CONTRACT FOR SALE OF USED EQUIPMENT
THIS AGREEMENT between R.A.B. Industries, Inc. of Washington Township, Michigan ("Seller"), and you as the potential purchaser ("Buyer"). R.A.B. Industries, Inc. agrees to sell and Buyer agrees to purchase and accept the used equipment specified, in your offer AS IS and WITH ALL FAULTS upon the following terms and conditions.
REMOVAL: In the event Buyer does not furnish Seller shipping instructions on or before 30 days from for removal of the equipment sold hereunder. Seller shall have the right, at its sole option, to either cancel the contract and retain any deposit as liquidated damages, or resell the equipment and charge Buyer any damages Seller may sustain on account of such failure to remove the equipment, or Seller may arrange to deliver the equipment to Buyer and charge Buyer all shipping charges and attendant costs of delivery, or store the equipment at a facility and location of Seller's choosing and charge Buyer for all storage fees and costs. Seller may elect and perform any of the above mentioned remedies without first asking Buyer for shipping instructions or making inquiry thereof. Time is of the essence in performing this contract.
INSPECTION: Buyer acknowledges that the goods covered by this quotation and/or invoice are used goods, neither designed nor manufactured by Seller. As Seller does not know of the specific application of the equipment by Buyer, Buyer acknowledges that it is the Buyer's responsibility to have inspected the equipment as set forth in the acknowledgment on the face of the invoice for purchase of this equipment, and that it is the Buyer's responsibility to provide proper safety devices and equipment for the intended application or use, so as to protect the operator and others from harm, and to comply with all federal, state, and local government laws, rules, and regulations relating to safety standards, and all industry safety standards.
DISCLAIMER: THE GOODS SOLD HEREIN ARE NOT WARRANTED TO BE MERCHANT ABLE OR FIT FOR ANY PARTICULAR PURPOSE WHATSOEVER, AND THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION OF THE EQUIPMENT ON THE FACE HEREOF.
SELLER: R.A.B. Industries, Inc. Buyer acknowledges that prior to executing this contract, Buyer was afforded the opportunity to inspect the equipment as fully as Buyer desired, and Buyer inspected the equipment, which was fully and freely accessible to Buyer, and/or Buyer refused such inspection and agrees to the purchase of the equipment “As Is", and "With All Faults". Buyer waives any rights to reject the equipment or to revoke acceptance of the equipment.
SELLER GIVES NO EXPRESS WARRANTY EXCEPT WARRANTY OF TITLE. OWNER DISCLAIMS ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS. THE EQUIPMENT IS SOLD AS IS AND WITH ALL FAULTS.
INDEMNIFICATION: Buyer agrees to indemnify, hold harmless and defend Seller from and against any and all claims, liabilities, or lawsuits, and all costs and expenses incurred in connection therewith, including attorney fees, arising out of the use of, or in any way involving, injury or accident occasioned by said equipment. Said agreement includes, but is not limited to, the duty to indemnify, hold harmless and defend Seller if any of the following situations: claims involving or alleging improper or negligent design, maintenance, construction, reconstruction, repair, alteration, or modification of the equipment by Seller, its agents or employees; claims involving or alleging breach of any implied warranty of merchantability, fitness for purpose, or safety of the equipment; claims involving allegations of failure, negligent or otherwise, on the part of seller to equip said equipment with safety devices as required by federal, state, or local governmental statutes, rules or regulations, or as is customary in the trade; and claims involving or alleging negligence by seller, either alone or jointly with buyer or any other person, firm, or organization. Buyer specifically agrees to indemnify, hold harmless and defend seller from any and all claims alleging negligence on the part of the seller and waives benefit of any laws, rules, or regulations contrary to, or in limitation of, this agreement. The covenants expressed herein shall be severable, and any determination that any of the covenants recited herein are invalid for any reason, now or in the future, shall not affect the validity of the remaining covenants.
RISK OF LOSS: Risk of loss shall pass to buyer at the time of delivery of the goods to the carrier.
TITLE: Title to the goods herein passes to the buyer at the time and place at which seller completes its performance with reference to physical delivery of the goods to a carrier. Buyer authorizes seller to execute and file any financing statements and any other documents necessary to perfect seller's security interest in the goods sold hereunder until full payment of the purchase price by buyer.
FORCE MAJEURE: Seller shall not be liable for its failure to perform hereunder due to any contingency beyond its reasonable control, including acts of God, fires, floods, wars, sabotage, accidents, labor disputes or shortages, governmental laws, ordinances, rules and regulations, whether valid or invalid (including, but not limited to priorities, requisitions, allocations, and price adjustment restrictions). Inability to obtain material, equipment or transportation, and any other
TAXES: All federal, state, and local taxes (including without limiting the generality of the foregoing sales, use and excise taxes) which seller is required to pay or collect or for which seller shall become liable with respect to the sale, purchase, loading, removal, storage, use, consumption or transportation of equipment sold hereunder shall be for buyer's account.
ENTIRE AGREEMENT: This document represents the entire agreement of the parties regarding the listed items. All prior or contemporaneous agreements, representations, and understandings with respect to this purchase and equipment sold hereunder are merged herein. All equipment sold is listed above. Accessory or electrical equipment, tools, dies, etc., are not included unless specifically listed herein. This agreement may only be changed by a writing signed by all parties.
CANCELLATION: This contract may not be cancelled without seller's written consent.
GOVERNING LAW: This agreement shall be constructed, enforced and performed in accordance with the applicable laws of the United States of America, and the State of Michigan.
NON-ASSIGNABILITY: Buyer may not assign any of its rights or delegate any of its duties hereunder without the prior written consent of seller and any purported assignment or delegation without such consent shall be void.
REPRESENTATIVE OF BUYER: Buyer warrants and represents that the price stated on the first page of this sales order is the total price paid for the used equipment. Buyer has neither paid, nor promised to pay, any other commission or payment to seller or seller's representative in connection with this purchase and sale.
SEVERABILITY: If any one or more provisions of this agreement shall be held invalid or unenforceable, then the legal enforceability of all the provisions of this agreement shall not be affected by it.
BUYER ACKNOWLEDGES THROUGH THE EXECUTION OF THIS AGREEMENT THAT SELLERS OFFER IS EXPRESSLY LIMITED TO BUYERS ACCEPTANCE OF THE TERMS OF THIS OFFER, ONLY, AND THAT ANY ADDITIONAL TERMS SHALL NOT BECOME PART OF THIS TRANSACTION. BUYER ACKNOWLEDGES BY THE EXECUTION OF THIS AGREEMENT THAT NO ADDITIONAL TERMS ARE ACCEPTABLE TO THE SELLER AND NOTIFICATION OF SELLER'S OBJECTION TO ANY PROPOSED ADDITIONAL TERMS HAS ALREADY BEEN PROVIDED TO THE BUYER.