EQUIPMENT PURCHASE AND SALE AGREEMENT

EQUIPMENT PURCHASE AND SALE AGREEMENT

This Equipment Purchase and Sale Agreement (the “Agreement”) is made this …..day of …, 2022  (the “Effective Date”), by and between Arrro Helmets LLC, a Delaware corporation whose address is ……… (“Seller”) and ……., whose address is ……. (“Buyer”).

NOW THEREFORE, in consideration of the premises and the mutual covenants set forth in this Agreement, the parties agree as follows:

1. Purchase and Sale of Equipment

 At the Closing, Seller shall sell, transfer, convey, assign, and deliver to Buyer, and Buyer shall purchase, accept, and pay for all right, title, and interest in and to the tangible Equestrian and horse helmets hereto (the “Equipment”), and Buyer shall pay Seller, by wire transfer in the sum of $…….. (the “Purchase Price”) as follows;

1. A deposit of the purchase price in the sum of $ 100 to be placed on the list with delivery six (6) months later;

• Balance of the Purchase Price in the sum of $ ….. to be paid during delivery.

• Organization of the Buyer and Authorization of Transaction

The Seller is a Delaware corporation, duly organized and in good standing in the State of Delaware. Seller has full power and authority, including full corporate power and authority, to execute and deliver this Agreement and to perform and consummate, its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any person(s), or government or governmental agency in order to consummate the transactions contemplated by this Agreement.

• Title to Equipment

Seller has good and marketable title to the Equipment, free and clear of all security interests, liens and encumbrances.  Other than as expressly set forth herein, the Equipment is being sold “as-is” “where-is” with no representations or warranties of any kind.  

• Inspection of Products

Buyer shall examine Products and check whether or not there are any defects

 observable from their appearances (excluding those obviously not affecting the quality of Products such as damage to or deformation of the carton boxes) such as damage to the wrap or bottle of Products within thirty (30) days after Products arrive at the Destination, and notify Seller of the result of such inspection by fax, email or in any other written form (hereinafter called “Notification of Inspection Result”.) Buyer will then return the defective Products. In the event any Products are deemed defective.

In the event the Notification of Inspection Result is not sent to Seller within thirty (30) days after the arrival of Products at the Destination, it shall be deemed Products had no defect observable from the appearance thereof.

• Termination

This Agreement may be terminated if the following occurs:

1. If the Seller fails to deliver the equipment without prior notice;
2. If the Buyer is unresponsive or lacks to communicate to the Seller for …days or more;
3. If the Buyer fails to pay the Seller as agreed herein; and  

Upon mutual agreement by both Parties.

• Confidentiality

All terms and conditions of this Agreement (and any confidential information provided by the Buyer to the Seller or vice versa) during the term of the Agreement must be kept confidential, unless the disclosure is required pursuant to process of law.

Disclosing or using this information for any purpose beyond the scope of this Agreement (or beyond the exceptions set forth above) is expressly forbidden without the prior consent of the Parties.

The Parties’ obligation to maintain confidentiality will survive termination of this Agreement and remain in effect indefinitely.

• Relationship between parties

The Parties agree that the Seller in this Agreement is an independent contractor, as he/she provides the services hereunder and acts as an independent contractor.

The Seller shall not be considered an employee under any circumstances.

This Agreement does not create any other partnership between the Parties.

This Agreement is an Agreement that is based on industry exclusivity. Hence, the Parties are not entitled to enter into other Agreements with other industry conflicting parties.

• Limitation of liability

Under no circumstances will either party 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 (including breach of contract, tort, negligence, or other form of action)—if said damage is the direct result of one of the party’s negligence or breach.

• Amendments

The Parties agree that any amendments made to this Agreement must be made in writing and signed by both Parties to this Agreement.

As such, any amendments made by the Parties will be applied to this Agreement.

1. Assignment

The Parties hereby agree not to assign any of the responsibilities in this Agreement to a third party unless consented by both Parties in writing.

1. Alternative Dispute Resolution

Any dispute or difference whatsoever arising out of or in connection with this Agreement shall be submitted to Arbitration/Mediation/Negotiation/Court of Law (choose one) in accordance with and subject to the laws of Delaware.

1. Entire Agreement

This Agreement contains the entire agreement and understanding among the Parties hereto, with respect to the subject matter hereof. It supersedes all prior agreements, understandings, inducements, and conditions (express, implied, oral, written, or of any nature whatsoever with respect to the subject matter hereof). The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

1. Severability

In an event when any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, the remaining provisions will still be enforced, in accordance with the Parties’ intention.

14. Governing Law

This Agreement shall be governed in all respects by the  Delaware Laws without regard to its conflict of law provisions.

15. Signature and date

The Parties hereby agree to the terms and conditions set forth in this Agreement. This agreement is demonstrated by their signatures below:

Authorised Representative of theSeller Name: …………….Signature: ………Date: ……….

Buyer Name:____________________________Signature:_________________________Date:_____________________________