Sales Agreement
Sales Agreement
THIS SALES AGREEMENT (the "Agreement") dated this ________ day of ________________,
________
BETWEEN:
______________ of _________________________________________________
( the "Seller")
- AND -
Sale of Goods
1. The Seller will sell, transfer and deliver to the Buyer the following goods, and perform the below
services, on or before May 16, 2024 (the "Goods"):
- One sound: 2.5 year old, 16+ hand chesnut Belgian Draft Colt.
Services
2. The Seller will also provide the following services to the Buyer:
- meeting half way between Spokane and Kelso Washington for purchase exchange.
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Purchase Price
3. The Buyer will accept the Goods and pay for the Goods with the sum of $3,500.00 (USD) (the
"Purchase Price"), paid by cash as required in clause 6 of this Agreement.
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 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 of title or registrable bill of
sale, bearing any necessary endorsement, is tendered to the Buyer.
Delivery of Goods
7. The Goods will be delivered to Moses Lake, WA 98837, USA. The Seller agrees to furnish the
facilities and at its cost to load the Goods on trucks furnished by the Buyer. 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
8. The risk of loss from any casualty to the Goods, regardless of the cause, will be on the Seller
until the Goods have been received by the Buyer. 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 warrants that: (1) the Seller is the legal owner of the Goods; (2) the Seller has the
right to sell the Goods; and (3) the Seller will warrant and defend the title of the Goods against
any and all claims and demands of all persons.
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10. The Seller warrants that the Goods will be fit for the purpose for which such goods are ordinarily
intended.
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
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.
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Excuse for Delay or Failure to Perform
20. 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 the control of the Seller or its suppliers. If the Seller, in its sole
judgment, will be prevented directly or indirectly, on account of any cause 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 (7) 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
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:
- ______________ of _________________________________________________
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BUYER:
Additional Provisions
24. Horse delivered will be that matching the Colt being ridden by sellers in video provided to buyer
on 5/14/24.
25. Colt is promised by seller as green broke and mountable to be demonstrated upon pickup.
26. Buyer declines pre purchase vet exam accepting sellers verbal promise of no lameness and is
physically sound.
General Provisions
27. 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.
28. All representations and warranties of the Seller contained in this Agreement will survive the
closing of this Agreement.
29. 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.
30. This Agreement cannot be modified in any way except in writing signed by all the parties to this
Agreement.
31. 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.
32. 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
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Washington on the date of execution of this Agreement.
33. 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.
34. This Agreement will inure to the benefit of and be binding upon the Seller and the Buyer and
their respective successors and assigns.
35. This Agreement may be executed in counterparts. Facsimile signatures are binding and are
considered to be original signatures.
37. 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
________________, ________.
______________________________ ______________________________
(Witness) Sarah Buckley-Fowler (Buyer)
______________________________ ______________________________
(Witness) ______________ (Seller)
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