This Business Contract for the sale of products/goods (the "Contract") is entered into on (the "Effective Date") by and between , an individual having their usual place of living at (the "Seller"), and
, an individual having their usual place of living at (the "Buyer"), collectively referred to as the "Parties" and individually as the "Party".
SUBJECT MATTER OF THE CONTRACT. The Seller agrees to sell and convey to the Buyer, and the Buyer agrees to purchase from the Seller, subject to the terms and conditions set forth herein, the following item(s) (the "Object(s)"):
PURCHASE PRICE AND PAYMENT TERMS. The total purchase price for the Object(s) is (the "Purchase Price").
The payment of the Purchase Price shall be exercised as follows:
All payments will be made in cash.
DELIVERY TERMS. The Seller shall deliver the Object(s) to the Buyer on or before . The Objects shall be delivered to the Buyer's address specified in this Contract (the "Delivery Address").
The Seller shall deliver the Objects using the following delivery method: . Any change to the delivery method must be agreed upon in writing by both Parties.
INSPECTION. The Buyer is entitled to inspect the delivered Object(s) promptly upon receipt. Any discrepancies, defects, or damages shall be reported to the Seller in writing within days of delivery. The return of the defective or damaged Object(s) shall be made at the Seller's expense.
The Seller must eliminate the discrepancies, defects, or damages of the Object(s) or replace the defective Object(s) within days from the date of return of the Objects by the Buyer.
WARRANTIES AND REPRESENTATIONS. The Seller represents and warrants that:
The Buyer represents and warrants that:
LIABILITY AND INDEMNIFICATION. Each Party agrees to indemnify, defend, and hold harmless the other Party from and against any and all claims, demands, losses, damages, and/or liabilities, including reasonable attorneys' fees, arising out of or related to any breach of this Contract or any negligent or willful act or omission of the indemnifying Party.
The Parties agree that each Party's total liability under this Contract shall be limited to the Purchase Price paid or to be paid for the Object(s), excluding any indirect, incidental, or punitive damages, unless otherwise prohibited by law.
The Parties agree to mitigate damages and take reasonable steps to minimize any loss or damage caused by any breach or default under this Contract.
Any Party seeking indemnification shall promptly notify the indemnifying Party in writing of any claim, demand, or action giving rise to an indemnification obligation.
DEFAULT. The occurrence of any of the following events shall constitute a material default under this Contract:
In the event of default of one Party, the other Party may terminate the Contract by providing written notice to the defaulting Party. This notice shall describe the essence of the default. The defaulting Party shall have days from the date of such a notice to cure the default. The failure to cure the default within the specified period shall result in the automatic termination of this Contract.
TERMINATION OF THE CONTRACT. This Contract shall commence on the Effective Date and shall continue until the date of transfer of the Object(s) to the Buyer unless terminated earlier following the terms of this Contract, but not before the Parties duly fulfill their obligations under the Contract.
Either Party may terminate this Contract without cause upon providing days prior written notice.
This Contract may be terminated as specified in the Default clause of this Contract.
In addition, either Party may terminate this Contract immediately upon written notice to the other Party if the other Party becomes insolvent or files for bankruptcy.
NOTICE. Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered personally or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one Party may have furnished to the other Party in writing, or to emails set forth below:
If to the Buyer:
If to the Seller:
Either Party may change the registered mail or email address for receipt of notices by giving written notice to the other Party. Notices shall be deemed received on the day of delivery if sent by hand or courier service or on the business day after the date of posting if sent by registered mail or email.
FORCE MAJEURE. Neither Party shall be liable for any failure to perform or delay in performing the obligations under this Contract if such failure or delay is caused by events of force majeure, including but not limited to acts of God, war, terrorism, strikes, lockouts, labor disputes, pandemics, epidemics, governmental regulations, or any other similar causes beyond the reasonable control of the affected Party.
In the case of force majeure, the affected Party shall immediately notify the other Party in writing and provide reasonable proof of the cause of the delay or inability to perform the obligations. The Party affected by force majeure shall endeavor to mitigate the consequences of such circumstances and resume the performance of obligations as soon as possible after the circumstances cease to exist.
If the force majeure circumstances last for more than days, either Party may terminate this Contract by giving written notice to the other Party. In this case, neither Party shall be liable to the other Party for any damages arising from the termination of this Contract.
GOVERNING LAW AND DISPUTE RESOLUTION. This Contract shall be governed by and interpreted in accordance with the laws of the State of , and any disputes arising out of or in connection with this Contract shall be exclusively resolved by the courts of the State of .
CONFIDENTIALITY. The Parties acknowledge that the existence and the terms of this Contract and any oral or written information disclosed by the Parties in connection with the preparation and execution of this Contract are considered confidential information. Each Party shall maintain the confidentiality of such information and shall not disclose it without the prior written consent of the other Party, except for the information that is in the public domain other than through the Party's unauthorized disclosure or shall be disclosed pursuant to the applicable laws and regulations or orders of the court or other governmental authorities.
This clause shall survive the termination or expiration of this Contract for any reason.
ADDITIONAL TERMS. .
SEVERABILITY. The invalidity or unenforceability of any provision of this Contract shall not affect the validity or enforceability of any other provision of this Contract.
ENTIRE CONTRACT. This Contract represents the entire agreement between the Parties and supersedes any prior oral or written agreements.
WAIVER. The failure of any Party to enforce a particular provision of this Contract shall not constitute a waiver of their right to enforce that provision in the future.
AMENDMENTS. This Contract may be amended or modified only by a written Contract signed by both Parties.
BINDING EFFECT. This Contract shall be binding upon the Parties and their respective successors and assigns according to the federal, state, and local law requirements.
ASSIGNMENT. Neither Party may assign this Contract or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld.
IN WITNESS WHEREOF, the Parties have executed this Contract as of the Effective Date.
THE BUYER , , USA ____________________________
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THE SELLER , , USA ____________________________
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