This Sales Contract (hereinafter “Agreement”) is entered into by and between (“Buyer”) and Roshan Oriental Rug Inc., (“Seller”), individually (“Party”) and together as the (“Parties”) to this Agreement. This Agreement will become effective as of the date the Parties sign this Agreement (“Effective Date”).
- Purchase Price; Payment Terms: The purchase price for the goods described herein is $ , ( Dollars). The total purchase price is due on or before (Date of Purchase). The Buyer shall provide in good funds the Purchase Price to the Seller in the form of Cash, Credit Card (subject to processing fees of 5%) and/or Check, as well as any other fees responsible by Buyer according to this Agreement (including any bounced check or transactional fees).
- Description of Goods: Seller has agreed to sell and the Buyer has agreed to purchase the following, (hereinafter, the “Goods”):
III. Delivery: Seller shall sell, transfer and/or deliver Goods to Buyer on or before (1-2 Business day after purchase Date) to a location mutually decided by the Parties. Buyer is responsible for all costs associated with the shipment of Goods. Buyer is responsible to pay all taxes, third-party expenses, and any other fees in connection with the Goods and/or this Agreement.
- Buyer retains no rights on improper delivery. The address provided by Buyer for delivery of the Goods is deemed as the correct address for the shipment carrier to deliver the Goods. Address for shipment to Buyer if being shipped: (Buyers Shippong Address Provided on the Invoce).
- Risk of Loss; Transfer of Title: Title to, and risk of loss of Goods, will pass to Buyer when Seller delivers Goods to the shipping carrier or otherwise puts Goods in transit to Buyer. Buyer will bear the risk of loss of Goods during shipment. Seller is not liable for delays in performance/non-performance due to unforeseen circumstances or causes beyond Seller’s reasonable control.
- Inspection of Goods; Acceptance: 1. Delivery via shipment: Buyer shall have the right to inspect Goods on arrival if shipped, and, within seven (7) calendar days after delivery, Buyer must give notice to Seller of any dispute or claim of damages of Goods due to the condition, quality, or other nonconformance of Goods. Buyer must specify the basis of its claim in writing and in detail. Failure of Buyer to comply with these conditions shall constitute irrevocable acceptance of Goods by Buyer. If Buyer gives Seller written notice of a dispute or claim within seven (7) calendar days, Seller, within a reasonable time will cure such dispute or claim. Seller will make reasonable accommodations to Buyer if a dispute or claim has been made in time by Buyer. If Seller remedies the dispute or claim by Buyer, Buyer may choose to cancel this Agreement, return Goods (at the Buyer’s expense) and receive a refund of only the Purchase Price of Goods paid by Buyer. Buyer may also choose to credit the Purchase Price against past/future transactions with Seller.
- In-person delivery: Buyer shall have the right to inspect Goods, in person at the time of pickup from Seller. Buyer shall retrieve goods from the Seller’s principal place of business or mutually accepted location. Buyer waives any/all rights to disputes and claims pertaining to Goods after in-person inspection and acceptance.
- Cost of inspection: Any and/or all costs or expenses for the inspection or appraisal of Goods shall be paid solely and be the sole responsibility of the Buyer.
- Termination & Remedies: Upon default or breach of this Agreement, the Party in default or breach shall have seven (7) calendar days to cure the default or breach (i.e. non-payment for Goods or non-delivery of Goods); if the breaching Party is unable to cure the default or breach within this time, the non-breaching Party may be entitled to cancel this Agreement. Upon enforcing this Agreement in Court, only Seller shall be entitled to recover from Buyer: any/all damages and costs, including, without limitation, all attorneys’ fees and costs incurred with the connection of enforcing this Agreement, in addition to any other rights or remedies available at law, in equity, or by statute in addition to the purchase price of the Goods sold to Buyer; whereas Buyer will be limited to only the recovery of the Purchase Price paid for Goods.
VII. Integration; Entire Agreement: This Agreement is intended to be the final, complete, and exclusive statement of the terms between Buyer and Seller. This Agreement supersedes all other prior and contemporaneous agreements and statements, whether written or oral, express or implied, ambiguity of terms or conditions pertaining in any manner to the engagement of the Buyer, and it may not be contradicted by evidence of any prior or contemporaneous statements or agreements. To the extent that the practices, policies, or procedures of Seller, now or in the future, apply to the Buyer are inconsistent with the terms of this Agreement, the provisions of this Agreement shall control.
VIII. Amendments & Waivers: Any of the provisions herein may be waived by the Party entitled to the benefit thereof; however, neither Party shall be deemed, by any act or omission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving Party, and then only to the extent specifically set forth in such writing. A waiver with reference to one event shall not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event. This Agreement may not be amended except by an instrument in writing signed by each of the Parties.
- Sellers Warranties: Seller hereby warrants and represents to the Buyer as follows:
- a. Marketable Title: Seller owns and has good & marketable title to the property being conveyed herein, free and clear of any pledges, liens, judgments, security interests, claims, or contract rights, and further promises and covenants to refrain from so encumbering the same after the date of the execution of this Agreement;
- b. Authority: Each Party mutually warrants to the other that it has full power and authority to enter into this Agreement and perform its obligations hereunder, and that the entering into of this Agreement and the performance of its obligations does not violate, and will not be in conflict with any provision of its articles of incorporation, bylaws, or other governing documents, or any contract with a third-party.
- c. Survival of Warranties: Seller’s representations, warranties, and covenants shall be true and complete as of the date hereof and as of the closing date shall survive the closing and the transactions contemplated by this Agreement.
- d. Disclaimer of Warranty; Due Diligence: THE GOODS ARE BEING SOLD “AS IS,” AND SELLER DISCLAIMS ALL WARRANTIES OF QUALITY, WHETHER EXPRESSED OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE. Buyer acknowledges that it has not been induced by any statements or representations of any person with respect to the quality or condition of the Goods and that no such statements or representations were made. Buyer acknowledges that it will rely solely on the investigations, examinations and inspections as Buyer has chosen to make at the time of inspection and/or at the time of delivery.
- Assignment; Delegation; Benefit: Buyer may not assign any of the rights under this Agreement or delegate any performance under this Agreement. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their legal representatives, successors and assigns.
- Indemnification; Damages; Limitations: It is agreed that Buyer shall, at its own cost and expense, defend, indemnify, protect, and hold harmless Seller from and against any and all claims arising out of or related to (i) breach of a covenant, representation, or warranty set forth in this Agreement, and/or (ii) the activities or omissions of Seller in connection with this Agreement, including but not limited to, negligence, wrongful act or misrepresentations, errors, or omissions. The indemnification obligation under this paragraph shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by/from Buyer under workers’ or workmen’s compensation acts, disability benefit acts, or other employee benefit acts. A) SELLER IS NOT LIABLE TO BUYER FOR ANY INDIRECT DAMAGES SUCH AS LOSS OF PROFIT (LOST PROFITS), BUSINESS OPPORTUNITIES, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES ARISING HEREFROM OR RELATED HERETO IN ANY CAUSE OF ACTION, EVEN IF ADVISED OF, OR MADE AWARE OF, THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF SELLER TO BUYER SHALL BE LIMITED TO THE PURCHASE PRICE OF THE GOODS. THE BUYER IS RESPONSIBLE FOR PAYING (INCLUDING SELLERS’ ATTORNEY’S FEES) THE TOTAL AMOUNT OF CONSIDERATION AND ASSOCIATED FEES PAID BY BUYER TO SELLER IN CONNECTION WITH THIS AGREEMENT. B) The Parties agree to act in a commercially reasonable manner that will service to mitigate any and all losses that may be incurred by the other Party through the timely communication of any and all issues that may arise during the performance under this Agreement.
XII. Non-Exclusive Engagement: Seller reserves the right to offer Goods of any kind or nature whatsoever to any person or entity as Seller, in its sole discretion, deems appropriate. Buyer acknowledges that this is a non-exclusive agreement, and that the Seller markets its Goods to others.
XIII. Severability: In the event any provision or sub-provision of this Agreement is held to be void, invalid, or unenforceable in any respect, then the same shall not affect the remaining provisions or sub-provisions hereof, which shall continue in full force and effect.
XIV. Headings & Interpretation; Counterparts: The headings used in this Agreement are for convenience only and not relevant to the interpretation of the provisions contained therein. By way of example and not in limitation, this Agreement shall not be construed in favor of the party receiving a benefit or against the party responsible for any particular language in this Agreement. Captions are used for reference purposes only and should be ignored in the interpretation of this Agreement. This Agreement may be signed in on or more counterparts, which together will form a single Agreement, and may also be signed electronically.
- Governing Law & Forum: The Parties to this Agreement agree and acknowledge that all provisions of this Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Virginia. Further, any action or lawsuit filed in connection with this Agreement must be done so in Fairfax County, Virginia.
IN WITNESS THEREOF, the Parties have entered this Agreement as of the Effective Date. Each Party acknowledges that it has read this entire Agreement, has had an opportunity to bargain the terms, understand the terms, and hereby agrees to be bound by the terms herein.