable for any delays, loss or damage in transit. (b) Unless otherwise agreed in writing by the parties, Seller shall deliver the Goods to Buyer's location as specified in the order (the "Delivery Point) using Seller's standard methods for packaging and shipping the Goods. Buyer shall take delivery of the Goods immediately upon delivery of the Goods to the Delivery Point. Buyer shall be responsible for all loading costs and provide equipment and labor reasonably suited to receive the Goods at the Delivery Point. (c) Seller may, in its sole discretion and without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units ontracts Prac Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of the Order. 4. Shipping Terms. Delivery shall be made at the Delivery Point. 5. Title and Risk of Loss Title and risk of loss passes to Buyer upon delivery of the Goods at the Delivery Point. 6. Inspection and Rejection of Nonconforming Goods. (a) Buyer shall inspect the Goods upon receipt ("Inspection Period"). Buyer will be deemed to have accepted the Goods unless Buyer notifies Seller in writing of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as required by Seller. "Nonconforming Goods" means only the following: (i) product shipped is different than identified in Buyer's purchase order; or (ii) product's label or packaging incorrectly identifies its contents. (b) If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its sole discretion, (i) replace the Nonconforming Goods with conforming Goods, or (ii) credit or refund the price for the Nonconforming Goods, together with any reasonable shipping and handling expenses incurred by Buyer. Buyer shall ship, at its expense and risk of loss, the Nonconforming Goods to Seller's facility. If Seller exercises its option to replace Nonconforming Goods. Seller shall, after receiving facility. If Seller exercises its option to replace Nonconforming Goods, Seller shall after receiving Buyer's shipment of Nonconforming Goods, ship to Buyer, at Seller's expense and risk of loss, the replaced Goods to the Delivery Point. 7. Taxes. All prices exclude sales, use and excise taxes, and any other taxes, duties and charges of any kind imposed by any Governmental Authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes. 8. Payment Terms. Buyer shall pay interest on all late payments at the highest rate permissible under applicable law.calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including attorneys' fees. 9. Disclaimer of Warranty, SELLER MAKES NO WARRANTY WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF TITLE; (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY. 10. Limitation of Liability. (a) IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY BUYER OR COULD HAVE BEEN REASONABLY FORESEEN BY BUYER. (b) The limitation of liability set forth in above shall not apply to (1) liability resulting from Seller's gross negligence or willful misconduct and (ii) death or bodily injury resulting from Seller's acts or omissions. 11. Compliance with Law. Buyer shall comply with all applicable laws, regulations and ordinances. Buyer shall maintain all the licenses, permissions, authorizations, consents and permits needed to carry out its obligations under this Agreement. 12. Termination. In addition to any remedies available under these Terms, Seller may immediately terminate this Agreement upon written notice to Buyer, if Buyer: (a) fails to pay any amount when due under this Agreement and such failure continues for ten (10) days after Buyer's receipt of written notice of nonpayment: (b) has not otherwise performed or complied with any of these Terms, in whole or in part; or (e) becomes insolvent, or files a petition for bankruptcy. 13. Waiver. No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. 14. Confidential Information. All non-public, confidential or proprietary information of Seller, including, but not limited to, the terms of this Agreement, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Buyer, whether disclosed orally or in written, electronic or other form, and whether or not designated as "confidential," in connection with this Agreement is confidential, is solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller's request, Buyer shall promptly return all documents and other materials received from Seller. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Seller on a non-confidential basis from a third party 15. Force Majeure. The Seller shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling any term of this Agreement when such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Seller including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities, terrorist threats or acts.riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party's workforce), telecommunication breakdown, or power outage 16. Assignment. Buyer shall not assign any of its rights or delegate any of its obligations under 16. Assignment. Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Seller. No assignment or delegation relieves Buyer of any of its obligations under this Agreement. 17. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any employment relationship between the parties. Page 3 of 5 18. Dispute Resolution. Buyer and Seller each agree to first negotiate by contacting each other with any disputes and provide a written description of the problem, all relevant documents/information and the proposed resolution. If after sixty 60 days the parties are unable to resolve any dispute raised under this Agreement, the parties agree to settle the dispute by arbitration administered by the American Arbitration Association. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. 19. Governing Law. This agreement shall be governed construed, and enforced in accordance with the laws of the State of Arizona. 20. Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be brought in the Ninth Circuit federal court of the United States of America or the courts of the State of Arizona. 21. Notices. All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set 22. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. 23. Entire Agreement. The parties intend this writing to be the final expression of the terms of their agreement and that this writing is the complete and exclusive statement of all the terms of their agreement Seller Buyer Authorized Signer Authorized Signer Title Title Date Date 1. Who are the parties to this contract? 2. What law.common law or UCC, applies to this contract? How do you know? 3. What are the essential term(3), as defined by the applicable law, of the contract? 4. Does the Statute of Frauds apply to this transaction? Why or why not? 5. What is the consideration of each party? 6. How is each party discharged from this contract? 7. Can this contract be assigned to a party that is not a part of the contract? 8. What defenses are included in the contract? 9. How will disputes be resolved under this contract? Is the dispute resolution method binding? 10. What jurisdiction governs this contract? 11. How do the parties agree to communicate? Why would this term be included in the contract? 12. What remedies are available under this contract? This CONTRACT FOR SALE OF GOODS is made January 5, 2018, by and between Aurora Clock Company, LLC, an Arizona Limited Liability Corporation, with its principal place of business at 1234 N. 32nd Street, Phoenix, AZ 85032, ("Seller"), and ABC, Corp., a California Corporation, with its principal place of business at 1400 S. Sepulveda Drive, Los Angeles, CA 90210, ("Buyer"), for the purchase of the goods described below: 1. Terms. Seller shall deliver to the Buyer on or before March 31, 2018, the following goods: Item: Howard Miller Agatha Chiming Wall Clock (Model # 625-578) Quantity: 30 Price: $400 each Total: $12.000 2. Applicability (a) The terms (Terms) included herein apply to the Aurora Participation & Sales Agreement, and all orders, documents or other agreements that incorporate these Terms and relate to the sale and/or provision of Goods and Services to Buyer by Seller. (b) All capitalized terms not defined shall have the meaning set forth in other parts of the Agreement. These Terms prevail over any of Buyer's general terms and conditions of purchase regardless whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer's order does not constitute acceptance of any of Buyer's terms and conditions and does not serve to modify or amend these Terms. 3. Delivery (a) The goods will be delivered within a reasonable time after the receipt of an order, subject to availability of finished Goods. Seller shall not be liable for any delays, loss or damage in transit. (b) Unless otherwise agreed in writing by the parties, Seller shall deliver the Goods to Buyer's location as specified in the order (the "Delivery Point) using Seller's standard methods for packaging and shipping the Goods. Buyer shall take delivery of the Goods immediately upon delivery of the Goods to the Delivery Point. Buyer shall be responsible for all loading costs and provide equipment and labor reasonably suited to receive the Goods at the Delivery Point. (c) Seller may, in its sole discretion and without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units ontracts Prac Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of the Order. 4. Shipping Terms. Delivery shall be made at the Delivery Point. 5. Title and Risk of Loss Title and risk of loss passes to Buyer upon delivery of the Goods at the Delivery Point. 6. Inspection and Rejection of Nonconforming Goods. (a) Buyer shall inspect the Goods upon receipt ("Inspection Period"). Buyer will be deemed to have accepted the Goods unless Buyer notifies Seller in writing of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as required by Seller. "Nonconforming Goods" means only the following: (i) product shipped is different than identified in Buyer's purchase order; or (ii) product's label or packaging incorrectly identifies its contents. (b) If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its sole discretion, (i) replace the Nonconforming Goods with conforming Goods, or (ii) credit or refund the price for the Nonconforming Goods, together with any reasonable shipping and handling expenses incurred by Buyer. Buyer shall ship, at its expense and risk of loss, the Nonconforming Goods to Seller's facility. If Seller exercises its option to replace Nonconforming Goods. Seller shall, after receiving facility. If Seller exercises its option to replace Nonconforming Goods, Seller shall after receiving Buyer's shipment of Nonconforming Goods, ship to Buyer, at Seller's expense and risk of loss, the replaced Goods to the Delivery Point. 7. Taxes. All prices exclude sales, use and excise taxes, and any other taxes, duties and charges of any kind imposed by any Governmental Authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes. 8. Payment Terms. Buyer shall pay interest on all late payments at the highest rate permissible under applicable law.calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including attorneys' fees. 9. Disclaimer of Warranty, SELLER MAKES NO WARRANTY WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF TITLE; (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY. 10. Limitation of Liability. (a) IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY BUYER OR COULD HAVE BEEN REASONABLY FORESEEN BY BUYER. (b) The limitation of liability set forth in above shall not apply to (1) liability resulting from Seller's gross negligence or willful misconduct and (ii) death or bodily injury resulting from Seller's acts or omissions. 11. Compliance with Law. Buyer shall comply with all applicable laws, regulations and ordinances. Buyer shall maintain all the licenses, permissions, authorizations, consents and permits needed to carry out its obligations under this Agreement. 12. Termination. In addition to any remedies available under these Terms, Seller may immediately terminate this Agreement upon written notice to Buyer, if Buyer: (a) fails to pay any amount when due under this Agreement and such failure continues for ten (10) days after Buyer's receipt of written notice of nonpayment: (b) has not otherwise performed or complied with any of these Terms, in whole or in part; or (e) becomes insolvent, or files a petition for bankruptcy. 13. Waiver. No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. 14. Confidential Information. All non-public, confidential or proprietary information of Seller, including, but not limited to, the terms of this Agreement, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Buyer, whether disclosed orally or in written, electronic or other form, and whether or not designated as "confidential," in connection with this Agreement is confidential, is solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller's request, Buyer shall promptly return all documents and other materials received from Seller. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Seller on a non-confidential basis from a third party 15. Force Majeure. The Seller shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling any term of this Agreement when such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Seller including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities, terrorist threats or acts.riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party's workforce), telecommunication breakdown, or power outage 16. Assignment. Buyer shall not assign any of its rights or delegate any of its obligations under 16. Assignment. Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Seller. No assignment or delegation relieves Buyer of any of its obligations under this Agreement. 17. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any employment relationship between the parties. Page 3 of 5 18. Dispute Resolution. Buyer and Seller each agree to first negotiate by contacting each other with any disputes and provide a written description of the problem, all relevant documents/information and the proposed resolution. If after sixty 60 days the parties are unable to resolve any dispute raised under this Agreement, the parties agree to settle the dispute by arbitration administered by the American Arbitration Association. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. 19. Governing Law. This agreement shall be governed construed, and enforced in accordance with the laws of the State of Arizona. 20. Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be brought in the Ninth Circuit federal court of the United States of America or the courts of the State of Arizona. 21. Notices. All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set 22. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. 23. Entire Agreement. The parties intend this writing to be the final expression of the terms of their agreement and that this writing is the complete and exclusive statement of all the terms of their agreement Seller Buyer Authorized Signer Authorized Signer Title Title Date Date 1. Who are the parties to this contract? 2. What law.common law or UCC, applies to this contract? How do you know? 3. What are the essential term(3), as defined by the applicable law, of the contract? 4. Does the Statute of Frauds apply to this transaction? Why or why not? 5. What is the consideration of each party? 6. How is each party discharged from this contract? 7. Can this contract be assigned to a party that is not a part of the contract? 8. What defenses are included in the contract? 9. How will disputes be resolved under this contract? Is the dispute resolution method binding? 10. What jurisdiction governs this contract? 11. How do the parties agree to communicate? Why would this term be included in the contract? 12. What remedies are available under this contract