Sales Agreement
THIS SALES AGREEMENT dated this…Wednesday day of 4th of October 2023.
BETWEEN:
B-team of C, del Sagrado Corazón, 28280 El Escorial, Madrid,
España
(the ¨Seller¨)
OF THE FIRST
PART
-AND-
Alpha team of C. Nardos, 28850 Torrejón de Ardoz, Madrid,
España
(the ¨buyer¨)
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. The Seller Will sell, transfer, and deliver to the Buyer the following goods on or
before October 5, 2023 (the ¨Goods¨):
- A Picasso painting ¨a child could draw this¨. Salvador Dali painting
¨Encarna de noche and Pantoja and Bad bunny painting of C. Brawl
Purchase Price
2. The Buyer Will accept the Goods and pay for the Goods with the sum of $
130.00 (USD) (the ¨Purchase Price¨), paid by bank draft as required in clause 5
of this Agreement.
3. The Seller and the Buyer both acknowledge the sufficiency of this consideration.
In addition to the Purchase Price specifies 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.
4. 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 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
5. The Buyer Will make payment for the Goods at the time when, and at the place
where, the Goods are received by the Buyer or, in the alternative, when any
document f title or registrable Bill of sale, bearing any necessary endorsement, is
tendered to the Buyer.
Delivery of Goods
6. The Goods Will be deemed received by the Buyer when delivered to the Buyer
at [Link], 28870 Torrejón de Ardoz, Madrid, España. 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
7. 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 ensuring the Seller´s
and the Buyer´s interest as they appear, until payment in full to the Seller.
Warranties
8. The Seller makes no warranty as to the title of the Goods and the Buyer assumes
all risks of non-ownership of the Goods by the Seller.
9. The Seller warrants that the Goods will be fit for the purposes for which such
goods are ordinary intended.
10. The Seller warrants that the Goods will be delivered free of the rightful claim of
any person arising from patent or trademark infringement.
11. EXCEPT FOR THE ABOVE WARRANTIES, NO OTHER WARRANTY
(WHETHER EXPRESSED, IMPLIED OR STATUTORY) IS MADE BY THE
SELLER REGARDING THE GOODS. The Seller’s above disclaimer of warranties
dos not, in any way, affect the terms of any applicable warranties from the
manufacturer of the Goods.
12. The Buyer has been given the opportunity to inspect the Goods or to have
inspected and the Buyer has accepted the Goods in its existing condition
Title
13. 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 the
title or registrable bill of sale of the Goods, bearing any necessary endorsement, to
the buyer.
Security Interest
14. The Seller retains a security interest in the Goods until paid in full.
Inspection
15. Inspection will be made by the Buyer as the time and place of delivery.
16. Any refund will not include costs of delivery or installation/de-installation.
Those costs will be borne by the Buyer.
Claims
17. The Buyer´s failures 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 Bayer of all claims with respect to the Goods.
Excuse for Delay or Failure to Perform
18. 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 the causes beyond the control of the Seller
or suppliers. If the Seller, in its own judgement, will be prevented directly or
indirectly, on account of any case beyond its control, from delivering the Goods at
the time specified or within one month after the date of this Agreement, then the
Seller will have the right to terminate this Agreement by notice in writing to the
Buyer, which notice will be accompanied by full refund of all sums paid by the
Buyer pursuant to this Agreement, In all other cases, if the Seller fails to deliver the
Goods to the Buyer within the time and manner specified in this Agreement, the
Buyer may provide written notice of the default to the Seller. If within seven days of
the notice being received, or within such other time period as agreed to by the
parties, the default is not corrected, the Buyer may immediately terminate this
Agreement.
Remedies
19. The Buyers 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
20. The Seller reserves the right to cancel this Agreement:
A) if the Buyer fails to pay for any shipment when due.
B) in the event of the Buyer´s insolvency or bankruptcy; or
C) if the Seller deems that its prospect of payment in impaired
Notices
21. 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 send by
prepared registrated mail to the address specifical below: Any written notice or
delivery of document will have been given and received on the day of the delivery if
delivered personally, or on the third (3 rd)consecutive business day next following the
date of mailing if sent by prepaid registered mail:
SELLER.
B-Team of of C, del Sagrado Corazón, 28280 El Escorial, Madrid, España
BUYER
Alpha team of C. Nardos,28850 Torrejón de Ardoz, Madrid, España
Mediation
22. 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
[Link] 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
24. All representations and warranties of the Seller contained in this Agreement will
survive the closing of this Agreement.
25. 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.
26. This Agreement cannot be modified in any way except in writing signed by all
the parties to this Agreement.
27. This Agreement will be governed by and construed in accordance with the laws
of the State of Texas, including the Texas Uniform Commercial Code and the Seller
and the Buyer hereby attorn to the jurisdiction of the Courts of the State of Texas
28. 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 Texas on the date of execution of this Agreement.
29. 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 frog. force and effect.
30. This Agreement will inure to the benefit of and be binding upon the Seller and
the Buyer and their respective successors and assigns.
31. This Agreement may be executed in counterparts. Facsimile signatures are
binding and are considered to be original signatures.
32. Time is of the essence in this Agreement.
33. 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
Wednesday day of 4th of October 2023.
(Witness) B-Team (Seller)
(Witness) Alpha Team (Buyer)