Agreement For Sale Of Technical Equipment
THIS AGREEMENT is made at ... this...
day of ... Between M,. A residing at ... hereinafter referred to as 'the
Seller' of the One Part and M/s. A B & co. Ltd., a Company registered under
the Companies Act. 1956. and having its registered office at ... hereinafter
referred to s 'the Company' of the Other Part;
WHEREAS the Seller has developed and
produced a machine for the manufacture of ... and proposes to sell the amend
the Company has agreed to purchase the same on 'turn key' basis on the
following terms and conditions agreed to between the parties.
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.
2. 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.
3. The price of the said machine
and equipment Is fixed at Rs. ... out of which the Company shall pay to the
Seller a sum of Rs. ... 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.
4. 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.
5. The said machine and
equipment will he insured by the Company in the sum of atleast Rs.... 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.
6. 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
7. 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.
8. 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.
9. All the taxes and other
charges payable in respect of the said machine and equipment will be on the
Company's account.
10. 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.
11. 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.
12. 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.
13. 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.
14. 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.
15. 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.
16. 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.
THE SCHEDULE ABOVE REFERRED TO
IN WITNESS WHEREOF the parties have
put their respective signatures hereunder the day and year first hereinabove
written.
Signed and delivered by the withinnamed
Seller ...
in the presence of ... ...
Signed and delivered for and on behalf
of the withinnamed
M/s A B & Co. Ltd., by its
Managing Director ...
in the presence of ... ...
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