2. PURCHASE PRICE AND PAYMENT.
7. TITLE.
The title to the Goods shall remain with the Seller until the Buyer pays the Purchase Price in full to the Seller.
8. LIMITATION OF LIABILITY.
In no event, either party shall be liable to the other party or any third party for any indirect or consequential damages including, but not limited to loss of business, costs of delay, or failure of delivery, resulting from any part of this Contract in any way.
9. INDEMNIFICATION.
Each Party indemnifies and holds the other Party and its authorized persons harmless from and against all losses suffered or incurred by them arising out of or in connection with this Contract.
10. CONFIDENTIALITY.
(a) The Buyer shall agree that it shall not use the Seller’s data for the manufacture or procurement of the Goods that are subject to this Contract.
(b) The Buyer agrees that it will not disclose or make available to any third party any of the Seller’s data or other information set forth in this Contract, which is proprietary to the Seller, without obtaining the Seller’s prior written consent.
11. CANCELLATION.
The Buyer shall reserve the right to cancel this Contract affected by the default of the Seller or any suspicion or insolvency of the Seller’s operations or any petition filed or proceeding or suit commenced by or against the Seller under any state or federal law relating to any arrangement, bankruptcy, organization, receivership or assignment for the benefit of creditors.
12. ARBITRATION.
In the event of any dispute arising in and out of this Contract between the Parties, it shall be resolved by arbitration. There shall be [Number of Arbitrators] arbitrator(s), who shall be appointed by [Arbitration Appointing Party Name]. The venue of arbitration shall be [Location of Arbitration], and the Seat shall be [State of Seat]. The arbitrator(s)' decision shall be final and binding on both Parties.
13. ASSIGNABILITY.
Neither Party shall assign this Contract or any portion thereof without the advance, written consent of the other Party, which consent shall not be unreasonably withheld. The non-assigning Party shall not have any obligation to an assignee of the assigning Party unless such consent is obtained.
14. NOTICES.
Any notice required to be given under this Agreement shall be delivered by certified mail or personal delivery.
15. FORCE MAJEURE.
Neither Party shall be liable for any failure in the performance of the obligation under this Contract due to cause beyond that Party's reasonable control (including and not limited to any pandemic, fire, strike, act or order of public authority, and other acts of God) during the pendency of such event.
16. MODIFICATION.
No modification of this Contract shall be made unless in writing, signed by both Parties.
17. SEVERABILITY.
If any term, clause, or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, all other terms will remain in full force and effect until the Contract’s termination.
18. GOVERNING LAW AND JURISDICTION.
This Contract constitutes the entire understanding of the Parties, revokes and supersedes all prior Contracts between them, and is intended as a final expression of their Contract. It shall not be modified or amended except in writing, signed by the Parties hereto, and specifically referring to this Contract. This Contract shall take precedence over any other documents that may conflict with it.
ACCEPTANCE AND SIGNATURE.
The Parties hereby agree that they have understood the terms and conditions of this Contract and demonstrate their agreement to the same by signing below.
[Buyer Company Name]
[Seller Company Name]
Name:
Name:
Signature:
Signature:
Date:
Date:
Sales Contract Template
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