Computer Hardware Sale Agreement Template

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Technology Hardware Sale Agreement

 

This Hardware Sale Agreement (the “Agreement”) is entered into as of [DATE], by and between [BUYER NAME], a company organized and existing under the laws of the [State/Province] of [COUNTRY], with offices located at [ADDRESS] (“Buyer”), and [SELLER NAME], a company organized and existing under the laws of the [State/Province] of [COUNTRY], with offices located at [ADDRESS] (“Seller”).

 

For the purposes of this Agreement, the term “Hardware” shall mean the computer equipment and parts listed in Exhibit A attached hereto and made a part hereof for all purposes.

 

The parties agree to the following:

 

Sale of Hardware . Seller hereby sells, assigns, transfers and conveys to Buyer, and Buyer hereby purchases from Seller, the Hardware described in Exhibit A , upon the terms and conditions set forth in this Agreement.

 

 Purchase Price . The purchase price for the Hardware shall be [AMOUNT] (the “Purchase Price”), which shall be paid by Buyer to Seller in immediately available funds upon the execution of this Agreement.

 

Title; Risk of Loss . Title to the Hardware shall pass to Buyer upon the execution of this Agreement. All risk of loss with respect to the Hardware shall pass to Buyer as of the date of title passage.

 

Warranties . Seller hereby warrants to Buyer that

(i) the Hardware is free and clear of all liens, security interests, charges, pledges, claims, restrictions and encumbrances of any kind;

(ii) Seller has good title to the Hardware, including the right to sell and transfer title to the Hardware;

(iii) the Hardware conforms to all applicable manufacturer’s specifications;

(iv) the Hardware is new, unless otherwise specified in Exhibit A , and is free from any defects in material and workmanship;

(v) the Hardware will remain free from any such defects for a period of one (1) year from the date of title passage (the “Warranty Period”); and

(vi) all software included with the Hardware is properly licensed for use by Buyer in accordance with the terms of the applicable end user license agreement (“EULA”).

 

Seller’s sole and exclusive liability and Buyer’s sole and exclusive remedy under this Agreement and for breach of this warranty shall be, at Seller’s option, (i) to repair or replace the Hardware at no cost to Buyer, or (ii) to refund the Purchase Price, in each case subject to Buyer’s return of the Hardware to Seller. The foregoing warranty shall not apply to any damage to the Hardware resulting from (A) any modification, alteration, repair or service to the Hardware performed by any person other than Seller or an authorized service center of the manufacturer of the Hardware, (B) any use of the Hardware in a manner for which it was not designed or intended, or (C) any other misuse of the Hardware.

 

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

 

 

Now It Is Agreed Between The Parties Hereto As Follows:-

 

  1.      The Seller agrees to sell and the Company agrees to buy the machine and equipment, the particulars of which are given in the Schedule hereunder written and which is useful in the manufacture of... and which good the Company desires to manufacture.

 

  1.      The said machine and equipment will be delivered by the Seller at his premises at... within two weeks from the date hereof and it will be the responsibility of the Company to transport the same from the said premises to the Company's factory at ... at the Company's cost.

 

  1.      The price of the said machine and equipment Is fixed at  ... out of which the Company shall pay to the Seller a sum of ... as earnest money and In part payment of the said price before taking delivery of the said machine and equipment and the balance will be paid within a week from the installation of the said machine and equipment at the Company's factory and commencement of operation thereof.

 

  1.      The ownership of the said machine and equipment mill remain vested with the Seller until the full price thereof is paid to him and the title to the said machine and equipment will pass to the Company only after the payment of the price and other moneys payable hereunder to the Seller in full.

 

  1.      The said machine and equipment will he insured by the Company in the sum of atleast .... for the period commencing from the time the same is removed from the Seller's premises until it Is delivered at the Company's factory. The insurance policy will be in the name of the Seller and against the risk of fire, accident and theft. The insurance premium will be paid by the Company and will be deemed to be part f the transport charges.

 

  1.      Before removing the said machine and equipment from the Seller's premises the Company hall keep ready the place in the Company's factory where it is to be installed by providing necessary foundation, electric supply, water supply and other requirements for installing the said machine and equipment

 

  1.      The responsibility of installing the said machine and equipment and putting it into operation will be that of the Seller and the Seller shall make available his Technical experts, mechanics and other required person or persons. All the expenses incurred during the course of installation and commencing operation will be that of the Company Including expenses on account of boarding and lodging and travelling of the personnel of the Seller sent for Installation.

 

  1.      The installation will be completed by the Seller within eight days from the date of the said machine and equipment reach the Company's factory but if the installation is delayed beyond eight days due to default on the part of the Company in supplying all necessary things and in making all arrangements for Installation including supply of electricity labour and other things the Company will be liable to pay in addition to expenses mentioned above, the fees or remuneration required to be paid to the Seller's staff of technical experts, mechanics and others also. If, however, the delay beyond eight days for installation is on account of the Seller, the Seller will bear and pay all such additional expenses.

 

  1.      All the taxes and other charges payable in respect of the said machine and equipment will be on the Company's account.

 

  1.   The Seller shall supply one item of each of the spare parts of the said-machine and equipment free of cost but If-any additional items are required the Company will pay the price thereof separately against delivery.

 

  1.   If the Company fails to pay to the Seller the said balance price and other expenses if any as per the invoice sent by the Seller to the Company, within a week from the time the said machine is installed and put into operation, the Seller will be entitled to cancel this agreement by one week's notice to that effect and in that event the Seller will be entitled to remove the same from the Company's factory. The costs of such removal and transportation from the Company's factory premises to the Seller's said premises will be payable by the Company on demand. If, however, the Seller is not able to remove the said machine and equipment due to any obstruction on the part of the Company or any legal action taken by the Company, the Company will be liable to pay compensation at the rate of -Rs. ... per day until the said machinery is removed by the Seller.

 

  1.   The Seller warrants that the said machine and equipment is free from any mechanical defect in workmanship and quality of the material used therefor under normal use and service. The Seller further guarantees that if the said machine and equipment goes out of order or requires repairs due to any such mechanical defect or in workmanship in the course of one year from installation (being the guarantee period) the Seller will carry out the repairs at his own costs unless the defect is found to be due to improper use or mishandling of the said machine or due to inefficiency or negligence of the staff of the Company working on the said machine in which case the costs of repairs will be on account of the Company.

 

  1.   Any spare parts required to he replaced within a period of one year from the date of installation of the machine will be supplied by the Seller free of cost provided that, if the defect is developed or repairs are required due to any default in electric connection or electric equipment used in connection with the said machine, the Seller will not be liable to remove the defect or carry out repairs free of costs; provided further that, during the said guarantee period the Company will not get the machine repaired or defect removed with the help of the mechanics or technical experts except those sent by the Seller. Similarly, If the repairs are required to be carried out due to any accident in the Company's factory and for which the Seller is not responsible, the Seller will not be liable to carry out the repairs or remove the defect free of costs during the guarantee period.

 

  1.   During the said guarantee period the Seller shall have the right to visit and inspect the said machine and equipment through his technical experts and mechanics so as to keep the same in working condition and the Company shall provide all facilities required in that connection. The Company shall carry out the instructions and directions given by the Seller or his technical experts from time to time. The Company shall also provide sufficient space in its factory for storing and keeping the test equipment and spare parts of the Seller.

 

  1.   The guarantee period mentioned-above will cease to exist if during the said period the Company either sells the said machine and equipment to anybody else or shifts the machine and equipment to any other place in the said factory or otherwise.

 

  1.   If any dispute arises between the parties hereto in respect of this agreement or in connection with any claim by one against the other the same will be referred to arbitration of a common arbitrator if agreed upon failing which, to two arbitrators one to be appointed by each party to the dispute and the arbitration will be governed by the Arbitration Act, 1940.

 

 

 

  1.  Indemnification . Seller shall defend, indemnify and hold harmless Buyer, its affiliates and their respective officers, directors and employees from and against any and all claims, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) arising out of or relating to any breach of Seller’s warranties set forth in Section 4 .

 

  1. Limitation of Liability . IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SELLER’S TOTAL AGGREGATE LIABILITY TO BUYER UNDER THIS AGREEMENT EXCEED THE PURCHASE PRICE.

 

  1. Miscellaneous .

 

(a) Entire Agreement . This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, both written and oral, with respect to such subject matter.

 

(b) Amendment and Waiver . Any amendment or waiver of any provision of this Agreement or consent to any departure by either party therefrom shall be effective only in writing and signed by both parties hereto. The failure to require performance of any provision shall not affect a party’s right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement or any provision thereof be deemed to be a waiver of any subsequent breach or default thereof or a waiver of the provision itself.

 

(c) Severability . If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

 

(d) Assignment . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by either party without the prior written consent of the other party.

 

(e) Governing Law . This Agreement shall be governed by and construed in accordance with the internal laws of the [State/Province] of [COUNTRY], without giving effect to any choice or conflict of law provision or rule (whether of the [State/Province] of [COUNTRY] or any other jurisdiction).

 

(f) Dispute Resolution . Any dispute, controversy or claim arising out of or relating to this Agreement or the breach, termination or validity thereof shall be determined by arbitration in [CITY], [STATE/PROVINCE], [COUNTRY] in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted before a single arbitrator mutually agreeable to the parties, who shall preside over the arbitration in accordance with said rules. The award of the arbitrator shall be final and binding on the parties hereto. The prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing party.

 

(g) Notice . All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been given (a) when delivered personally, (b) when sent by a reputable overnight courier service, (c) when sent by facsimile transmission or other electronic means, if sent during normal business hours of the receiving party, and if not sent during normal business hours, then on the next business day, or (d) when sent by certified or registered mail, return receipt requested, five (5) business days after having been mailed, in each case addressed to the party at its address set forth below or to such other address as such party may designate by notice given in accordance with this Section 7(g) .

 

If to Seller: [SELLER NAME] [ADDRESS] [CITY, STATE/PROVINCE, COUNTRY, POSTAL CODE] Attention: [NAME] E-mail: [EMAIL] If to Buyer: [BUYER NAME] [ADDRESS] [CITY, STATE/PROVINCE, COUNTRY, POSTAL CODE] Attention: [NAME] E-mail: [EMAIL]

 

(h) Counterparts; Electronic Signatures . This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

 

(i) Further Assurances . The parties hereby agree to execute and deliver such additional documents and to do all such other acts and things as may be reasonably necessary or desirable to carry out the intent and accomplish the purposes of this Agreement.

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date first written above.

 

BUYER: [BUYER NAME]

By:

Name:

Title:

 

SELLER: [SELLER NAME]

By:

Name:

Title:

 

EXHIBIT A DESCRIPTION OF HARDWARE [DESCRIBE HARDWARE HERE]