March 19, 2011 - Sales Agreement (Example)

Sales Agreement (Example)

Class Example

SALES AGREEMENT

This Wood Fiber Sales Agreement is made and entered into this _____ day of ____________, _______, by and between , Montana, hereinafter called “” and , Boise, Idaho, hereinafter called “Buyer”.

RECITALS



NOW THEREFORE, the parties hereto agree as follows:

I.
SALE

Seller agrees to sell and Buyer agrees to purchase at the above mentioned.

II.
PRICE



Buyer will pay promptly on or before the fifteenth (15th) day of each month for wood fiber received during the preceding one-month period.

III.
QUANTITY
Spot volume basis.

IV.
WEIGHING

Every load delivered to Buyer shall be weighed prior to removal from the plant. The weighing shall be performed on truck scales, and the scale tickets and/or fiber receipt tickets generated thereby shall be the sole and conclusive basis for invoicing payment.

V.
TERM

The term of this agreement shall commence on April 1, 2009 and shall continue bi-annually with automatic renewal unlessor Buyer, upon sixty (60) days written notice, wish to renegotiate the terms or prices of the contract, unless mutually agreed otherwise. This Agreement may be terminated by either party with or without cause upon (6) months written notice.

VI.
PERSONAL INJURY OR PROPERTY DAMAGES

MAKES NO GUARANTEE OR WARRANTY WHATSOEVER REGARDING THE AMOUNT PRODUCED AT THE MILL, THE MERCHANTABILITY, THE FITNESS FOR ANY PARTICULAR PURPOSE, AND HEREBY DISCLAIMS ALL IMPLIED WARRANTIES. BEING SOLD ON AN “AS IS, WHERE IS” BASIS WITH BUYER TO ASSUME ALL RISKS. Buyer agrees to indemnify and hold harmless against any claims for personal injury property damages made by any end user, and persons affected by the use, or by any person to whom is given or sold, as well as all claims, penalties, fines or cost recovery actions brought or assessed by any governmental agency. Buyer further agrees to indemnify and hold harmless from and against all liability, expense, damages and claims of whatever nature arising out of or related to this agreement which is caused in whole or in party by Buyer’s neglect or intentional acts or omissions.

VII.
WAIVER

Any waiver of the breach or default of any of the terms and conditions of this Agreement shall not constitute a continuing waiver.

VIII.
DEFAULT

If Buyer defaults in any of the terms or conditions of this Agreement, and fails to remedy such default within five (5) days of receiving notice from to do so, or in the even that Buyer files a petition for bankruptcy or has a petition of bankruptcy filed against it by its creditors or is placed into receivership, may terminate this agreement, without any further notice.

IX.
FORCE MAJEURE

Either party may request suspension of performance during the periods when performance is prevented due to a cause beyond the requesting party’s control including acts of God, government restrictions, wars, insurrections, civil disobedience or unrest, strikes, fires, earthquakes, floods, work stoppages, embargoes, and the like.

X.
ASSIGNMENT

This Agreement may not be assigned by Buyer in whole or in part without the prior written consent

XI.
LITIGATION COSTS

If either party initiates legal proceedings to enforce any of the terms or conditions of this agreement, the prevailing party in such legal proceeding shall be entitled to recover its expert fees, cost, and actual attorney fees, including those on appeal, in addition to statutory costs and disbursements.

XII.
NOTICES

Notices given pursuant to this Agreement shall be in writing and shall be delivered personally or sent by prepaid U.S. mail addressed to the parties as follows:


XIII.
COMPLETE CONTRACT

This Agreement contains the complete understanding of the parties and supersedes all prior understandings, written or oral. No modifications or amendment shall be valid unless it is made in writing and executed by both parties.

IN WITNESS WHEREOF, the parties hereto have executed this Wood Fiber Sales Agreement effective _____________, _____, _______.