Sales Agreement
Sales Agreement
BETWEEN:
- AND -
Sale of Goods
1. The Seller will sell, transfer and deliver to the Buyer the following goods on or before
September 18, 2023 (the "Goods"):
Vehicle details:
New/Used: New
Make: Rolls-Royce
Year: 2023
Color: Black
VIN: SLATV4C0XPU215847
Services
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2. The Seller will also provide the following services to the Buyer:
Shipping.
Purchase Price
3. The Buyer will accept the Goods and pay for the Goods with the sum of $476,950.00 (USD)
(the "Purchase Price"), paid as follows:
4. The Seller and the Buyer both acknowledge the sufficiency of this consideration. In addition
to the Purchase Price specified in this Agreement, the amount of any present or future
use, excise, or similar tax applicable to the sale of the Goods will be paid by the Buyer, or
alternatively, the Buyer will provide the Seller with a tax exemption certificate acceptable
to the applicable taxing authorities.
5. The Purchase Price is inclusive of sales tax, and is payable by the Buyer unless the Buyer
provides the Seller with a tax exemption certificate acceptable to the applicable taxing
authorities, in which case the amount of sales tax will be subtracted from the Purchase
Price payable by the Buyer.
Payment
6. The deposit will be refunded to the Buyer if this transaction is not completed. Payment for
the Goods will be made to the Seller when the Buyer is notified that the Goods have been
delivered by the Seller to a carrier for shipment to the Buyer or, in the alternative, when
any document of title or registrable bill of sale, bearing any necessary endorsement, is
tendered to the Buyer.
Delivery of Goods
7. The Goods will be deemed received by the Buyer when delivered to the Buyer at 7234 W
North Ave, Elmwood Park, IL 60707, USA. The method of shipment will be within the
discretion of the Buyer. However, the Seller will only be responsible for the lesser of
truck freight or rail freight to the Buyer.
Risk of Loss
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8. Risk of loss will be on the Buyer from the time of delivery to the carrier. The Buyer will
provide, at its expense, insurance on the Goods insuring the Seller's and the Buyer's
interest as they appear, until payment in full to the Seller.
Warranties
9. The Seller makes no warranty as to the title of the Goods and the Buyer assumes all risks of
nonownership of the Goods by the Seller.
11. The Seller warrants that the Goods are now free and at the time of delivery will be free from
any security interest or other lien or encumbrance, except the security interest created in
this Agreement until the Seller is paid in full.
12. The Seller makes no warranty, and no warranty will be deemed to exist, that the Buyer holds
the Goods free of the claim of any third person that may arise from patent or trademark
infringement.
14. The Buyer has been given the opportunity to inspect the Goods or to have it inspected and
the Buyer has accepted the Goods in its existing condition.
Title
15. Title to the Goods will remain with the Seller until delivery and actual receipt of the Goods
by the Buyer 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 Buyer.
Security Interest
16. The Seller retains a security interest in the Goods until paid in full.
Inspection
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17. Inspection will be made by the Buyer at the time and place of delivery.
18. Any refund will not include costs of delivery or installation/de-installation. Those costs will
be borne by the Buyer.
Claims
19. The Buyer'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 Buyer of all claims
with respect to the Goods.
Remedies
21. The Buyer'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 Buyer.
Cancellation
22. The Seller reserves the right to cancel this Agreement:
Notices
23. Any notice to be given or document to be delivered to either the Seller or Buyer 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:
BUYER:
Mediation
24. If any dispute relating to this Agreement between the Seller and the Buyer is not resolved
through informal discussion within 14 days from the date a dispute arises, the parties
agree to submit the issue before a mediator. The decision of the mediator will not be
binding on the parties. Any mediator must be a neutral party acceptable to both the Seller
and the Buyer. The cost of any mediations will be shared equally by the parties.
General Provisions
25. Headings are inserted for convenience only and are not to be considered when interpreting
this Agreement. Words in the singular mean and include the plural and vice versa. Words
in the masculine mean and include the feminine and vice versa.
26. All representations and warranties of the Seller contained in this Agreement will survive the
closing of this Agreement.
27. The Buyer may not assign its right or delegate its performance under this Agreement without
the prior written consent of the Seller, and any attempted assignment or delegation
without such consent will be void. An assignment would change the duty imposed by this
Agreement, would increase the burden or risk involved and would impair the chance of
obtaining performance or payment.
28. This Agreement cannot be modified in any way except in writing signed by all the parties to
this Agreement.
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29. This Agreement will be governed by and construed in accordance with the laws of the State
of Washington, including the Washington Uniform Commercial Code and the Seller and
the Buyer hereby attorn to the jurisdiction of the Courts of the State of Washington.
30. 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 Washington on the date of execution of this Agreement.
31. 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.
32. This Agreement will inure to the benefit of and be binding upon the Seller and the Buyer and
their respective successors and assigns.
33. This Agreement may be executed in counterparts. Facsimile signatures are binding and are
considered to be original signatures.
35. This Agreement constitutes the entire agreement between the parties and there are no further
items or provisions, either oral or otherwise. The Buyer 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 matter.
IN WITNESS WHEREOF the parties have executed this Sales Agreement on this ________
day of ________________, ________.
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______________________________ ______________________________
(Witness) Danny Walker (Seller)
______________________________ ______________________________
(Witness) Jason Stallman (Buyer)