SALES AGREEMENT
This Sales Agreement (the “Agreement”) is entered into ______________________(the “Effective Date”), by and between _________________________ with an address of ___________________________________ (the “Seller”) and ________________________ with an address of _______________________ (the “Buyer”), collectively “the Parties”
BACKGROUND
Seller is the manufacturer/distributor/service provider of the following product(s): _________________________
And
Buyer wishes to purchase the afore-mentioned product(s).
THEREFORE, the Parties agree as follows:
- Sale of Goods/Services. Seller shall make available for sale and Buyer shall purchase ____________________________ (“Goods/Services”).
- Term. This Agreement shall commence on ________________ (“Commencement Date”) and end on _____________________. The Agreement shall be effective for a period of _____________ months.
- Development period. The Development of the Services will take approximately ______________ months.
- Compensation. As valuable and good compensation, the Buyer will pay a monthly subscription fee of $ ________________ and a development fee of $ ___________________.
- Inspection of Good/Services. Buyer is entitled to inspect the goods/services upon delivery. If the goods/services are unacceptable for any reason, Buyer must reject them at the time of delivery up to five (5) business days from the date of delivery. If Buyer has not rejected the Goods within five (5) business days from the date of delivery, Buyer shall have waived any right to reject that specific delivery.
- Excuse for Delay or Failure to Perform. Seller will not be liable to Buyer for any delay or default of this Agreement due to labor disputes, shortage of materials, delay, fires, accidents, Acts of God, or any other causes outside of Seller’s Control. Seller shall notify Buyer immediately upon realization that it will not be able to deliver the Goods/Services as promised. Either Party may terminate this Agreement upon such notice.
- Termination. This Agreement may be terminated at any time by either Party upon written notice to the other party. Buyer will be responsible for payment of Goods/Services delivered and accepted up to the date of termination.
- Disclaimer of Warranties. THE GOODS ARE SOLD “AS IS”, SELLER EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MEARCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
- Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY DAMAGES RESULTING FROM ANY PART OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF DELAY OF FAILURE OF DELIVERY, WHICH ARE NOT RELATED TO OR THE DIRECT EFFECT OF A PARTY’S NEGLIGENCE OR BREACH.
- Severability. In the event any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable.
- Waiver. The failure by either party to exercise any right, power or privilege under the terms of this Agreement will not be construed as a waiver of any subsequent or further exercise of that right, power or privilege or the exercise of any other right, power or privilege.
- Legal and Binding Agreement. This Agreement is legal and binding between the Parties as stated above. This Agreement may be entered into and is legal and binding in Ontario, Canada. The Parties each represent that they have the authority to enter into this Agreement.
- Governing Law and Jurisdiction. The Parties agree that this Agreement shall be governed by the laws of Ontario. In the event that the Parties do business in a different state, this Agreement shall be governed by ________________ law.
- Entire Agreement. The Parties acknowledge and agree that this Agreement represents the entire agreement between the Parties. In the event that the Parties desire to change, add or otherwise modify any terms, they shall do so in writing signed by both parties.
IN WITNESS WHEREOF, the parties agree to the terms and conditions set forth above as demonstrated by their signatures as follows:
“SELLER”
Signed: ________________________
By: ______________________
Date: _____________________
“BUYER”
Signed: ______________________
By: ___________________________
Date: _________________________
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