PURCHASE AGREEMENT

This Purchase agreement is entered into on this XXX  by and
between XXX (hereinafter referred to as the “Seller”) whose address for the purposes
of this agreement is [insert address] and Hector Sanchez (hereinafter referred to as the
“Purchaser”) whose address for the purposes of this agreement is [insert address] and
together referred to as the “parties”.

WHEREAS the Seller desires to sell a food cart and the associated equipment to the Buyer in
accordance with the terms and provisions in this Agreement; and

WHEREAS, the Purchaser desires to purchase the food cart and the associated equipment
form the Seller; and have the Seller install the equipment on The Home Depot location in
Hayward, California.

This agreement will have two separate and independent agreements which will be viewed
and enforceable separately. This will include the following:

a. Exhibit A: Bill of Sale Agreement for the cart and associated equipment.
b. Exhibit B: Installation Services Agreement for the installation of the trailer at the
Home Depot in Hayward, CA

The parties have agreed to the following terms and conditions.
1. Anticipated Schedule will cover both the Bill of Sale and the Services Agreement
contained herein.
a. Sign this agreement 12-21-22
b. Order equipment for trailer (hood, refrigerators, etc.) within 1 week of
signing: 12-23-22.
c. Drawings and Submittals submitted to the county Health Department by 1-6-
23.
d. Equipment arrives at warehouse around 1-15-23.
e. Equipment installed in trailer by 2-15-23

Buyer_____ Seller ______Page 2

f. Trailer moved to The Home Depot around 3-1-23
g. Utilities installed at The Home Depot location around 3-15-22
h. Inspections on the installation by around 3-30-23.
i. Estimated opening day around 4-15-23.
j. These dates are highly fluid as a delay can occur at any point along this and
greatly slow the process down. No guarantees are being made to these
dates, but the SELLER will work to the best of their ability to keep up to the
best of it’s ability in order to meet the schedule.

2. Delivery & Installation
a. The equipment will be delivered to The Home Depot 21787 Hesperian Blvd,
Hayward, CA 94541
b. Installation Services will occur at The Home Depot 21787 Hesperian Blvd,
Hayward, CA 94541
3. Permits and Operating Agreements
a. All permits and licenses will be placed in the Buyers Name or it’s designee.
b. SELLER will be working to obtain the following permits for the BUYER to place
the cart at The Home Depot.
i. Health Department license, Business License, Building Permit, Fire
Permit and Sprinkler permit.
4. Representations and Warranties of Seller.
Seller represents and warrants to Buyer that the statements contained in this
Section 3 are true, correct and complete as of the Effective Date and will be true,
correct and complete as of the Closing Date.
a. Buyer Authorization of Transaction. The Seller represents and warrants that
he has full 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.

Buyer_____ Seller ______Page 3

b. Noncontravention. The Seller represents and warrants that neither the
execution and the delivery of this Agreement, nor the consummation of the
transactions contemplated hereby, will, immediately or with the passage of
time: (A) violate any statute, regulation, rule, injunction, judgment, order,
decree, ruling, charge, or other restriction of any government, governmental
agency, or court to which any of the Seller or the Equipment is subject; or (B)
conflict with, result in a breach of, constitute a default under, result in the
acceleration of, create in any party the right to accelerate, terminate, modify,
or cancel, or require any notice under any agreement, contract, lease,
license, instrument, or other arrangement to which Seller is a party or by
which it is bound or to which any of the Equipment is subject.
c. Consents. No approval, consent, waiver, or authorization of or filing or
registration with any governmental authority or third party is required for the
execution, delivery, or performance by Seller of the transactions
contemplated by this Agreement.
d. 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.
e. Litigation. Neither Seller or the Equipment, in whole or in part: (A) is subject
to any outstanding injunction, judgment, order, decree, ruling, or charge that
would limit, restrict or prevent consummation of the transactions
contemplated hereby; or (B) is a party or the subject of, or is, to the
knowledge of Seller’s president, threatened to be made a party to, or the
subject of, any action, suit, proceeding, hearing, or investigation of, in, or
before any court or quasi-judicial or administrative agency of any federal,
state, local, or foreign jurisdiction or before any arbitrator that would, if
determined adversely to Seller: (1) limit, restrict or prevent consummation of
the transactions contemplated hereby; or (2) cause any representation or
warranty of Seller herein to be not true.
f. Disclosure. The representations and warranties contained in this Section 4
do not contain any untrue statement of a fact or omit to state any fact

Buyer_____ Seller ______Page 4

necessary in order to make the statements contained in this Section 3 not
misleading.

5. Representations and Warranties of Buyer.
Buyer represents and warrants to Seller that the statements contained in this
Section 4 are true, correct and complete as of the Effective Date and will be true,
correct and complete as of the Closing Date.
a. Authorization of Transaction. The Buyer has full 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 Buyer, enforceable in accordance with its terms and
conditions. The Buyer 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.
b. Noncontravention. Neither the execution and the delivery of this Agreement,
nor the consummation of the transactions contemplated hereby, will,
immediately or with the passage of time: (A) violate any constitution, statute,
regulation, rule, injunction, judgment, order, decree, ruling, charge, or other
restriction of any government, governmental agency, or court to which Buyer
is subject; or (B) conflict with, result in a breach of, constitute a default
under, result in the acceleration of, create in any party the right to
accelerate, terminate, modify, or cancel, or require any notice under any
agreement, contract, lease, license, instrument, or other arrangement to
which Buyer is a party or by which it is bound.
c. Consents. No approval, consent, waiver, or authorization of or filing or
registration with any governmental authority or third party is required for the
execution, delivery, or performance by Buyer of the transactions
contemplated by this Agreement.
d. Litigation. Buyer is not: (A) subject to any outstanding injunction, judgment,
order, decree, ruling, or charge that would limit, restrict or prevent
consummation of the transactions contemplated hereby; or (B) a party, or, to
the knowledge of Buyer’s officers, threatened to be made a party, to any
action, suit, proceeding, hearing, or investigation of, in, or before any court

Buyer_____ Seller ______Page 5

or quasi-judicial or administrative agency of any federal, state, local, or
foreign jurisdiction or before any arbitrator that would, if determined
adversely to Buyer: (1) limit, restrict or prevent consummation of the
transactions contemplated hereby; or (2) cause any representation or
warranty of Seller herein to be not true.
e. Disclosure. The representations and warranties contained in this Section 5
do not contain any untrue statement of a fact or omit to state any fact
necessary in order to make the statements and information contained in this
Section 4 not misleading.

6. Due diligence.
The Purchaser shall be responsible for conducting his due diligence regarding the purchased
food carts/trailers. The Purchaser has already inspected the trailer prior to the requested
modifications. The Seller agrees to provide to the Purchaser reasonable access to
information and the food carts/trailers for inspection. The Purchaser has received a key to
the cart as of the date of signing.
7. Confidentiality.
Except as may be required by law, the Purchaser agrees that any confidential information
received in confidence will be kept confidential by the Purchaser and its representatives and
will not be disclosed to any Person except otherwise with the specific prior written consent
of the Seller.
8. Governing law.
This Agreement shall be construed, interpreted, and governed by the laws of the state of
California.
9. Expenses
Each party herein shall bear its costs and expenses incurred in connection with the
negotiation, drafting, and execution of this agreement.
10. Dispute Resolution.
In case a dispute arises in relation to the terms, interpretation thereof, or performance of
the obligations under this Agreement, the same shall be referred to mediation, in
accordance with the laws of the state of California.
11. Binding Effect.

Buyer_____ Seller ______Page 6
This Agreement shall be binding upon and for the benefit of the Parties and their respective
heirs, successors, and permitted assigns.
12. Waiver.
The waiver by any Party of a breach of any provision or term contained herein shall not
operate or be construed as a waiver of any prior or subsequent breach of the same
provision or term.
13. Severability.
Suppose any provision of this Agreement is deemed invalid or unenforceable. In that case,
it shall be severed from this Agreement and shall not affect the remaining provisions, which
will continue to apply in full force and effect.
14. Entire Agreement
This Agreement, together with the Schedule hereto, constitutes the entire Agreement
between the Parties about this transaction and supersedes all prior oral or written
agreements, understandings, negotiations, and discussions.
15. Amendment.
Except as otherwise provided herein, no amendment, or modification of, this Agreement
shall be binding unless the same is in writing and executed by each of the Parties.
16. Assignment.
Neither Party to this Agreement, nor any of the rights and obligations arising hereunder,
may be assigned to a third party without the prior written consent of the other party.
IN WITNESS WHEREOF, the Parties have duly signed this Purchase Agreement on the last
date noted below.
THE PURCHASER.
Name: _____________________________
Signature: __________________________
Date: ______________________________

THE SELLER.
Name: _____________________________
Signature: __________________________
Date: ______________________________

Buyer_____ Seller ______Page 7
Exhibit A: Bill of Sale
The parties have agreed to the following terms and conditions for the purchase of the food
cart specified in this agreement.
1. Asset Purchase:
a. This Bill of Sale covers the “Asset Purchase Agreement” and is specifically for
the asset of the Food Cart and equipment located at the warehouse.
b. The Purchase of the Assets is not dependant on the successful issuance of the
permits required to operate the Cart at The Home Depot. The money paid on
the asset purchase in non-refundable.
c. No ownership interest in the cart shall accrue until the purchase price has
been paid in full.
2. Purchase price.
a. The agreed purchase price is $93,000. The payment shall be due as follows:
b. $30,000 on signing of this agreement. Approximately 12-19-22
c. $30,000 when the new major equipment (refrigerators, hood, stove, fryer,
grill) arrive at the warehouse. Approximately 1-15-23
d. $20,000 when the equipment is installed in the trailer ( trailer equipment is
operationally installed inside the trailer) Approximately 2-15-23
e. $13,000 after approval by the BUYER and before shipment to the Hayward
Home Depot or other site as specified by the Buyer. Approximately 3-1-23

3. Equipment.
a. The cart is currently located at 1631 S. 10 th St., San Jose, Ca. 95112. The buyer
has inspected the equipment and has agreed that the equipment is in good
condition. The seller will modify the trailer slightly per agreement with the
BUYER.
b. The equipment will come with whatever warranty is still available on it from
the manufacturer.

4. Taxes
a. The sales price of this cart and equipment includes no sales taxes paid. Any
sales taxes shall be the sole responsibility of the BUYER.

Buyer_____ Seller ______Page 8
5. Purchased assets.
a. The parties herein agree to the purchase of the following details;
i. Cart Information
1. Manufacturer: California Carts
2. Serial # RACCB-0004

b. Equipment Included: (Per the attached trailer layout drawing)
i. 24” upright refrigerator single door
ii. 60” Mega Top Sandwich Refrigerator
iii. 60” countertop refrigerator
iv. 48” glass drink refrigerator
v. 84” Hood and Ansul system
vi. 15.5” Deep Fryer
vii. 36” Gas Griddle
viii. 12” Gas stove
ix. 350lb Ice maker
x. 48” TV for menu, no programming for the TV is included.
xi. 3 compartment sink
xii. Coffee maker and 3 air pots
xiii. Existing Art Wrap-Around Trailer: P
1. Pro Café Artwork will be painted over before delivery.
xiv. Misc pans and containers currently inside the cart
c. Other Equipment / Spec
i. Walk In Cooler / Freezer purchase and installation is not included and
will be added on if requested and paid for by the BUYER.

Buyer_____ Seller ______Page 9
Exhibit B: Installation Services Agreement for the permits and installation
of the trailer at the Home Depot in Hayward, CA

1. Services Provided:
a. The Buyer is purchasing the SERVICES of the Seller who will work diligently to
get the operational / city / county permits for the Seller to operate the food
cart at the Home Depot location in Hayward, CA.
b. Buyer has experience in this industry as he currently operates several food
trailers at Home Depot location near here.
c. Buyer understands there is no guarantee of success in getting all the permits
required and that the fees paid to Seller are non-refundable.

2. Permit
a. SELLER will work to get permits issued with the Health Department, Business
License Department, Building Permit, Fire Sprinkler permit and Fire Dept
Permit.
3. Permit Costs:
a. BUYER will pay for the actual cost of the permits.
b. Seller will bill Buyer at a rate of $100/hour for direct hours worked on the
permits.
c. Billable hours will not exceed 50 hours.
d. Reproduction and drawing generation costs, not to exceed $200 will be
reimbursed.
4. Installation Services
a. Seller will deliver and hook up the trailer to the required utilities connections
to make the trailer operational.
b. Seller will hook up water, power and sewer connections between the Home
Depot and the food cart.
5. Installation Services Cost
a. $30,000 total for the installation services
i. $15,000 due when the trailer arrives at the Home Depot location.
ii. $15,000 when the trailer receives building department sign off or on
the day of opening. (whichever comes first)

Buyer_____ Seller ______Page 10
b. Fire Sprinkler cost
6. Warranty:
a. The Seller will help the Buyer through the conclusion of the permits required
to open the business.
b. All work will be done to the code required to get the permits required to
open.
c. Beyond the day when permits are issued, the Seller makes no guarantees or
warranties are given.

Buyer_____ Seller ______Page 11
Equipment Layout As To Be Modified

Buyer_____ Seller ______Page 12

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