Sale of Goods Agreement

SALE OF GOODS AGREEMENT

This SALE OF GOODS Agreement is entered into on ________ at Andaman and Nicobar Islands

BY AND BETWEEN

________, PAN No.: ________, Parent: ________, Correspondence Address: ________, ________, Andaman and Nicobar Islands - ________, IN (hereinafter referred to as ("Seller") which expression shall unless repugnant to the meaning or context thereof also mean and include his/ her successors and permitted assigns)

AND

________, PAN No.: ________, Parent: ________, Correspondence Address: ________, ________, Andaman and Nicobar Islands - ________, IN (hereinafter referred to as ("Buyer") which expression shall unless repugnant to the meaning or context thereof also mean and include his/ her successors and permitted assigns).

WHEREAS the Seller desires to sell the Goods described below, known herein as the "Goods" under the terms and conditions set forth below.

AND WHEREAS Buyer desires to purchase the Goods offered for sale by the Seller under the terms and conditions set forth below.

IN CONSIDERATION of the mutual promises and other valuable considerations exchanged by the parties as set forth herein, the parties intending to be legally bound hereby agree as follows:

1. DEFINITIONS AND INTERPRETATION

(a). "Agreement" means this Sale of Goods Agreement.

(b). "Agreement Date" means the date marked at the beginning of this document (________).

(c). "Applicable Law" shall include all applicable (i) statutes, enactments, acts of legislature or parliament, laws, ordinances, rules, bye-laws, regulations, listing Agreements, notifications, guidelines or policies of any jurisdiction; and (ii) judicial quasi-judicial and/or administrative decisions, interpretations, directions, directives, licenses, permits, judgments, writs, injunctions, arbitral awards, decrees, orders, terms and conditions of governmental or regulatory approvals or Agreements with any governmental or regulatory authority;

(d). "Business Day" means a day that is not a Saturday, Sunday, public holiday or bank holiday in India or in the state where the office of either Party is located.

(e). "Governmental Authority" means any government authority, statutory authority, government department, agency, commission, board, tribunal or court or other law, rule or regulation-making entity having or purporting to have jurisdiction on behalf of India or any state or other subdivision thereof or any municipality, district or other subdivision thereof.

(f). "GST" means Goods and services tax under the Goods and Services Tax Act, 2017.

2. INTERPRETATION

(a). The headings in this Agreement are inserted for convenience only and shall be ignored in construing this Agreement.

(b). Unless the context otherwise requires, in this Agreement:

(I). words using the singular or plural number also include the plural or singular number, respectively;

(II). words denoting any gender shall include all genders;

(III). the words "written" and "in writing" include any means of visible reproduction;

(IV). the terms "hereof", "herein", "hereto" and similar words refer to this entire Agreement and not any particular Clause, or any other subdivision of this Agreement;

(V). the words "include" or "including" shall be deemed to be followed by "without limitation" or "but not limited to" whether or not they are followed by such phrases or words of like import;

(VI). references to any "person" include any natural person, corporation, judicial entity, association, statutory body, partnership, limited liability company, joint venture, trust, estate, unincorporated organisation or government, state or any political subdivision, instrumentality, agency or authority; and

(VII). references to "Clause" or any other Agreement or document in this Agreement shall be construed as references to the Clauses of this Agreement, or such other Agreement or document, as may be amended, modified or supplemented from time to time, and shall include a reference to any document which amends, modifies or supplements it, or is entered into, made or given pursuant to or in accordance with its terms.

3. GOODS

The details of the Goods ("Goods") are as follows:

________

4. CONSIDERATION

The total purchase price to be paid by the Buyer to the Seller for the Goods including GST and other costs is Rs ________/- (________) ("Purchase Price"), which will be paid as follows:

(a). The advance amount of Rs ________/- (________), shall be made on or before entering into this Agreement.

(b). The Advance Payment will be made through the following method: Cash.

(c). The advance amount may be refunded at the Seller's sole discretion in case of:

________

(d). Payment due at the Delivery of the Goods to the Buyer: Rs ________/- (________). The Payment at the time of delivery of the Goods will be made through the following method: Cash.

5. STAMP DUTY

Unless otherwise agreed in writing, the Buyer is responsible for any stamp duty in relation to sale and purchase of the Goods under this Agreement.

6. INSPECTION OF THE GOODS

The Buyer has inspected the Goods and accepts the Goods in its current state as seen.

7. DELIVERY

(a). The Seller shall deliver the Goods to the Buyer on or before ________ ("Delivery Date").

(b). The Goods will be delivered at the aforementioned Buyer's address.

(c). Apart from the aforementioned price, the Buyer shall pay the following delivery charges to the Seller: Rs ________/- (________). The delivery charges will be paid through the following method: Cash.

(d). The delivery charges shall be paid along with the advance amount.

(e). The Seller will be liable to pay the following penalty for any delay in the delivery of the Goods: ________.

(f). It is Seller's duty to ensure that the Goods is delivered in the same condition as last inspected by the Buyer (or, if the inspection is not conducted, the date of execution of this Agreement).

(g). It is the duty of the Buyer to take possession of the Goods at the aforementioned Buyer's address on the aforementioned date. If the Buyer fails to take possession, then the risk of loss passes to the Buyer from the Delivery Date.

8. TIME FOR DELIVERY

Time shall be the essence of delivery of the Goods and any dereliction shall be treated as a breach of this Agreement.

9. LOSS OF GOODS

The risk of loss of the Goods will be transferred to the Buyer once the Buyer takes possession of the Goods.

10. REPRESENTATIONS AND WARRANTIES BY THE SELLER

(a). The Seller warrants that all details provided are accurate.

(b). Seller hereby states that the Seller is the legal and beneficial owner of the Goods and there are no legal restrictions to sell the Goods as per the Applicable Laws.

(c). Seller is duly authorized to enter and execute this Agreement.

(d). That the Goods is free from any encumbrances and at the time of delivery the Seller will be provided all the required documents for the legitimate transfer of the Goods as per the Applicable Laws.

(e). The Seller has made the Buyer fully aware of any current faults of the which the Seller is reasonably aware with the Goods and that there are no deliberately hidden faults on the Goods.

(f). The Seller provides no guarantee to the Goods except as set out in this Agreement.

11. REPRESENTATIONS AND WARRANTIES BY THE BUYER

(a). The Buyer agrees to pay the agreed price to the Seller as mentioned under the clause 'Consideration'.

(b). The Buyer warrants that they have financial and legal ability to complete this transaction.

(c). The Buyer warrants that all the details provided are accurate.

12. LIABILITY

SELLER WILL NOT BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE SELLER'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED INVOICE AMOUNT UNDER THIS AGREEMENT.

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15. NO WAIVER

The failure of any party hereto to enforce any provision of this Agreement shall in no way be construed to be a waiver of such provisions or to affect the validity of this Agreement or any part thereof or the right of either party to enforce each and every provision in accordance with its terms.

16. MODIFICATION OF AGREEMENT

In the event any provision of this Agreement is determined to be invalid by any court or other entity of competent jurisdiction, the provision of this Agreement shall be deemed to have been amended and the parties hereto agree to execute all documents necessary to evidence such amendment so as to eliminate or modify any such invalid provision so as to carry out the intent of this Agreement as far as possible and to render this Agreement enforceable in all respects as so modified.

17. NOTICES

All the notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid, once acknowledged by the recipient, (c) sent by email to the following address:

For Seller:

Address: ________, ________, Andaman and Nicobar Islands - ________, IN

Email: ________

For Buyer:

Address: ________, ________, Andaman and Nicobar Islands - ________, IN

Email: ________

18. FORCE MAJEURE

Neither party shall be liable to the other for any delay or non-performance of its obligations hereunder in the event and to the extent that such delay or non-performance is due to an event of Force Majeure.

"Force Majeure" shall mean events beyond the control of the party which occur after the date of signing of this Agreement and which were not reasonably foreseeable at the time of signing of this Agreement and whose effects are not capable of being overcome without the unreasonable expense and/or loss of time to the party concerned. Events of Force Majeure shall include but are not limited to, war, natural disasters, pandemic, lockdown ordered by the concerned Government Authorities and any other such comparable events not directly or indirectly caused by the affected party.

In the event that the delay or non-performance of either party hereto continues for a period of one month due to reasons of events of Force Majeure, then either party shall have the right to terminate this Agreement with immediate effect.

19. DISPUTE RESOLUTION

Both the parties do hereby agree that any dispute arising out of or in relation to this Agreement shall be settled in accordance with the provisions of the Arbitration and Conciliation Act, 1996 and/ or any statutory modification or re-enactment thereof for the time being in force. The single Arbitrator shall be appointed mutually by the parties. Each party shall pay their own costs and fees of the arbitration and the cost of the arbitrator shall be borne equally. The seat or place of the arbitration shall be as follows: Andaman and Nicobar Islands.

This Agreement shall be governed in accordance with the laws of India and the courts of Andaman and Nicobar Islands will have exclusive jurisdiction.

20. LEGAL FEE AND COSTS

In the event of any legal action by the Buyer or Seller to enforce any one or more provisions of this Agreement, whether at law or in equity, the prevailing party shall be entitled to receive from the other party all enforcement costs including, without limitation, reasonable legal fees and costs whether incurred before, during and after the trial or other litigation including appeal.

21. SURVIVAL OF OBLIGATION

Notwithstanding any other provisions of this Agreement, at termination, expiration or completion of this Agreement, any provisions of this Agreement which would by their nature be expected to survive termination, expiration or completion shall remain in provisions which are explicitly stated to survive termination, expiration or completion shall remain in full force and effect, including but not limited to any provisions which are explicitly stated to survive termination, expiration or completion.

22. COUNTERPARTS

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together constitute one and the same instrument.

23. ENTIRE AGREEMENT

Both the parties represent and agree that they have read this Agreement, understand its terms and the fact that it releases all claims each might have entered into this Agreement without duress or coercion from any source. This Agreement supersedes all other Agreements entered into between the parties.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on ________.

________ ("Seller")

Date: _________________________________

______________________________________

Signature

________ ("Buyer")

Date: _________________________________

______________________________________

Signature

WITNESS-1

Name: _____________________________

Address: ___________________________

___________________________________

___________________________________

Signature

WITNESS-2

Name: _____________________________

Address: ___________________________

___________________________________

___________________________________

Signature