Winglets Sales Agreement Case Study
Winglets Sales Agreement
This Winglets Sales Agreement (this “Agreement”) dated as of the 23rd day of October, 2016, by and between CAROLINA MANUFACTURING AND DESING, INC. (“Seller”) referred to as Carolina, a small medium-sized corporation and EL – BUBBA (“Buyer”).
WITNESSETH:
WHERAS, Seller is engaged in the business of producing and selling winglets; and
WHERAS, Buyer proposes to purchase these winglets from Carolina for a period of no less than five years with the right to continue to do business in the many years to come.
WHERAS, in accordance with the terms and conditions of this Agreement, Seller is prepared to sell and deliver winglets to Buyer on a Firm Basis (as defined herein), and Buyer is prepared to purchase and receive winglets from Seller for the operation of home improvement project. NOW, THEREFORE, in consideration of the mutual …show more content…
covenants and Agreements herein contained, and intending to be legally bound, Seller and Buyer agree as follows:
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Section 1.0 Definitions.
“Agreement” means this contract for the purchase and sale of Goods.
“Buyer” means EL – BUBBA and its successors and permitted assigns.
“Goods” means the winglets that Carolina, the Seller, is selling to El-Bubba, the Buyer.
“Seller” means CAROLINA MANUFACTURING AND DESING, INC. formed and existing in accordance with the laws of Charlotte, North Carolina and its successors and permitted assigns as Seller hereunder.
“Force Majeure” means any act of God; strikes, lockouts, or other disturbances, acts of the public enemy, wars, blockades, riots, epidemics, lightning, earthquakes, fires, storms, floods, arrests and restraints of governments and people, civil disturbances, explosions, etc. Anything that is out of the Seller’s control is considered a force majeure.
Section 1.2 Seller’s Conditions.
Seller in its sole discretion may cancel this Agreement without obligation or liability by Notice to buyer if Buyer does not perform and fulfill all of its covenants set out in this Agreement as of the time specified herein.
Section 1.3 Buyer’s Conditions.
Buyer in its sole discretion may cancel this Agreement without obligation or liability by Notice to buyer if Seller does not perform and fulfill all of its covenants set out in this Agreement as of the time specified herein.
Section 1.5 Purchase, Sale and Shipment.
Subject to all of the terms, conditions and limitations set forth in this Agreement, commencing on the initial delivery date, Seller shall sell, deliver or cause to be delivered to Buyer on a firm basis and Buyer shall purchase, receive or cause to be received 10,000 winglets to be delivered once a year beginning with the first order to be shipped on January 1st 2016.
Because Bubba is getting a great price on the Goods, the Buyer will cover the cost of getting the winglets from Carolina for a period of no less than five years with the right to continue to do business in the future.
Section 1.6 Payment.
The purchase price shall be paid in its entirety annually, once a year or once every 12 months prior to shipment. The first payment should be complete and received to Seller before first shipment is made which is scheduled for the first of January for the next five years.
Section 1.7 Taxes and Duties.
Buyer shall be responsible for the payment of any applicable taxes or duties that may be levied by relevant government authorities.
Section 1.4 Cancellation.
The Seller reserves the right to cancel this Agreement under three circumstances: if the Buyer fails to pay for any goods and shipment when due, if the Seller deems that its prospect of payment is impaired and in the event of the Buyer’s insolvency or bankruptcy. Likewise, the Buyer can cancel this Agreement if Seller does not supply the Goods as written in the Agreement.
Section 1.7 Insurance.
Until the Buyer’s gets title of the Goods, the Seller must have insurance coverage for the Goods. Once the Goods are given to the carrier, the Buyer is responsible to have the Goods insured as it is now in the Buyer’s possession.
Section 1.8 Risk of Loss
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.
Section 1.9 Warranties
The buyer has the opportunity to inspect the Goods or to have it inspected twice. The first inspection is done at the Seller’s location as the winglets are being created and the second will be upon receiving the Goods. If the Goods are damaged or need repair, it is the Seller’s responsibility to get the Goods in its best condition. Once inspected the goods are the Buyer’s AS IS and the seller expressly disclaims all warranties, whether expressed or implied, including but not limited to, any implied warranty. The seller does not assume, or authorize any other person to assume on the behalf of the seller, any liability in connection with the sale of the Goods.
Section 1.10 Security Interest
A security interest of the Goods is retained to the Seller until paid in full.
Section 1.11 Force Majeure finals
If the Seller and/or Buyer is rendered wholly or partially unable to perform its obligations under this Agreement because of an Event of Force Majeure, the Seller and/or Buyer shall be excused from whatever performance is affected including but not limited to, labor disputes, transportation shortage, delays in receipt of material, fires, war, accidents, and other causes beyond the control of the Buyer, Seller or its suppliers.
The non-performing party shall exercise all reasonable efforts to continue to perform its obligations under this Agreement and to remedy its inability to perform.
If the non-performing party, in its sole judgment, is prevented directly or indirectly on account of any cause beyond its control, from delivering the Goods at the time specified, then the Seller will have the right to terminate this Agreement by notice in writing to the Buyer if no remedy can be provided. The notice to Buyer will be accompanied by full refund of all sums paid by the Buyer pursuant to this Agreement and vice versa if the Buyer doesn’t perform to its obligations.
Section 1.12
Arbitration
Any controversy or Claim arising out of or relating to this contract or contract warranty or the breach thereof which cannot be resolved by mediations shall be settled by arbitration administered by the American Arbitration Association and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
Section 1.12 Entire Agreement
This contract constitutes the entire Agreement between the parties, and supersedes any and all prior Agreements or representations, whether oral or written, concerning the subject matter of this contract. No amendment, addition or deletion of this Agreement shall be effective unless in writing and executed by both parties.
This Winglets Sales Agreement (this “Agreement”) dated as of the 23rd day of October, 2016, by and between CAROLINA MANUFACTURING AND DESING, INC. (“Seller”) referred to as Carolina, a small medium-sized corporation and EL – BUBBA (“Buyer”).
WITNESSETH:
WHERAS, Seller is engaged in the business of producing and selling winglets; and
WHERAS, Buyer proposes to purchase these winglets from Carolina for a period of no less than five years with the right to continue to do business in the many years to come.
WHERAS, in accordance with the terms and conditions of this Agreement, Seller is prepared to sell and deliver winglets to Buyer on a Firm Basis (as defined herein), and Buyer is prepared to purchase and receive winglets from Seller for the operation of home improvement project. NOW, THEREFORE, in consideration of the mutual …show more content…
covenants and Agreements herein contained, and intending to be legally bound, Seller and Buyer agree as follows:
- Figure out the numbering issu
Section 1.0 Definitions.
“Agreement” means this contract for the purchase and sale of Goods.
“Buyer” means EL – BUBBA and its successors and permitted assigns.
“Goods” means the winglets that Carolina, the Seller, is selling to El-Bubba, the Buyer.
“Seller” means CAROLINA MANUFACTURING AND DESING, INC. formed and existing in accordance with the laws of Charlotte, North Carolina and its successors and permitted assigns as Seller hereunder.
“Force Majeure” means any act of God; strikes, lockouts, or other disturbances, acts of the public enemy, wars, blockades, riots, epidemics, lightning, earthquakes, fires, storms, floods, arrests and restraints of governments and people, civil disturbances, explosions, etc. Anything that is out of the Seller’s control is considered a force majeure.
Section 1.2 Seller’s Conditions.
Seller in its sole discretion may cancel this Agreement without obligation or liability by Notice to buyer if Buyer does not perform and fulfill all of its covenants set out in this Agreement as of the time specified herein.
Section 1.3 Buyer’s Conditions.
Buyer in its sole discretion may cancel this Agreement without obligation or liability by Notice to buyer if Seller does not perform and fulfill all of its covenants set out in this Agreement as of the time specified herein.
Section 1.5 Purchase, Sale and Shipment.
Subject to all of the terms, conditions and limitations set forth in this Agreement, commencing on the initial delivery date, Seller shall sell, deliver or cause to be delivered to Buyer on a firm basis and Buyer shall purchase, receive or cause to be received 10,000 winglets to be delivered once a year beginning with the first order to be shipped on January 1st 2016.
Because Bubba is getting a great price on the Goods, the Buyer will cover the cost of getting the winglets from Carolina for a period of no less than five years with the right to continue to do business in the future.
Section 1.6 Payment.
The purchase price shall be paid in its entirety annually, once a year or once every 12 months prior to shipment. The first payment should be complete and received to Seller before first shipment is made which is scheduled for the first of January for the next five years.
Section 1.7 Taxes and Duties.
Buyer shall be responsible for the payment of any applicable taxes or duties that may be levied by relevant government authorities.
Section 1.4 Cancellation.
The Seller reserves the right to cancel this Agreement under three circumstances: if the Buyer fails to pay for any goods and shipment when due, if the Seller deems that its prospect of payment is impaired and in the event of the Buyer’s insolvency or bankruptcy. Likewise, the Buyer can cancel this Agreement if Seller does not supply the Goods as written in the Agreement.
Section 1.7 Insurance.
Until the Buyer’s gets title of the Goods, the Seller must have insurance coverage for the Goods. Once the Goods are given to the carrier, the Buyer is responsible to have the Goods insured as it is now in the Buyer’s possession.
Section 1.8 Risk of Loss
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.
Section 1.9 Warranties
The buyer has the opportunity to inspect the Goods or to have it inspected twice. The first inspection is done at the Seller’s location as the winglets are being created and the second will be upon receiving the Goods. If the Goods are damaged or need repair, it is the Seller’s responsibility to get the Goods in its best condition. Once inspected the goods are the Buyer’s AS IS and the seller expressly disclaims all warranties, whether expressed or implied, including but not limited to, any implied warranty. The seller does not assume, or authorize any other person to assume on the behalf of the seller, any liability in connection with the sale of the Goods.
Section 1.10 Security Interest
A security interest of the Goods is retained to the Seller until paid in full.
Section 1.11 Force Majeure finals
If the Seller and/or Buyer is rendered wholly or partially unable to perform its obligations under this Agreement because of an Event of Force Majeure, the Seller and/or Buyer shall be excused from whatever performance is affected including but not limited to, labor disputes, transportation shortage, delays in receipt of material, fires, war, accidents, and other causes beyond the control of the Buyer, Seller or its suppliers.
The non-performing party shall exercise all reasonable efforts to continue to perform its obligations under this Agreement and to remedy its inability to perform.
If the non-performing party, in its sole judgment, is prevented directly or indirectly on account of any cause beyond its control, from delivering the Goods at the time specified, then the Seller will have the right to terminate this Agreement by notice in writing to the Buyer if no remedy can be provided. The notice to Buyer will be accompanied by full refund of all sums paid by the Buyer pursuant to this Agreement and vice versa if the Buyer doesn’t perform to its obligations.
Section 1.12
Arbitration
Any controversy or Claim arising out of or relating to this contract or contract warranty or the breach thereof which cannot be resolved by mediations shall be settled by arbitration administered by the American Arbitration Association and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
Section 1.12 Entire Agreement
This contract constitutes the entire Agreement between the parties, and supersedes any and all prior Agreements or representations, whether oral or written, concerning the subject matter of this contract. No amendment, addition or deletion of this Agreement shall be effective unless in writing and executed by both parties.