State of Pennsylvania

 

 

TC1 Machine & Truck Werx LLC, SALES AGREEMENT

 

This Sales Agreement (this “Agreement”) is entered into as of the ____ day of _______________, 20___, by and between TC1 Machine & Truck Werx LLC, a Pennsylvania Limited Liability Company located at 32 Tree Hollow Drive, Shrewsbury 17361  (“Seller”) and ______________, an _____________ located at ____________________ (“Buyer”). Each Seller and Buyer may be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

 

WHEREAS, Seller owns, provides or manufactures certain Goods or provides Services, as defined below, and Seller desires to sell such Goods under the terms and conditions set forth in this Agreement; and

WHEREAS, Buyer desires to purchase the Goods or Services offered for sale by Seller under the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the mutual promises and for other good and valuable consideration exchanged by the Parties as set forth in this Agreement, the Parties, intending to be legally bound, hereby mutually agree as follows:

 

  1. Sale of Goods or Services: Seller agrees to sell, install or transport and deliver to Buyer, and Buyer agrees to purchase the items described in Seller’s Estimate or Invoice, number_____ which is hereby incorporated by reference and made a part hereof, (the “Goods” or “Services”) at the specified Purchase Price in the specified quantity. 
  2.  Purchase Price. Buyer will pay the Seller for the Goods or Services and for all obligations specified in this Agreement, if any, as the full and complete purchase price, the sum of $______ according to the payment terms of this Agreement. Unless otherwise stated, Seller shall be responsible for all taxes in connection with the purchase of Goods in this Agreement.
  3. Payment.  Seller shall invoice Buyer upon the transfer of, installation of or shipment of the Goods. Unless otherwise stated, or in the case of a Deposit being collected by the Seller or other payment terms specified, payment for the Goods is due upon receipt of Seller’s invoice.
  4. Deposit:
    1. Unless otherwise stated, the Seller reserves the right to collect a Deposit according to the schedule below:
      1. Labor Only= 10% of total Purchase Price.
      2. Stock Order= 20% of total Purchase Price. A Stock Order refers to the use of materials that are commonly stocked by the Seller and don’t require any special order items.
      3. Custom Order = 50% of total Purchase Price. A Custom Order refers to the use of materials that are not commonly stocked by the Seller and require any special order items.
    2. The Seller acknowledges that a holding deposit in the sum of _____________ was received on _____________20____. This is based on the total purchase price of____________________.
    3. The Buyer agrees that the balance of the Purchase Price in the sum of ________________ must be paid by ______________20____.
    4. Unless the buyer cancels the Order for convenience, the Parties agree that the Deposit is non-refundable. In the event the Seller can’t not meet the terms of this agreement, the deposit will be refunded to the Buyer.
    5.  The Parties further agree that should the balance of the Purchase Price not be paid by the date as above, the Buyer will have no further claims to the Goods described and the Seller is relieved of all obligations in respect of this agreement.
  5. Installation of Goods (check one)
    1. ________Installation to be performed by Seller
      1. Goods are projected to be available for installation by:_____/_____/20
      2. Projected start date of installation is: _____/_____/20
      3. Location of installation
        1. TC1 Machine & Truck Werx LLC located at
        2. 165 D South Orchard St Yoe, PA 17313
        3. Contact Information
          1. Walter Schweizer
          2. 717-881-5787
          3. wschweizer@tc1usa.com
      4. Completion of Installation is projected to take _______days from start date.
    2. ________Installation to be coordinated by Seller with 3rd party installer
      1. Goods are projected to be available for installation by:_____/_____/20
      2. Projected start date of installation is: :_____/_____/20
      3. Location of installation
        1. Business Name:
        2. Address:
        3. Contact Information:
      4. Completion of Installation is projected to take _______days from start date.
    3. ________Installation to be performed by Buyer
      1. It is the Buyer’s sole responsibility to install the Goods provided by the seller. The Seller will provide instructional videos to Buyer (when available) and/or will assist Buyer by answering installation related questions or offering installation advice via telephone, video conference, e-mail or text communications.
  6.  Delivery of Goods Seller shall ship the Goods to Buyer via standard ground service on or before __________ at the following address: _______________________ to the following contact____________. Buyer will pay for any shipping costs. In the event the Buyer requires Goods shipped in any manner other than standard ground, Seller will provide a shipping quote and Buyer will be responsible for any additional shipping charges. In the event the Buyer requests Custom Orders may include items that are imported via standard ocean delivery and could have a lead time in excess of 30 days. If the Buyer requires Custom Ordered goods be delivered with a shorter lead time via a different type of transportation, Seller will provide a shipping quote and Buyer will be responsible for any additional shipping charges. Seller will arrange for shipment of Goods via  business to business freight with loading dock and insurance. Liftgate service is available for a fee, if necessary. This does not include a home business or any building in a residential area. Carriers do not recognize them as business and residential rates will be added at the Buyer’s expense. 
  7. Risk of Loss. Title to and risk of loss of the Goods shall pass to Buyer upon transfer of, installation of or shipment of the Goods in accordance with this Agreement.
  8. Right of Inspection for delivered Goods. Buyer shall be allowed to examine the Goods once received and shall do so within two (2) days after the receipt of the Goods.
    1.  In the event that Buyer discovers any damages, shortages or other nonconformance of the Goods, Buyer shall notify Seller within five (5) days after receipt of the Goods, specifying the basis for its claim. Failure to notify Seller by such date shall constitute an acceptance of delivery of the Goods as is.
    2.  In the event the Goods are damaged, other than due to Carrier negligence or there are shortages or do not conform to the original order Buyer may at its option:
      1. return the Goods for a replacement, at Seller’s expense
      2. return the Goods at Seller’s expense for a credit of the full purchase price on future transactions with Seller
      3. return the Goods at Seller’s expense for a full refund of the purchase price
    3. Upon inspection, if any Goods are damaged or missing as a result of Carrier negligence Buyer is responsible for to perform the actions below so a claim can be made with the Carrier:
      1. Note it clearly on the delivery receipt or Seller invoice.
      2. Keep your copy of the delivery receipt
      3. Keep the damaged packing materials for inspection
      4. Take pictures of the damaged items and packaging
    4. The above shall be the sole remedy of Buyer and only obligation of Seller with respect to any non-conforming Goods.

 

 

  1. Warranty
    1. Seller warrants to Buyer that all of the Goods supplied to it shall be free of defects that render them unsuitable for their intended use, and manufactured and dispatched in compliance with all appropriate regulations and in accordance with those standards which typically apply in respect of the manufacture and supply of Goods  similar to the Goods . Goods  that do not comply with this provision are termed “Non-Conforming Goods ”.
    2. The warranty for Goods covers a period of 36 (thirty-six) months starting from the date the Goods are delivered resulting from invoice or transport document (Goods Warranty Period). The warranty for Services, which include Labor, covers a period of 12 Months starting from the date the Services are performed resulting from invoice. (Services Warranty Period).
    3. In the event the Parties agree that Non-Conforming Goods  have been supplied to Buyer during the Goods Warranty Period the Non-Confirming Goods, Seller shall have the option to repair or replace them. The warranty covers free delivery of goods. All replaced parts will become automatically property of the Seller.
    4. In the event the Parties agree that Non-Conforming Services have been supplied to Buyer during the Services Warranty Period, Seller shall have the option to remedy the Non-conforming Services within a timeframe agreed to by the Parties.
    5. Buyer shall not be entitled to claim any other remedy or damages relating to Non-Confirming Goods .
    6. The supply of spare parts under warranty does not imply an extension of warranty period. The warranty on parts repaired and/or replaced shall terminate on expiry of the warranty period of the Goods.
    7. The following defects or damage are not covered by warranty terms and conditions: incorrect location or buyer installation; no observance of the accident prevention standards or the written instructions given regarding use and fitting; incorrect use; external causes i.g. damage caused by transport, acts of vandalism, accidents, collisions, weather conditions or other natural phenomenon; repairs or modifications to the Goods performed by others not authorized by Seller; modifications, installation of additional elements or repairs using components which are not supplied by Seller; installation of drawer units on the loading bay with drawers facing the van cab (travelling direction); damage caused by perforating the bodywork more than .02 inches that thickness of bodywork metal sheet or caused by fixation brackets

 

 

 

 

 

  1. Returned Goods
    1.  No Goods  may be returned for credit unless agreed by Seller in writing and in advance. Any credit will be subject to the deduction of handling charges and adjustment depending on the condition of the Goods  returned. The amount of such reduction or adjustment is to be determined by Seller in its absolute discretion. The responsibility for any damage to returned Goods during transit lies with Buyer.
  2. Security Interest. Buyer hereby grants to Seller a security interest in the Goods, until Buyer has paid Seller in full for the Goods. Buyer shall sign and deliver to Seller any document needed to perfect the security interest in the Goods that Seller reasonably requests.
  3. Seller Representations and Warranties. Seller warrants that the goods are free, and at the time of delivery will be free, from any security interest or other lien or encumbrance. Seller warrants that there are no outstanding titles or claims of title hostile to the rights of Seller in the Goods.
  4.  Force Majeure. Seller shall not be responsible for any claims or damages resulting from any delays in performance or for non-performance due to unforeseen circumstances or causes beyond Seller’s reasonable control.
  5. Limitation of Liability. Seller will not be liable for any indirect, special, consequential, or punitive damages (including lost profits) arising out of or relating to this Agreement or the transactions it contemplates (whether for breach of contract, tort, negligence, or other form of action) and irrespective of whether Seller has been advised of the possibility of any such damage. In no event will Seller’s liability exceed the price paid by Buyer to Seller for the Goods giving rise to the claim or cause of action.
  6. Assignment. Neither Party may not assign any of its rights under this Agreement or delegate any performance under this Agreement, except with the prior written consent of the other Party. Any purported assignment of rights or delegation of performance in violation of this section is void.
  7.  Amendments. No amendment to this Agreement will be effective unless it is in writing and signed by both Parties.
  8. Governing Law. The terms of this Agreement shall be governed by and construed in accordance with the laws of the State of Pennsylvania, not including its conflicts of law provisions.
  9. Disputes. Any dispute arising from this Agreement shall be resolved in the following order:
    1. Mediation
    2. Arbitration
    3. The courts of the State of Pennsylvania
  10.  Entire Agreement. This Agreement contains the entire understanding between the Parties and supersedes and cancels all prior agreements of the Parties, whether oral or written, with respect to such subject matter.
  11. Notices.  Any notice or other communication given or made to any Party under this Agreement shall be in writing and delivered by hand, sent by overnight courier service or sent by certified or registered mail, return receipt requested, to the address stated above or to another address as that Party may subsequently designate by notice and shall be deemed given on the date of delivery.
  12. Waiver.  No Party shall be deemed to have waived any provision of this Agreement or the exercise of any rights held under this Agreement unless such waiver is made expressly and in writing. Waiver by any Party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any other subsequent breach or violation.
  13.  Miscellaneous. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors and assigns.  The provisions of this Agreement are severable. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision. The section headings herein are for reference purposes only and shall not otherwise affect the meaning, construction or interpretation of any provision of this Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together, shall constitute one and the same document.

 

IN WITNESS WHEREOF, the Parties have executed this agreement as of the date first written above.

 

Buyer: Name

Signature:     ___________________________________

Name:

Title:

Date:

Seller: TC1 Machine & Truck Werx LLC

Signature:     ___________________________________

Name:

Title:

Date: