Thanks for responding to my inquiry. I'm glad your firm can handle this purchase. All you are doing is holding money in escrow and disburse to the seller, as we have both agreed on the terms and conditions. Find attached the purchase agreement, escrow instructions, and the purchase invoice. The purchase price and all details of the purchase are outlined in the attached documents, Please review and get back to me and let me know what your charges are for providing this service.
EQUIPMENT PURCHASE AGREEMENT
THIS AGREEMENT, entered into this 23rd day of November, 2020, by and between Thompson Murray whose address and contact is 221 River View Dr., Pierre, SD 57501-4614 hereinafter referred to as PURCHASER and Mendelson Stephen whose address and contact is [in your jurisdiction] hereinafter referred to as SELLER.
WITNESSETH
WHERE AS, Seller agrees to sell and Purchaser agrees to buy the equipment described on Exhibit A, attached hereto.
NOW THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
TERMS AND CONDITIONS. The following terms and conditions (these “Terms and Conditions”), are agreed to by Seller and Purchaser. Seller’s acceptance of any order is subject to these Terms and Conditions. No contrary, additional or different terms, provisions or conditions shall be binding on Seller unless accepted by Seller in writing.
MODIFICATION. Purchaser understands and agrees that (a) no modification or waiver of these Terms and Conditions shall be effective unless made by an authorized representative of Seller in writing addressed to Purchaser and specifically referring to these Terms and Conditions; (b) no course of action on the part of Seller shall be deemed to modify these Terms and Conditions; and (c) Seller’s acknowledgment or acceptance of anything in writing from Purchaser which is in conflict with these Terms and Conditions (including any purchase order forms containing different terms or conditions) and any subsequent delivery of Goods shall not constitute a modification or waiver of these Terms and Conditions.
ACCEPTANCE BY PURCHASER. Purchaser shall accept or reject Seller’s sales proposal within ten (10) days from the date thereof. Purchaser’s acceptance of any proposal, however, shall not result in a contract of sale, and Seller shall not be bound by any invoice, until such invoice has been approved by a duly authorized representative of Seller.
PURCHASE PRICE AND PAYMENT. The total purchase price to be paid by Purchaser to Seller for the equipment as set forth on Exhibit “A” is $1,750,000.00 and shall be payable as follows:
Buyer shall make an initial Good Faith deposit to Escrow as deposit on the equipment, prior to inspection of said product. Upon receipt of the Good faith deposit, Escrow Holder will notify Buyer and Seller of the amount that has been received and deposited into escrow. Upon receipt of a written notice from Buyer of a satisfactory inspection of said equipment, Escrow Holder will release the Good faith deposit to an account provided by Seller, at least 50% of the total purchase price will be paid to escrow upon shipment and the balance will be paid to escrow upon delivery of the equipment. Upon a successful delivery of the equipment, Buyer will notify escrow holder to release the balance payment to Seller, which will be on or before February
3rd 2021 to close the transaction.
DELIVERY. Seller shall deliver all Goods to a carrier for transport to Purchaser’s place of business or as directed in writing, with all costs of transport borne by Purchaser. Purchaser shall bear all risk of loss with respect to the Goods from the moment the Goods are delivered to the carrier.
DISCLAIMER OF WARRANTIES. ALL GOODS ARE PURCHASED BY THE PURCHASER “AS IS” AND “WITH ALL FAULTS”, AND SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS, OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OFMERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER MATTER WITH RESPECT TO THE GOODS. Any affirmation of fact or promises made by Seller shall not be deemed to create an express warranty that the Goods shall conform to such affirmation or promise. Any descriptions, samples and specifications with respect to goods offered for sale herein are not warranted by Seller to be accurate or complete. If a model or sample was shown to Purchaser, such model or sample was used merely to illustrate the general type and quality of goods sold by Seller and not to represent that the Goods would necessarily conform to such model or sample. Any description is for the sole purpose of identifying the Goods and no affirmation,
promise, description. Sample or model shall be deemed part of the basis of the bargain. SELLER STRONGLY RECOMMENDS THAT PURCHASER CONDUCT AN ON-SITE INSPECTION OF THE GOODS SOLD HEREUNDER. SELLER SHALL NOT BE RESPONSIBLE FOR THE CONSEQUENCES OF PURCHASER’S FAILURE TO INSPECT THE GOODS OR FOR ANY INACCURACIES, INSUFFICIENCIES, OR OMISSIONS IN SUCH DESCRIPTIONS, SAMPLES AND/OR SPECIFICATIONS. The employees or representatives of Seller are not authorized to make any statement or representation as to the quality, character, size, condition, quantity, etc. of the goods offered for sale inconsistent with these Terms and Conditions. Any such statements made will not be binding on Seller or be grounds for any subsequent claim.
DISCLAIMER OF LIABILITY. Purchaser acknowledges that the Goods sold herein may be dangerous if improperly used. Purchaser acknowledges that it must contact the original manufacturer to obtain up-to-date installation and operation manuals and other information to insure the safe operation of Goods. Seller will not be responsible for any loss or injury resulting from defects or alleged defects in the Goods sold or from the subsequent use of the items. Purchaser agrees to defend any suit, action or cause of action brought against Seller, its directors, officers, employees and other agents and representatives by any person based on any such alleged injury, illness, or damage and to pay alldamages, costs and expenses including, but not limited to, attorney’s fees or legal expenses in connection therewith or resulting there from.
INDEMNIFICATION. Purchaser hereby agrees to defend, indemnify and hold harmless Seller its directors, officers, employees and other agents and representatives from and against any and all liabilities, judgments, claims, settlements, losses, damages, penalties, obligations and expenses, including attorney’s fees and expenses and other professional fees and expenses, incurred or suffered by such person arising from, by reason of, or in connection with any loss, damage or injury to person or property arising from, by reason of or in connection with the Goods sold hereunder. This indemnification shall survive delivery of the Goods to Purchaser and any subsequent sale or other transfer of the Goods to a third party.
INSURANCE AND SAFETY RULES. Purchaser shall not move, load, transport or otherwise handle the Goods on Seller’s premises without first having obtained insurance coverage satisfactory to Seller. Such insurance shall include “Workers Compensation”, employer’s liability, public liability (bodily injury, property damage and contractual liability) and automobile liability (bodily injury and property damage) insurance. Certificates of insurance evidencing the aforementioned insurance coverage’s shall be furnished to and shall be approved by Seller. Purchaser shall comply with Seller’s plant safety rules and regulations.
FORCEMAJEURE.Seller’sabilitytoshiptheGoodsmaybeaffectedincaseofanactofforcemajeure, such as an act of God, war, sabotage, accidents, riots, fire, explosion, flood, strike, lockout, injunction, inability to obtain fuel, power, raw materials, labor, containers or transportation facilities, accident, breakage of machinery or apparatus, national defense requirements, or any other cause beyond the control of Seller. Seller shall have no liability for the failure to ship or deliver goods in the event of such force majeure and Seller’s obligation to complete the delivery of Goods shall be suspended during such force majeure event and for a reasonable period of time thereafter; provided, however, that these Terms and Conditions shall otherwise remain in effect.
PURCHASERS’CREDIT.IntheeventPurchaserfailstoremitpaymentforanyoneshipmentwhensame becomes due, Seller reserves the right, among other remedies, either to terminate the contract or to suspend further deliveries. Should Purchaser’s financial responsibility become unsatisfactory to Seller, in Seller’s sole and absolute discretion, cash payments or security satisfactory to Seller, in its sole and absolute discretion, may be required by Seller before future deliveries of Goods are made by Seller.
INSPECTION. Purchaser has inspected the Goods or hereby acknowledges that Seller invited, urged and cautioned Purchaser to inspect the Goods.
LIMITATION OF DAMAGES. Sellers liability with respect to Goods sold to Purchaser shall be limited to refunding any payments made by Purchaser (i) with respect to Goods returned to and accepted by Seller or (ii) with respect to Goods ordered but not shipped by Seller upon Seller’s cancellation of the invoice. In no event (iii) Shall Seller be liable for incidental, special, or consequential damages, lost profits, or any expenses of Purchaser, including, but not limited to, shipping costs.
ASSIGNMENT.Purchasermaynotassignitsrightsordelegateitsperformanceinwholeorin part under any invoice without the prior written consent of Seller and any attempted assignment or delegation without such consent shall be void.
GOVERNING LAW. All invoices and these Terms and Conditions shall be construed according to the laws of the state Oregon.
TAXES. All taxes assessed to any order are the responsibility of Purchaser, including, but not limited to, local and regional sales taxes and personal property tax, or if applicable, Purchaser is to provide Seller with a valid tax exemption certificate. In the event that Purchaser either fails to pay the tax or other charges as agreed above or fails to provide a valid exemption certificate, Purchaser agrees to indemnify and hold Seller harmless from any liability and expense by reason of Purchaser’s failure. Such indemnification shall include, but not be limited to, attorneys’ fees and/or other legal expenses relating to such failure.
REPAIR.SellerisnotobligatedtodoanyrepairworkormodificationsupontheGoodspriortosaleor delivery. Any repair work or modifications performed by Seller on the Goods prior to sale shall be performed as a result of the sole request of Purchaser using designs and instructions provided by Purchaser. Accordingly, Seller shall not be liable for any alleged damages caused by or resulting from the repairs or modifications. SELLER GIVES NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, WORKMANSHIP OR ANY OTHER MATTER WITH RESPECT TO ANY SUCH REPAIRS OR MODIFICATIONS.
SEVERABILITY. If any provision of the invoice or these Terms and Conditions is determined illegal or unenforceable, it shall not affect the enforceability of any other provision or paragraph of the invoice or these Terms and Conditions.
FEES AND COSTS. In the event any party institutes legal proceedings to enforce its respective rights arising out of the invoice and these Terms and Conditions, the prevailing party shall be entitled to the award of attorneys’ fees and court costs, plus cost of executing, enforcing and/or collecting any judgment at all trial and appellate levels.
TIME OF ESSENCE. It is understood by and between the parties hereto that time is of the essence of this Agreement.
WHOLE AGREEMENT. This agreement is intended to represent the entire agreement between the
parties hereto. Any oral agreements or representations entered into or made prior to the execution of this Agreement are considered merged here unto and made a part hereof.
IN WITNESS WHERE OF, the parties have executed this Agreement the day and year first above written.
BY:
Thompson Murray, Purchaser
BY:
Mendelson Stephen, Seller
EXHIBIT A
Date: November 23rd 2020
INSTRUCTION TO ESCROW
Thompson Murray whose contact is 221 River View Dr, Pierre, SD 57501-4614 hereafter referred to as Buyer and Mendelson Stephen whose address and contact is [where you live] hereinafter referred to as Seller do hereby agree as follows:
Buyer will purchase Crane from Seller described as XCMG All terrain crane truck 350 ton mobile crane XCA350U for the amount of $1,750,000.00
Buyer shall make an initial Good Faith deposit to Escrow as deposit on the equipment prior to inspection of said product.
Upon receipt of the Good faith deposit, Escrow Holder will notify Buyer and Seller of the amount that has been received and deposited into escrow.
Upon receipt of written notice from the buyer of a satisfactory inspection of said equipment, Escrow Holder will release the Good faith deposit to an account provided by Seller which can be a US account or an Oversea Account, at least 50% of the total purchase price will be paid to escrow upon shipment and the balance will be paid to escrow upon delivery of the equipment, which will be on or before February 3rd 2021 to close the transaction.
The fees and costs due Escrow for complete of this escrow shall be payable by Buyer concurrent with execution of this agreement.
Escrow Holder shall have no further duties except as outlined in these instructions. Should Escrow Holder be asked to perform other duties than as outline herein additional fees and/or cost will be incurred.
Please acknowledge your agreement to and acceptance of these instructions by signing a copy of this instruction and forwarding a copy to Escrow Holder.
