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PURCHASE ORDER

This Purchase Order (Agreement), dated as of April 30th, 2016, is by and between
United Traders Corporation (Seller), and Sarah Munir (Buyer). Seller and Buyer shall each
sometimes be referred to herein individually as a Party and collectively as the Parties.

1. Applicability.

1.1. This Agreement shall govern the sale of by Seller to Buyer of the machinery
specified on Exhibit A (the Machinery) pursuant to the specifications set forth thereon
(the Machinery Specifications).

2. Payment Terms.

2.1. The aggregate purchase price for the Machinery shall be Two Hundred and Five
Thousand U.S. Dollars ($205,000), which shall be payable in accordance with this
Section 2.

2.2. On the date hereof, Seller shall pay to Buyer One Hundred and Five Thousand
U.S. Dollars ($105,000) (the Deposit) by wire transfer of immediately available funds.
Buyer acknowledges and agrees that the Deposit is not refundable under any
circumstances, and, once paid, Buyer shall have no rights in or to such funds.

2.3. Prior to Buyers delivery by Seller of the Machinery, in accordance with the terms
hereof, Buyer shall pay to Seller One Hundred U.S. Dollars ($100,000) by wire transfer
of immediately available funds. Seller to deliver final machinery within 90 days of
receiving funds.

3. Delivery.

3.1. Seller shall, reasonably promptly (but in any event within ninety (90) calendar
days) following Sellers receipt of the Deposit, deliver to Buyer a sample specimen (the
Specimen, and, together with the Machinery, the Goods) of the Machinery, as set
forth in more detail on Exhibit A, including the specifications set forth thereon (the
Specimen Specifications, and, together with the Machinery Specifications, the
Machinery Specifications, the Specifications).

4. Delivery Location. The Goods shall be delivered by Buyer to Seller at the address set
forth in Section 22 (as such address may be changed from time to time in accordance
with such Section, the Delivery Location).

5. Title and Risk of Loss. Title passes to Buyer upon delivery of the Goods to the Delivery
Location. Buyer bears all risk of loss or damage to the Goods following the time the
Goods are placed by Seller with a common carrier at Sellers facility for delivery to
Buyer in accordance with the terms hereof.

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6. Warranties.

6.1. Seller warrants to Buyer that the Goods will: (a) conform to the applicable
Specifications; (b) be fit for their intended purpose and operate as intended; and (c) be
free and clear of all liens, security interests or other encumbrances.

6.2. Buyer makes no representations or warranties as to the Goods except as set forth
in this Agreement. WITHOUT LIMITING THE FOREGOING, BUYER MAKES NO
REPRESENTATION OR WARRANTY, AND SPECIFICALLY DISCLAIMS ANY
REPRESENTATION OR WARRANTY, WITH RESPECT TO THE GOODS,
INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED
REPRESENTATION OR WARRANTY AND ANY REPRESENTATION OR
WARRANTY AS TO MERCHANTABILITY, OR FITNESS FOR A PARTICULAR
PURPOSE OR THAT THE GOODS DO NOT INFRINGE ANY INTELLECTUAL
P R O P ERTY R I G H TS O F A N Y TH IRD PA RTIES . S ELLER H EREBY
ACKNOWLEDGES AND AGREES THAT BUYER HAS MADE, AND SELLER IS
RELYING UPON, ONLY THE REPRESENTATIONS AND WARRANTIES
EXPRESSLY SET FORTH IN SECTION 8.1.

7. General Indemnification.

7.1. Subject to the terms of this Agreement, Seller shall defend, indemnify and hold
harmless Buyer against any and all loss, injury, death, damage, liability, claim, deficiency,
action, judgment, interest, award, penalty, fine, cost or expense (collectively, Losses)
arising out of or occurring in connection with the Sellers gross negligence, bad faith or
breach of this Agreement.

7.2. Subject to the terms of this Agreement, Buyer shall indemnify, defend and hold
harmless Seller and its affiliates and subsidiaries and their respective officers, directors,
shareholders and employees from and against any and all Losses arising out each of (i)
Buyers use of the Goods, (ii) Buyers breach of its representations, warranties,
covenants, terms or conditions made or agreed to in this Agreement, and (iii) Buyers
business operations.

7.3. NO PARTY SHALL HAVE ANY LIABILITY HEREUNDER FOR ANY


SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR FOR
LOSS OF PROFITS OR REVENUES OR DIMINUTION OF VALUE EVEN IF SUCH
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS
OR DAMAGE.

7.4. SELLERS MAXIMUM LIABILITY TO BUYER, UNDER THIS SECTION 9,


OTHERWISE UNDER THIS AGREEMENT OR WITH RESPECT TO THE GOODS,
SHALL NOT EXCEED THE AGGREGATE PURCHASE PRICE (I.E., $US 205,000)
SET FORTH IN SECTION 3 HEREOF.

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8. Force Majeure. Seller shall not be liable to Buyer for any delay or failure in performing
its obligations under this Agreement to the extent that such delay or failure is caused by
an event or circumstance that is beyond the reasonable control of Seller, without Sellers
fault or negligence, and which by its nature could not have been foreseen by Seller or, if
it could have been foreseen, was unavoidable.

9. Assignment. Neither Party shall assign this Agreement without the prior written consent
of the other Party.

10. Relationship of the Parties. The relationship between the Parties is that of independent
contractors. Nothing contained in this Agreement shall be construed as creating any
agency, partnership, joint venture or other form of joint enterprise, employment or
fiduciary relationship between the Parties, and neither Party shall have authority to
contract for or bind the other Party in any manner whatsoever. No relationship of
exclusivity shall be construed from this Agreement.

11. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and
their respective successors and permitted assigns and nothing herein, express or implied,
is intended to or shall confer upon any other person or entity any legal or equitable right,
benefit or remedy of any nature whatsoever under or by reason of this Agreement.

12. Modification of Agreement. No amendment or modification of this Agreement shall be


effective unless in writing and signed by both Parties.

13. Entire Agreement. This Agreement constitutes the entire agreement among the Parties
with respect to the matters referred to herein and supersedes any and all prior agreements,
whether written or oral. There are no promises, representations, inducements or
statements between and among the Parties other than those that are expressly contained
or referenced herein.

14. Severability. In case any one or more of the provisions contained in this Agreement shall,
for any reason, be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect the other provisions of this
Agreement, and this Agreement shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein. If moreover, any one or more
of the provisions contained in this Agreement shall for any reason be held to be
excessively broad as to duration, geographical scope, activity or subject, it shall be
construed by limiting and reducing it, so as to be enforceable to the maximum extent
compatible with the applicable law as it shall then appear.

15. Waiver. Waiver by any Party hereto of any breach or default by the other Party of any of
the terms of this Agreement shall not operate as a waiver of any other breach or default,
whether similar to or different from the breach or default waived. No waiver of any
provision of this Agreement shall be implied from any course of dealing between the
Parties hereto or from any failure by either Party hereto to assert its or his rights
hereunder on any occasion or series of occasions.

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16. Interpretation of Agreement. The Parties hereto acknowledge and agree that this
Agreement has been negotiated at arms length and among Parties equally sophisticated
and knowledgeable in the matters dealt with in this Agreement, and that each Party has
consulted with, or knowingly waives the opportunity to consult with, legal counsel of
such Partys choosing. Accordingly, any rule of law or legal decision that would require
interpretation of any ambiguities in this Agreement against the Party that has drafted it is
not applicable and is waived. The provisions of this Agreement shall be interpreted in a
reasonable manner to effect the intent of the Parties as set forth in this Agreement.
Headings to sections in this Agreement are for the convenience of the Parties only and are
not intended to be part of or to affect the meaning or interpretation hereof.

17. Governing Law. All matters arising out of or relating to this Agreement shall be governed
by and construed in accordance with the internal laws of India.

18. Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or relating
to this Agreement shall be instituted in the competent courts located in Mumbai, India,
and each Party irrevocably submits to the exclusive jurisdiction of such courts in any
such suit, action or proceeding. Each Party agrees to the personal jurisdiction of such
courts and agrees not to raise any defense that any such claim, action or proceeding shall
not be held in any such court, including that any such court is not a convenient forum.

19. Notices. Any notice required or desired to be delivered under this Agreement shall be in
writing and shall be delivered personally or transmitted by electronic mail, by courier
service, by registered mail, return receipt requested, or by facsimile and shall be effective
upon actual receipt by the Party to which such notice shall be directed, and shall be
addressed as follows (or to such other address as the Party entitled to notice shall
hereafter designate in accordance with the terms hereof):

If to Seller:
Via email to UTC100UTC@yahoo.com
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If to Buyer:
Sarah Munir
7904 D-K Ranch Ct.
Austin, TX 78759
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22. Counterparts. This Agreement may be executed in two (2) or more counterparts (delivery
of which may be by facsimile or via email as a portable document format (.pdf)), each of
which will be deemed an original, and it will not be necessary in making proof of this

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Agreement or the terms of this Agreement to produce or account for more than one (1) of
such counterparts.

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[SIGNATURES FOLLOW ON NEXT PAGE]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed
this Agreement as of the date first above written.

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SELLER:

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UNITED TRADERS CORPORATION
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By:__________________________
Name:
Title:
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BUYER:

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Sarah Munir
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By:__________________________
Name:
Title:
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[Signature page to Purchase Order]
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146699.00101/102221969v.2
Exhibit A
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See SarahSpecs.pdf Attached

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