Sale of Goods Agreement

SALE OF GOODS AGREEMENT

This SALE OF GOODS AGREEMENT made effective as of ________,

BETWEEN:

________
a Corporation incorporated under the laws of Canada

(hereinafter the "Seller")

OF THE FIRST PART

-AND-

________

(hereinafter the "Buyer")

OF THE SECOND PART

(hereinafter collectively referred to as the "Parties")

WHEREAS the Seller is rightfully possessed of the Goods hereinafter described, and has contracted and agreed to sell, bargain, assign, and transfer the same to the Buyer;

AND WHEREAS the Buyer wishes to obtain and purchase such Goods from the Seller;

NOW THEREFORE, in consideration of the promises and the mutual covenants contained herein, and for other valuable consideration (the receipt and adequacy of which is hereby acknowledged), the Parties hereto agree as follows:

ARTICLE 1
GOODS

1.1. The Parties hereto acknowledge that the Goods being sold under this contract are the following:

________

1.2. The above Goods subject to this Agreement a sale of existing Goods by sample. The Buyer inspected the sample on ________, and was satisfied therewith.

ARTICLE 2
ACCEPTANCE

2.1. The Buyer, in inspecting such Goods sold by sample, is deemed to have accepted to purchase the same. Notwithstanding such inspection of the sample, if the Goods delivered in a manner that deviates from the inspected Goods, the Buyer shall be entitled to refuse acceptance of the same.

ARTICLE 3
TRANSFER OF PROPERTY

3.1. The Parties intend that title to the Goods shall pass from the Seller to the Buyer, subject to the provisions hereinafter. Transfer of title from the Seller to the Buyer shall be completed on satisfaction of the following conditions:

________

3.2. Subject to the foregoing condition, the Parties intend that title and risk to the Goods shall simultaneously pass when the Seller delivers the Goods to the Buyer. Delivery shall be made in accordance with the provisions hereinafter described.

3.3. The Seller shall have the unilateral right to register a security interest against the Goods pursuant to the provisions of the applicable personal property security act, where applicable.

ARTICLE 4
RISK OF LOSS

4.1. The transfer of risk will be simultaneous with the transfer of property.

4.2. At the relevant time of loss or damage, if the risk is borne by the Buyer, the Buyer remains liable for such price with the exception that if delivery is delayed due to one party's default, the defaulter shall be liable.

4.3. At the relevant time of loss or damage, if the risk is borne by the Seller, the Buyer shall be discharged from all obligations herein.

4.4. Where, through no fault of either Party, the before risk is assumed by the Buyer, the Agreement is avoided.

ARTICLE 5
SALES PRICE

5.1. The Parties hereto agree to a purchase price of: $________ (________), for the Goods.

5.2. In addition, the amount of insurance on the sale that the Seller will cover is as follows: $________ (________).

5.3. In addition, the amount of delivery, postage and handling that the Seller will cover is as follows: $________ (________).

5.4. The Buyer shall be entitled to make a change directive or change request, which may alter the purchase price. The Buyer may, after notice of price alteration from the Seller, notify the Seller if they wish to proceed with the change directive or change request of the Goods. In the event that the Parties cannot agree on the price alteration, they must submit to a binding arbitration to make the price determination.

5.5. The Seller and Buyer acknowledge the sufficiency of the purchase price herein as valid consideration. Each party shall be solely responsible for their own income tax filings.

ARTICLE 6
PAYMENT

6.1. The Buyer shall pay the aforementioned sales price by installments on the following dates:

________

6.2. The purchase price shall be payable by: e-transfer, using the information as follows: ________.

6.3. The Buyer shall make a deposit or down payment on the Goods, which is refundable. The amount of the deposit shall be ten (10%) percent of the total price payable and is due on ________.

6.4. The Buyer shall incur interest on late payment at a rate of fifteen (15%) percent per annum, compounded monthly.

6.5. In the event of the Buyer's insolvency, bankruptcy, or other inability to make payment, the Seller reserves the right to compel the Buyer to accelerate payments.

ARTICLE 7
DELIVERY

7.1. For purposes of this Agreement, the place of delivery shall be as follows: delivery of the Goods shall be made when the Buyer is in receipt of such Goods at their destination. The Seller shall be responsible for all dues payable, including but not limited to, import and export fees, insurance, and carriage.

7.2. The location at which delivery of the Goods shall take place is as follows:

________

7.3. Subject to force majeure, if the Seller delivers the Goods late, a late delivery penalty shall apply against the Purchase Price in the amount of one (1%) percent per day of the total invoice value of the Goods.

ARTICLE 8
PURPOSE

8.1. The purpose or use of the Goods, which the Buyer communicated to the Seller prior to the signing of this Agreement, can be described as follows:

________

Notwithstanding that the Buyer specified the purpose for the Goods, the Buyer is not relying on the Seller's skills and judgment but solely on their own expertise in the purchase of the Goods, subject to hidden defects and the general suitability thereof.

ARTICLE 9
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ARTICLE 10
INTELLECTUAL PROPERTY

10.1. The Seller warrants to the Buyer that the use of the Goods shall not infringe the intellectual property rights of third parties. The Seller shall indemnify the Buyer with respect thereto. The Buyer shall give notice to the Seller of any actions, demands, claims, or other proceedings against the Buyer for intellectual property infringement.

ARTICLE 11
NOTICES

11.1. Any notices, demands or requests given under this Agreement shall be given in writing, either by personal delivery, registered mail, electronic mail, facsimile transmission, prepaid postage, as set out below to each respective address, as follows:

To the SELLER:

________

________

________

________

To the BUYER:

________

________

________

________

11.2. Any notices, demands or requests sent as set forth above shall be deemed to have been received three (3) business days after the day of mailing, or in the case of email, the following day. Proof of sending a notice shall be sufficient to show that the notice was left, or that the envelope containing the notice was properly addressed and mailed, or that the applicable means of telecommunication was addressed and sent and that the transmission was confirmed and/or acknowledged, as the case may be.

ARTICLE 12
TERMS AND CONDITIONS

12.1. The Seller hereby disclaims and negates any express or implied guarantees, conditions and warranties regarding quality or fitness for purpose, whether by authority of case law or statute or otherwise, and the Parties shall be bound only by the clauses herein.

12.2. The Seller warrants that they have legal title and ownership to the Goods and that the Seller is rightfully and absolutely possessed of the Goods and can legally sell and transfer the same, consistent with the Buyer's right to quiet and peaceful possession without hindrance, interruption, or claim whatsoever of or from the Seller or any other putative third party, and that the said Goods free and clear from encumbrance, and the Buyer shall be released and discharged from all former and other sales, gifts or any other form of transfer which affects this transaction, and the Seller shall indemnify the Buyer with respect thereto.

12.3. The Seller shall provide a warranty to the Buyer that the Goods free from defects for a period of ________, such period being intended to cover any defects in quality, material or workmanship with the Goods.

12.4. Where applicable, in the event that the Buyer is undergoing bankruptcy or is in receivership, the Seller may, pursuant to section 81.1 of the Bankruptcy and Insolvency Act (R.S.C., 1985, c. B-3) (or any successor legislation or consolidation, repeal, amendment or substitute therefor), secure the right to repossession of the Goods if there is an unpaid balance thereon.

ARTICLE 13
GENERAL PROVISIONS

13.1. APPLICABLE LAW. This Agreement shall be governed in all respects by the laws of the following Canadian province or territory: Ontario and any applicable federal laws. Both Parties consent to the jurisdiction of the appropriate provincial, territorial and federal courts. The Parties agree that this choice of law, venue and jurisdiction provision is not permissive, but rather mandatory in nature.

13.2. ARBITRATION. In the event of a dispute between the Parties concerning or arising out of the Parties' legal relationship as described herein or arising out of or relating to this Agreement, including any question regarding its existence, interpretation, applicability, validity, or breach, the Parties shall first attempt to resolve the dispute personally and in good faith. If such attempts at personal resolution fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in Ontario, in the English language. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, modify the terms of the legal relationship (as if evidenced by a written contract), award punitive damages or certify a class. If the Parties are unable to agree on an arbitrator within 21 days of the commencement of the arbitration proceeding, the arbitrator shall be selected by the Canadian Arbitration Association. The arbitrator shall be bound by applicable and governing federal law and the law of the province or territory of the jurisdiction in which he or she sits. The fee for such arbitration shall be split between the Parties, including the venue, stenographer and more. The Parties shall equally agree on the selection of an independent arbitrator.

13.3. LANGUAGE. All communications made or notice given under this Agreement shall be in the English language.

13.4. TIME OF THE ESSENCE. Time will be of the essence in this Agreement.

13.5. ASSIGNMENT. This Agreement, or any rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or in part.

13.6. INTEGRATION. Any representations, conditions, warranties, or covenants that are preceding this Agreement or any contemporaneous inconsistencies shall not be integrated into this Agreement.

13.7. NO WAIVER. None of the terms of this Agreement shall be deemed waived by any act or acquiescence of either Party. Only a further written Agreement may constitute a waiver of any of the terms of this Agreement between the Parties. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision at a later date. The failure of either Party to enforce any term of this Agreement shall not constitute a waiver of such term or any other term.

13.8. SEVERABILITY. If any provision or term of this Agreement is found to be unenforceable, this Agreement shall be deemed amended to the extent necessary to render the provision otherwise unenforceable and the remainder of the Agreement valid and enforceable. If a court declines to modify this Agreement as provided, the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining terms and provisions, which shall be enforced as if the offending term or provision had not been included in this Agreement.

13.9. HEADINGS. The headings in this Agreement are for convenience only and shall not be construed to limit or otherwise affect the terms of this Agreement.

13.10. FORCE MAJEURE. The Seller shall not be liable for any failure to deliver the Goods for causes beyond its control, including, but not limited to, labour disruptions, upstream supply-chain failures, mechanical breakdowns, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature, and other acts which may be due to unforeseen circumstances.

ARTICLE 14
SIGNATURES

________

___________________________
Per: ________

I have authority to bind the corporation

___________________________
________

___________________________
Witness name

___________________________
Witness signature