PURCHASE AGREEMENT
BETWEEN

__________________________ (SELLER)

AND

_________________________ (BUYER)

__________________________________________________________________________________
THIS AGREEMENT is made on the ………….. day of………….20……., (hereinafter, “Effective
Date”) entered into by the Seller of
________________________________________________________address,
and the Buyer of ________________________________________________________________address.
Seller and Buyer collectively referred to as the “Parties” or individually as the “Party”) and includes that
Party’s successors and assigns.
In consideration of covenants and agreements contained in this agreement, and other good and valuable
consideration, the receipt of which is hereby acknowledged, Parties agree to the following terms and
conditions and to be bound thereby:
Commencement and duration: This agreement shall be valid from the Effective Date until
________date.
Sale of Goods.
The good being sold are:
_________________________________________________________________
Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim
or dispute with Seller, whether relating to Seller’s breach, bankruptcy or otherwise. If Buyer disputes any
invoice or portion thereof, it shall notify Seller in writing within __________ days of receipt of said
invoice, detail the reason for the dispute, and pay all undisputed amounts. All charges not timely disputed
in writing shall be deemed to be undisputed and shall be due and payable as set forth above. Buyer may
only suspend the order upon Seller’s written consent. In the event of such Buyer suspension, the delivery
time will be changed, taking into account the suspension.
Delivery and Shipping Terms. The delivery date(s) quoted are based on Seller’s best estimate of a
realistic time when delivery will be made, and are subject to confirmation at time of acceptance of any
resulting order. They are also dependent upon prompt receipt by Seller of all information necessary to
proceed with the work without interruption. Seller reserves the right to make either early shipment or
partial shipments and invoice Buyer accordingly.
Cancellation of Purchase Order. Buyer may cancel its order only with the prior written consent of
Seller.
Rejection of Goods and Refund Policy. A rejection of the Goods for nonconformity, shall not be
effective unless it is made, and written notice thereof is given to Seller, within _____days of receipt of the
Goods (hereinafter called "Notification of Inspection Result".) Buyer shall deliver, the rejected Goods to
Seller at the location specified by Seller. In the event the Notification of Inspection Result is not sent to
Seller within _________ days of receipt of the Goods, it shall be deemed that the Goods had no defect.
Seller shall promptly ship non-defective replacement Products in exchange for the returned defective
Products if such returned Products are reported as having defect in the Notification of Inspection Result.
Seller reserves the right to inspect the rejected Goods and to determine lack of conformity in its sole
discretion.

Seller’s Lien. Until the unpaid contract price and any other amounts payable by Buyer to Seller under the
order acknowledgment are paid in full, Seller shall have a lien on the Goods for the unpaid amounts.

Limitation of Liability.
IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS
OF USE, REVENUE OR PROFIT OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL,
INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER
ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND
WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS
ESSENTIAL PURPOSE.
IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO
THIS CONTRACT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT,
TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS
PAID TO SELLER FOR THE GOODS SOLD HEREUNDER OR, AS TO SERVICES, FOR THE
AMOUNTS PAID TO SELLER FOR SERVICES PERFORMED HEREUNDER.
Indemnification. Each of Buyer and Seller (as an “Indemnifying Party”) shall indemnify the other party
(as an “Indemnified Party”) from and against claims brought by a third party, on account of personal
injury or damage to the third party’s tangible property, to the extent caused by the negligence of the
Indemnifying Party in connection with this Contract. In the event the injury or damage is caused by joint
or concurrent negligence of Buyer and Seller, the loss or expense shall be borne by each party in
proportion to its degree of negligence.
Disclaimer of Warranty. No element of the goods can be guaranteed or warrantied in any way, including
but not limited to, condition, and usability.
Title and Risk of Loss or Damage. Title passes in nothing whatsoever until the seller has received
cleared funds in the full amount of the purchase price. The goods are being sold on a “where it lies” basis.
The risk, responsibility and expense of taking delivery of the goods vests with the purchaser.
Termination:
 Either Party may terminate this agreement upon giving the other Party no less than
________days’ notice in writing. If a Party wishes to terminate the contract with less than these
stated days, the other Party reserves the right to charge costs that they have already paid in
advance or incurred.
 The termination of this agreement shall not discharge the liabilities accumulated by either Party.
 Any Clauses intended by the Parties or this agreement to survive the termination of this
agreement shall survive the termination of this agreement by whatever cause.
Dispute resolution: Parties agree to settle disputes under this Agreement through Arbitration under the
rules of the American Arbitration Association.
General provisions
 This agreement may be amended only by the written consent of the Parties hereto.
 If any provision is held to be invalid or unenforceable, it shall not affect the validity or
enforceability of any other provision.
 This agreement constitutes the entire agreement between the Parties. It supersedes all prior oral or
written agreements or understandings between the Parties concerning the subject matter of this
agreement. The Parties will exercise utmost good faith in this agreement.

 Unless otherwise provided, failure by either Party to enforce any of the terms or conditions of this
agreement shall not be a waiver of their right to enforce the terms and conditions of this
agreement.
 This agreement may be executed in any number of counterparts, each of which shall be an
original and all of which shall together constitute the same instrument.
 The Article and Section headings in this agreement are for convenience, and they form in no part
of this agreement and shall not affect its interpretation.
 Whenever used herein, the singular number shall include the plural, and the plural number shall
include the singular.
 Any references herein to the masculine gender or to the masculine form of any noun, adjective, or
possessive shall be construed to include the feminine or neuter gender and form, and vice versa.
 This agreement shall be governed in all respects by the Laws of ___________without regard to
its conflict of law provisions.
IN WITNESS WHEREOF, each of the Parties has executed this agreement, as set forth below.
Signed by the duly authorized representative of
the SELLER
Signature:
Name:
Designation:
Date:…………………………………………………..
.

Signed by the duly authorized representative of
the BUYER
Signature:
Name:
Designation:
Date:…………………………………………………..

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