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Sales Agreement

THIS SALES AGREEMENT (the "Agreement") dated this _____ day of March, 2006

BETWEEN:

|Brenda’s Widgets of 123 Main Street, Podunk, Iowa | |OF THE FIRST PART | |- AND - | |Jim’s Hardware of 456 First Street, Secondville, Michigan | |OF THE SECOND PART |

IN CONSIDERATION OF THE COVENANTS and agreements contained in this Sales Agreement, the parties to this Agreement agree as follows:

Sale of Goods
1. Brenda’s Widgets will sell, transfer and deliver to the Purchaser on or before June 1, 2013, the following goods: 10,000 Widgets

Purchase Price
2. Jim’s Hardware will accept the Widgets and pay for the Widgets with the sum of fifty thousand ( $50,000.00 ) USD, paid as follows: a. down payment of $5,000.00 on December 18, 2012; and b. the remainder of the purchase price by certified check as required in clause 4 of this Agreement.

3. Brenda’s Widgets and Jim’s Hardware both acknowledge the sufficiency of this consideration. In addition to the purchase price specified in this Agreement, the amount of any present or future sales, use, excise or similar tax applicable to the sale of the Goods will be paid by the Purchaser, or alternatively, the Purchaser will provide the Seller with a tax exemption certificate acceptable to the applicable taxing authorities.

4. Payment for the Goods will be made to the Brenda’s Widgets when the Jim’s Hardware is notified that the Widgets have been delivered by Brenda’s Widgets to a carrier for shipment to Jim’s Hardware or, in the alternative, when any document of title or registrable bill of sale, bearing any necessary endorsement, is tendered to Jim’s Hardware.

Delivery of Goods
5. The Widgets will be deemed received by Jim’s Hardware when delivered to the Jim’s Hardware at 123 Main Street, Podunk, Iowa. The method of shipment will be within the discretion of the Purchaser. However, the Seller will only be responsible for the lesser of truck freight or rail freight to the Purchaser.

Risk of Loss
6. Risk of loss will be on the Purchaser from the time of delivery to the carrier. The Purchaser will provide at its expense insurance on the Goods insuring the Seller's and the Purchaser's interest as they appear, until payment in full to the Seller.

Warranties
7. The Widgets will be inspected by the Purchaser upon delivery. I upon inspection the Seller will replace any Widgets that are not in a condition that satisfies the Purchasers needs. If the Widgets are not able to be replaced then a refund for the damaged Widgets.

Title
8. Title to the Goods will remain with the Seller until delivery and actual receipt of the Goods by the Purchaser or, in the alternative, the Seller delivers a document of title or registrable Bill of Sale of the Goods, bearing any necessary endorsement, to the Purchaser.

Security Interest
9. The Seller retains a security interest in the Goods until paid in full.

Inspection
10. Inspection will be made by the Purchaser at the time and place of delivery.

Claims
11. The Purchaser's failure to give notice of any claim within 10 days from the date of delivery will constitute an unqualified acceptance of the Goods and a waiver by the Purchaser of all claims with respect to the Goods.

Excuse for Delay or Failure to Perform
12. The Seller will not be liable in any way for any delay, non-delivery or default in shipment due to labor disputes, transportation shortage, delays in receipt of material, priorities, fires, accidents and other causes beyond...
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