Brenda's Widgets Inc.: A Case Study

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Brenda's Widgets Inc.: A Case Study
Sales Agreement
THIS SALES AGREEMENT (the "Agreement") dated this _____ day of March, 2006

Brenda’s Widgets, Inc. (BWI) of 123 Main St., Podunk, Iowa
(the 'Seller')
- AND -
Jim Doe of 456 First St., Secondville, Michigan
(the 'Purchaser')

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

Sale of Goods
1. The Seller will sell, transfer and deliver to the Purchaser, at his place of business, on or before June 1, 2007, the following goods (the 'Goods'):
10,000 widgets.

Purchase Price
2. The Purchaser will accept the Goods and pay for the Goods with the sum of fifty thousand ( $50,000.00 ) USD, paid as follows:
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The Purchaser's exclusive remedy and the Seller's limit of liability for any and all losses or damages resulting from defective goods or from any other cause will be for the purchase price of the particular delivery with respect to which losses or damages are claimed, plus any transportation charges actually paid by the Purchaser.

10. Any notice to be given or document to be delivered to either the Seller or Purchaser pursuant to this Agreement will be sufficient if delivered personally or sent by prepaid registered mail to the address specified below. Any written notice or delivery of documents will have been given, made and received on the day of delivery if delivered personally, or on the third (3rd) consecutive business day next following the date of mailing if sent by prepaid registered mail:

SELLER: 123 Main St., Podunk, Iowa 30000
PURCHASER: 456 First St., Secondville, Michigan 40000
11. All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the state of Michigan. An award of arbitration may be confirmed in a court of competent jurisdiction.

12. The Substantive law of the arbitration shall be the law of
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This Agreement cannot be modified in any way except in writing signed by all the parties to this Agreement.
15. This Agreement will be governed by and construed in accordance with the laws of the State of Michigan, including the Uniform Commercial Code and the Seller and the Purchaser hereby attorn to the jurisdiction of the Courts of the State of Michigan.
16. Except where otherwise stated in this Agreement, all terms employed in this Agreement will have the same definition as set forth in the Uniform Commercial Code in effect in the State of Michigan on the date of execution of this Agreement.
17. If any clause of this Agreement is held unconscionable by any court of competent jurisdiction, arbitration panel or other official finder of fact, the clause will be deleted from this Agreement and the balance of this Agreement will remain in full force and effect.
18. This Agreement will inure to the benefit of and be binding upon the Seller and the Purchaser and their respective successors and assigns.
19. Time is of the essence in this Agreement.
20. This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise. The Purchaser acknowledges that it has not relied upon any representations of the Seller as to prospective performance of the Goods, but has relied upon its own inspection and investigation of the subject

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