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A Sales Agreement or Contract For Sale to Be Used In China

 

A contract of sale is a legal contract an exchange of goods, services or property to be exchanged from seller (or vendor) to buyer (or purchaser) for an agreed upon value in money (or money equivalent) paid or the promise to pay same. It is a specific type of legal contract.

An obvious ancient practice of exchange in many common-law jurisdictions it is now governed by statutory law that is designed to make transactions among merchants and consumers straightforward and easy to understand. See commercial law.

Contracts for sale involving goods are governed by Article 2 of the Uniform Commercial Code in most United States and Canadian jurisdictions, however in Quebec such contracts are governed by the Civil Code of Quebec as a nominate contract in the book on the law of obligations. Here is a sample contract for sale:

EXCLUSIVE SUPPLIER AGREEMENT

This Exclusive  Supplier  Agreement (the  "Agreement")  is made and entered

into as of this 17 day of August,  2001 (the "Effective  Date"),  by and between

Viscus, a state of Delaware corporation,  having its principal place of business

at 16912 Gridley Place Cerritos CA 90703 ("Customer"), and Make Your Move, Inc.,

a Nevada  corporation,  having its  principal  place of business at 321 Broadway

Blvd., Reno, Nevada 89502 ("Supplier"), with reference to the following facts:

 

A. Customer has entered into an agreement  with  [Wal-Mart]  (the "Wal-Mart

Agreement") to operate and manage coffee stores (the "Coffee Stores") within all

Wal-Mart  stores located in the territory  consisting of [USA].  The term of the

Wal-Mart  Agreement  is for a period of 5 years  commencing  on October 2001 and

ending on October 2006.

 

B. Supplier is in the business of selling computers and computer components

including  point-of-sale  electronic  equipment,  hardware,  and  software,  and

providing  related  services  for such  use in  retail  operations,  such as the

operation of the Coffee Stores.

 

C.  Customer  desires to purchase  from Supplier all computers and computer

components  including  point-of-sale  equipment,  hardware,  and  software,  and

related services  necessary to manage and operate the Coffee Stores and Supplier

desires to provide the  foregoing  to Customer on the terms and  conditions  set

forth herein.

 

Based upon the foregoing,  and in  consideration of the mutual promises set

forth  herein,  and other  good and  valuable  consideration,  the  receipt  and

sufficiency   of  which  is   hereby   acknowledged,   Customer   and   Supplier

(collectively, the "Parties") hereby agree as follows,

 

1.   Exclusive Sale and Purchase; Project Plan. Customer and Supplier agree

that so long as the  Wal-Mart  Agreement  remains in effect,  Customer

shall purchase exclusively from Supplier, in accordance with the terms

of the Project  Plan  described  below,  all  computers  and  computer

components, including, without limitation, all point of sale equipment

and  other  hardware  (the  "Equipment"),   software  manufactured  or

supplied  by Supplier  (the  "Software"),  and the  various  training,

consulting,    installation,   and   support   services   (hereinafter

"Services")  necessary  for  Customer to operate and manage the Coffee

Stores.  Following  the  execution  of this  Agreement,  Customer  and

Supplier mutually agree to participate in the development and approval

of a project  plan (the  "Project  Plan").  This  Project  Plan  shall

provide  both  Parties  with  a  general  overview  of the  nature  of

Customer's  operation,   and  shall  clearly  specify  the  Equipment,

Software  and  Services  which  Customer  will need to  purchase  from

Supplier to properly  manage and operate the Coffee  Stores during the

term of this  Agreement.  The Project Plan, when mutually agreed to by

the  Parties,  shall be set forth in writing  and shall be executed by

both Parties. Such Project Plan may be amended, from time to time, but

only upon the mutual written  consent of both Parties.  If the Parties

are  unable to agree in  writing to a Project  Plan  within  (30) days

after the execution of this Agreement, either Party may terminate this

Agreement  by  providing  written  notice to the other  Party prior to

execution of the Project Plan. It is mutually agreed that both Parties

shall use their best  efforts to execute the terms and  conditions  of

the Project Plan.  When Customer is in need of Equipment,  Software or

Services to be  provided  by  Supplier  under the terms of the Project

Plan, Customer shall issue a purchase order to Supplier specifying the

type and amount of  Equipment,  Software  and Services to be purchased

from Supplier.  Such  purchases  orders shall be submitted to Supplier

within a reasonable time prior to the time in which Customer will need

to have the  Equipment  and Software  operational.  During the term of

this Agreement,  Customer agrees that it will not purchase  Equipment,

Software or Services  specified  in the Project  Plan from any vendor,

other  than  Supplier,  unless  Supplier  consents  in writing to such

purchase.

 

2.   Price and Taxes.

 

a. Purchase Price. The purchase price for the Equipment, Software

and Services  shall be Retail price + 20%  [Supplier's  direct  retail

price listing in effect at the time Customer  issues a purchase  order

above Supplier's cost at the time Customer issues a purchase order.

 

b. Prices Exclusive of Installation and Other Charges. All prices

are  exclusive  of  installation  and related  charges,  shipping  and

insurance charges which shall be billed  separately.  Installation and

related  charges  are subject to change due to  Customer's  failure to

complete site readiness,  non-standard site conditions,  force majeure

events or delays caused by Customer.  Customer  agrees to pay all such

additional  charges  as  invoiced  by  Supplier.  Any such  additional

charges,   as  a  result   of  a  force   majeure   event,   shall  be

pre-established  and agreed to between the Parties prior to any worked

performed.

 

c. Prices  Exclusive of Taxes. All prices are exclusive of sales,

use,  excise,  and other  taxes,  duties or charges.  Unless  Customer

provides  evidence of tax exempt  status,  Customer shall pay, or upon

receipt of invoice from  Supplier  shall  reimburse,  Supplier for all

such taxes or charges levied or imposed on Customer, or required to be

collected by Supplier,  resulting  from this  transaction  or any part

thereof.

 

d.  FOB and  Insurance.  All  prices  are FOB  unless  instructed

otherwise.  Supplier may arrange for insurance and standard commercial

shipping, the costs of which will be invoiced to Customer.

 

2.5  Right to Modify Orders. Prior to delivery, Supplier reserves the right

to make substitutions, modifications and improvements to the Equipment

and  Software,  provided  that  such  substitution,   modification  or

improvement shall not diminish or materially affect the performance of

the Software applications as they were originally  demonstrated to and

agreed upon by Customer and Supplier.

 

3.   Payment/Financing.  Unless otherwise agreed, invoice payment terms for

all purchases made under this Agreement shall be net ten (10) calendar

days on a per  order  basis  and  are  subject  to  credit  review  by

Supplier.  All  payments  shall be made to Supplier not later than the

agreed number of days from date of invoice. Late payments shall result

in the  assessment of a late charge equal to one and one-half  percent

(1 1/2%) per month on any outstanding  balance,  or the maximum amount

of interest chargeable by law, whichever is less.

 

4.   Equipment  Warranty.  Supplier's sole  responsibility to Customer with

respect to any Equipment or  components  and parts  manufactured  by a

third  party  and  incorporated  into the  Equipment  shall be to pass

through to Customer such original equipment  manufacturer's  available

product warranty. The warranty provided by said third parties does not

cover (i) any item of the Equipment which has been altered or modified

including any change,  addition, or improvement,  and (ii) any damage,

defects, malfunctions or service failures caused by:

 

a.  Customer's  failure  to follow  Supplier's  or the  Equipment

manufacturer's environmental,  installation,  operation or maintenance

specifications or instructions;

 

b.  Modifications,  alterations  or  repairs  made  other than by

Supplier or original Equipment manufacturers;

 

c. Customer's mishandling, abuse, misuse, negligence, or improper

storage,  servicing or operation of the Equipment  (including  without

limitation  use of equipment  that is not designed or suitable for use

in conjunction with the Equipment purchased from Supplier);

 

d. Power failures,  surges,  fire,  flood,  accident,  actions of

third parties or other like events outside Supplier's control. Repairs

necessitated during the warranty period by any of the foregoing causes

specified in Section 4.4 may be made by Supplier,  and Customer  shall

pay Supplier  standard  charges for time and materials,  together with

all shipping and handling charges arising from such repairs.

 

THIS  WARRANTY  CONSTITUTES  SUPPLIER'S  SOLE AND  EXCLUSIVE  WARRANTY WITH

RESPECT TO EQUIPMENT AND IS IN LIEU OF ANY OTHER WARRANTY,  EXPRESS,  IMPLIED OR

STATUTORY  INCLUDING THE WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR

PURPOSE.

 

5.   Software.

 

a.   License  to   Software.   Supplier   grants  to  Customer  a

non-exclusive,  non-transferable  license  to  use  the  Software  and

related  documentation   provided  hereunder.   The  license  term  is

perpetual and shall continue as long as Customer continues as a viable

entity, the fees for support and maintenance are current and the other

terms of this Agreement are met. The Software may include software and

documentation  that are  owned by third  parties  and  distributed  by

Supplier under license from the owner.

 

b. Copies of Software.  Customer shall not make any copies of the

Software, except as authorized in writing by Supplier.

 

c.  Confidentiality  of  Software.  Customer  shall  maintain the

confidentiality of the Software and shall not sub-license, sell, rent,

disclose, make available, or otherwise communicate the Software to any

other person,  or use the Software  except as expressly  authorized in

writing by Supplier.

 

d.  Ownership  of Software.  The Software and all copies  thereof

will at all times remain the sole and  exclusive  property of Supplier

or its licensor, as applicable,  and Customer shall obtain no title to

the Software.

 

e. Copyright.  Customer shall reproduce all copyright notices and

any other  proprietary  legends  on any copy of the  Software  made by

Customer.

 

f.  Alteration.   Customer  shall  not  modify,  disassemble,  or

decompile the Software.

 

g. Media. If Customer sells or otherwise  disposes of media owned

by Customer on which the Software is fixed,  such media must be erased

before any sale or disposal.

 

h. Warranty.  Supplier does not warrant that the operation of the

Software will be error free.  However,  Supplier  will use  reasonable

efforts to correct any  defects  reported by Customer in writing or by

verbal  notification  to  Supplier  following  the date of shipment or

installation,  if installation  was by Supplier,  exclusive of defects

caused by physical imperfections in Software discs due to mishandling,

operator  error or  interfacing  other systems that are not compatible

with the operations of the Equipment.

 

i. Substantial  Compliance.  Supplier  warrants that the Software

provided  under  this  Agreement   substantially   complies  with  the

representations made by Supplier when demonstrating the Software.

 

THIS  PROVISION  CONSTITUTES  SUPPLIER'S  SOLE AND EXCLUSIVE  LIABILITY AND

CUSTOMER'S SOLE AND EXCLUSIVE  REMEDY FOR DEFECTIVE OR  NON-CONFORMING  SOFTWARE AND IS IN LIEU OF ANY OTHER WARRANTY,  EXPRESS,  IMPLIED OR STATUTORY  INCLUDING THE WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

 

6.   Title and Risk of Loss.

 

a. Date of Delivery.  Delivery of any item of the  Equipment  and

Software shall be deemed complete when Customer  acknowledges  receipt

of the Equipment and Software by signature at time of delivery.  Title

to, and risk of loss for, the  Equipment and Software sold or licensed

under this  Agreement  shall pass to Customer upon delivery as defined

herein.

 

b. Security Interest. As security for the full and prompt payment

and  performance  when due of all  obligations of Customer to Supplier

under this  Agreement,  Customer  hereby grants to Supplier a security

interest in all Equipment and Software supplied to Customer hereunder.

Customer  shall  execute any notice or other  documentation  as may be

reasonably  requested  by Supplier at any time in order to  accomplish

the  intentions  of this  section.  This  obligation  shall include an

obligation  to execute any and all necessary  financing  statements to

perfect the security  interest  herein  granted to Supplier as well as

its ownership  interest,  if any, herein evidenced in order to perfect

Supplier's  interest in the  Equipment  and Software and its rights to

payment and  performance  by Customer under this  Agreement.  Supplier

shall pay all expenses of filing any  necessary  financial  statements

and documents with the appropriate public offices.

 

7.   Installation  Services.  The  following  shall apply in the event that

installation  and/or  integration  services  are part of any  purchase

order received by Supplier under this  Agreement.  In connection  with

the providing of installation  and/or integration  services,  Customer

and Supplier agree that the following shall be applicable:

 

a. Access to Customers  Premises.  Customer shall allow employees

or agents of Supplier access to the premises and facilities  where the

Equipment and Software is to be installed at all hours consistent with

the requirements of the Project Plan.

 

b. Access Necessary to Complete  Project.  Customer shall provide

Supplier   with   all    resources    and   required    documentation,

specifications,  procedures,  equipment, and systems as well as access

to employees,  agents,  consultants,  or third  parties  necessary for

completion of the installation services.

 

c.  Environmental.  Customer  shall assure that the premises will

meet all temperature, humidity controlled,  air-conditioned, and other

environmental  requirements  set  forth  in the  applicable  Equipment

specifications  and  will  be dry  and  free  from  dust  and in  such

condition  as not  to be  injurious  to the  employees  or  agents  of

Supplier or the Equipment to be installed.

 

d. Mechanical.  Customer shall provide all cabling, patch cables,

patch  panels,  conduits,  floor  reinforcements  or other  mechanical

modifications pertinent to installation of the Equipment for all sites

where the Equipment and Software will be installed.

 

e.  Electrical.  Customer shall provide ample electric current of

proper voltage for any necessary purpose suitable  terminated in rooms

and work spaces where it is required.

 

f. Space for  Installation.  Customer shall provide  suitable and

easily  accessible  space for installation of the Equipment within the

premises.

 

g. Permits and Approvals.  Customer shall be responsible  for the

timely  and  proper  securing  of  all  permits,  licenses,  consents,

including  landlords,  and approvals in connections  with the purchase

and installation of the Equipment, if any.

 

h. Indemnification. Customer specifically agrees to indemnify and

hold  Supplier  harmless  from all  liability  and costs  arising from

Customer and its  contractors,  subcontractors  and employees for site

preparation efforts or for the latent conditions of the site.

 

i. Installation. Supplier will install the Equipment and Software

at the premises requested by Customer. Customer will pay an additional

charge for any required  cable or conduit or  additional  coordination

performed by Supplier.  Supplier  will use its best efforts to install

the  Equipment  and Software  without  damaging  Customer's  premises.

Supplier,  however,  will not be  responsible  for  replacing  ceiling

tiles,  painting,  plastering  or making  other  repairs to  Customer'

premises   resulting  from  the  installation  of  the  Equipment  and

Software. Customer hereby holds Supplier harmless from any such damage

to  Customer'  property,  unless  the  damages  are  the  result  of a

negligent act or omission of Supplier's employee or subcontractor.

 

j.  Completion  of  Installation.  Supplier  shall  complete  the

installation   services   in   accordance   with   Supplier's   normal

installation practices. Supplier shall perform its standard acceptance

testing on the installed Equipment and Customer agrees to monitor said

testing.  Upon completion thereof, as described above,  Supplier shall

notify  Customer  the  Equipment  has been  installed  and operates in

accordance with applicable  test and performance  specifications.  The

date of such notification shall be the installation date. Supplier may

at its sole  discretion  use  subcontractors  to provide  installation

services.

 

8.   Training, Maintenance, and Support Services.

 

a. Training. Supplier will provide documents, manuals, and visual

aids to be utilized in the required  training of Customer's  employees

in use of Equipment and Software purchased under this Agreement.

 

b. Company Trainers. Customer shall designate specific members of

its staff as "Company  Trainers."  once fully trained and certified by

Supplier,  Company  Trainers  will  become the first  resources  to be

contacted by Customer' personnel who require assistance.  Questions or

problems that cannot be resolved by Company  Trainers will be referred

to Supplier.  Company  Trainers may be required to attend refresher or

re-certification  training  from  time  to  time  if  necessitated  by

changes, expansion or improvements in said Equipment and Software. The

Parties  agree  that  training  of  the  Customer's  "Trainers"  shall

commence on or about end of 2001. In situations  where it is necessary

for  Supplier's  personnel to travel in order to provide  services for

Customer,   Customer   agrees   to  pay  all   travel   expenses   for

transportation, food and lodging.

 

c.  Modifications and Customization of Software.  Suppliers shall

not be responsible for providing any  customizations  to the Equipment

and Software purchased under this Agreement, including but not limited

to "Interfaces" to other software or hardware  systems owned,  leased,

or licensed by Customer.  If Customer desires  specific  modifications

and/or  customizations  to the Equipment and Software  purchased under

the Agreement,  then Customer may retain  Supplier's  services for the

development  of  said  applications  and  will be  contracted  under a

separate  agreement.  d.  Maintenance  Fees.  Customer  agrees  to pay

monthly  maintenance  and support fees for web-sites  development  and

maintenance.

 

e.  Support  Services.  So long as Customer is current on monthly

support and  maintenance  fees,  Supplier  shall provide the following

support services for Software purchased under this Agreement.

 

i.  Upgrades.  Supplier  shall  provide  any  and  all  upgrades,

enhancements,  or  additions  to  existing  functionality  of Software

purchased  under  this  Agreement.  Customer  acknowledges  that  such

upgrades and  enhancements  may not be operative in  conjunction  with

either customized or modified software created by or for Customer, and

that Supplier  will not be obligated to retrofit the same.  Except for

those  modifications and  customizations  agreed upon and performed by

Supplier on behalf of Customer.

 

ii.  Assistance.  For  the  first  thirty  (30)  day  period

following  the  installation  date  at  each  customer  location,

Customer  shall be  entitled to 1 to 2 hours of  assistance  from

Supplier at no charge each month.  Calls for assistance which are

in excess of the allowances  stated above shall be charged at the

rate of Industrial Standard.

 

iii.  Defects.  In the event that a problem is  reported  to

Supplier as a defect in an Equipment or Software  purchased under

this Agreement, and Supplier's diagnosis confirms that the defect

is related to  customizations  or  modifications to said products

made by Customer or an agent of  Customer,  Supplier  retains the

right to  invoice  Customer  for all time spent  diagnosing  said

problem at a rate of  Industrial  Standard per hour.  Any further

work  will be  billable  only at  Customer'  option  and  request

pursuant to a purchase order and/or separate Service Agreement.

 

9.   Excusable Delay.  Supplier shall be excused from performance under the

purchase  order and not be liable to Customer for delay in performance

attributable  in whole or in part to any cause  beyond its  reasonable

control,  including  but not  limited  to,  action or  inaction of any

government,  war, civil disturbance,  insurrection,  sabotage,  act of

public  enemy,  labor  strike,  difficulty  or dispute,  unpredictable

failure   or  delay   in   delivery   by   Supplier's   suppliers   or

subcontractors,   transportation  difficulties,  shortage  of  energy,

materials,  accident,  fire,  flood,  storm  or other  act of God,  or

Customer'  fault or  negligence.  In the event of an excusable  delay,

Supplier  shall  make  reasonable  efforts to notify  Customer  of the

nature and extent of such a delay and  Supplier  will be entitled to a

reasonable  schedule  extension.  In the  event a delay  results  from

Customer's  fault or negligence,  Supplier will also be entitled to an

equitable  adjustment  calculated on a time and materials  basis which

shall be mutually agreed upon.

 

10.  Change, Cancellation, and Termination.

 

a. Cancel of Purchase Order. If Customer cancels a purchase order

within  thirty (30) days prior to scheduled  shipment  date,  Customer

shall pay to Supplier a restocking  fee of Twenty percent (20%) of the

canceled  purchase order.  Supplier shall not assess any  cancellation

charges if Supplier cancels an order.

 

b. Breach of Agreement.  In the event that either Party  breaches

any provision of this Agreement,  and fails to cure such breach within

thirty  (30) days  after  written  notice  from the other  Party,  the

breaching Party shall be in default.

 

c.  Liability  of  Supplier.  Supplier's  maximum  liability  and

Customer's  maximum  recovery  for  any  claim  arising  out  of or in

connection  with the sale or use of the Equipment  and Software  shall

not in the  aggregate  exceed  the  price  paid by  Customer  for such

Equipment and Software hereunder.

 

d.  Changes to  Software.  Supplier  agrees that it will not make

changes in the Software  that will prevent  Customer  from running the

Software on the  Equipment  provided by Supplier as part of its system

for a One (1) year period following installation. Supplier agrees that

if such event occurs, it will provide a refund to Customer  calculated

upon a Month-by-Month  pro-rated  depreciation  schedule.  The Parties

understand that the aforementioned hardware will only be guaranteed to

operate with the Software for a One (1) year period. Hardware upgrades

may be required in order to operate  future and  improved  versions of

the Software.  Supplier  shall provide Three (3) months advance notice

of  anticipated  changes in future  versions of the Software that will

require Customer to upgrade or replace existing  Equipment in order to

operate said future versions of the Software upon its general release.

 

11.  Infringement Indemnification.

 

a.  Notification  of  Infringement.  Customer  agrees to promptly

notify Supplier in writing of any notice,  suit, or any action against

Customer based upon a claim that the Software infringes a U.S. patent,

copyright,  trademark, or trade secret of a third party. Supplier will

defend at its expense any such action,  except as excluded below,  and

shall have full  control of such  defense  including  all  appeals and

negotiations,  and will pay all settlement  costs,  or damages awarded

against  Customer,  but  Supplier  shall not be liable to Customer for

special incidental, indirect or consequential damages.

 

b.  Replacement  of  Infringed  Software.  In the  event  of such

notice,  suit or action,  Supplier  will at its  expense  procure  for

Customer  the right to  continue  using the  Software,  or modify  the

Software to render such non-infringing, or accept, return, and replace

such with substantially equivalent  non-infringing software, or accept

return of the  Software and refund or credit to Customer the amount of

the original purchase price, less a reasonable charge for depreciation

(based upon a Month by Month usable life).

 

c.   Limitations  on   Infringement   Liability.   The  preceding

agreements  by  Supplier  in  this  section  shall  not  apply  to any

hardware, software, or related product or portion thereof manufactured

to  specifications  furnished  by or on  behalf  of  Customer,  to any

infringement  arising out of the use of the  Software  in  combination

with other  hardware,  software,  or related  product not furnished by

Supplier,  or to any patent,  copyright,  trademark or trade secret in

which  Customer or  subsidiary or affiliate  thereof,  has a direct or

indirect  interest,  or if Customer  has not  provided  Supplier  with

prompt notice,  authority,  information  and  assistance  necessary to

defend the  action.  The  foregoing  states the  entire  liability  of

Supplier   for  patent,   copyright,   trademark   and  trade   secret

infringements by the Software or portion thereof.

 

12.  Technical Data and Invention.

 

a. Technical Data. Unless  specifically  identified and priced in

this  contract as a separate item or items to be delivered by Supplier

(and in that event,  except to the extent so  identified  and priced),

the sale of goods  hereunder  confers on Customer no right in, license

under,  access to, or  entitlement  of any kind,  to any of Supplier's

technical   data   including  but  not  limited  to  design,   process

technology,  software and drawings, or to technical data including but

not limited to design,  process technology,  software and drawings, or

to Supplier's  invention  (whether or not patentable)  irrespective of

whether any such  technical  data or invention or any portion  thereof

arose out of work  performed  under or in the course of this contract,

and  irrespective of whether  Customer has paid or is obligated to pay

Supplier for any part of the design and/or development of the goods.

 

b. Data Received from  Customer.  Supplier shall not be obligated

to  safeguard  or hold  confidential  any data  whether  technical  or

otherwise,  furnished by Customer for  Supplier's  performance of this

contract  unless (and only to the extent  that)  Customer and Supplier

have entered into a separate mutual non-disclosure and confidentiality

agreement.

 

c.  Data  Received  from  Supplier.   Customer  acknowledges  and

recognizes  that  Supplier is in the  business  of selling  computers,

computer  components  and equipment,  and software,  which business is

highly  competitive,  and that Customer,  during its relationship with

Supplier,  will  have  access  to and  become  familiar  with  certain

proprietary  information of Supplier,  including  without  limitation,

client  information,  design  information,  methods of operation,  and

technical  data of a highly  confidential  nature.  During the term of

this  Agreement  and at all times  thereafter,  Customer  agrees that,

unless this  information has already become common knowledge or unless

required  to disclose  it by a court  order or  governmental  process,

Customer  shall hold the  information  in trust solely for  Supplier's

benefit and Customer shall not use or exploit such information for its

own benefit,  and shall not directly or indirectly  disclose it to any

person or  entity,  other  than  Customer's  employees  or  personnel,

without  Supplier's  prior written  permission.  Customer may disclose

such  information  to its  employees and  personnel,  but only if such

employees and personnel have a need to know of such information in the

course of Customer's  operation of its  business.  With respect to all

confidential  information,  Customer  will  instruct its employees and

personnel to keep this information confidential and not to disclose it

directly  or  indirectly  to any person or entity  without  Supplier's

prior written permission.

 

13.  Sale or Cessation of Customer's  Business.  In the event of (i) a sale

or other disposition of Customer's  business,  either by sale or other

disposition of all or  substantially  all of its assets or the sale or

other  disposition  of  all  or a  majority  of  the  stock/membership

interests in Customer,  or (ii) an assignment  or other  conveyance of

its rights to manage and operate the Coffee  Stores under the Wal-Mart

Agreement,  Customer  agrees that it will cause the  transferee of the

business or the assignee of its rights under the Wal-Mart Agreement to

assume  Customer's  obligations  under  this  Agreement  and  no  such

transfer  or  assignment   shall  operate  to  release  Customer  from

Customer's  obligations under this Agreement without the prior written

consent  of  Supplier  in  Supplier's  sole and  absolute  discretion.

Customer further agrees that prior to execution of this Agreement,  it

will provide Wal-Mart with notice of this Agreement and the provisions

of this Section 13. In the event of a liquidation  or other  cessation

of Customer's  business  (without  sale or transfer of the  business),

Customer  shall give  Supplier at least Three (3) months prior written

notice of its intention to discontinue its business. Failure to comply

with this  Section  13.  Shall  constitute  a material  breach of this

Agreement by Customer.

 

14.  Assignment.  Neither  Party may assign this  Agreement  in whole or in

part without the prior written  consent of the other Party.  (It shall

not be considered an "assignment" if either Party applies the contract

to wholly  owned  subsidiaries,  or, to other  ventures  in which they

remain the  controlling  entity,  provided,  however that the forgoing

shall not release such Party from or affect such  Party's  obligations

under this Agreement.)

 

15.  Term. This Agreement shall become effective on the date upon which the

Party last  signing  below signs this  Agreement  and shall  remain in

effect for so long as the Wal-Mart Agreement remains in effect, unless

otherwise  terminated  earlier pursuant to the terms of this Agreement

or  terminated  earlier  by mutual  written  consent  of the  Parties.

Furthermore,  either Party may terminate this Agreement immediately in

the  event  that the other  Party has  breached  a  provision  of this

Agreement and has failed to cure the breach  within a reasonable  time

or in  the  event  that  the  other  Party  shall  become  liquidated,

dissolved,  bankrupt or  insolvent,  or shall take any action to be so

declared.

 

16.  Miscellaneous.

 

a.  Entire  Agreement.   This  Agreement  and  attached  Exhibits

constitute  the entire  agreement  between  Customer and Supplier with

respect to the subject matter hereof and there are no representations,

understandings  or  agreements  which are not fully  expressed in this

Agreement.

 

b. Cooperation. The Parties acknowledge and agree that successful

completion  of this  Agreement  shall require the full and mutual good

faith cooperation of each of the Parties.

 

c. Amendments. No amendment,  change, waiver, or discharge hereof

shall be valid unless in writing and signed by the Party against which

such amendment, change waiver, or discharge is sought to be enforced.

 

d. Nevada Law;  Exclusive  Jurisdiction and Venue. This Agreement

shall be governed  in all  respects by the laws of the State of Nevada

without regard to its conflict of laws provisions, and Corporation and

Contractor  agree that the sole and exclusive  venue and  jurisdiction

for disputes  arising  from this  Agreement  shall be the  appropriate

state or federal court  located in the City of Reno,  and Customer and

Supplier hereby submit to the venue and jurisdiction of such courts.

 

e. Notice.  Any notice provided  pursuant to this  Agreement,  if

specified  to be in  writing,  shall be in writing and shall be deemed

given (i) if by hand delivery,  upon receipt thereof, (ii) if by mail,

three (3)  business  days after  deposit in the United  States  mails,

postage prepaid, certified mail, return receipt requested, (iii) if by

facsimile transmission,  upon electronic confirmation thereof, (iv) if

by electronic mail (e-mail),  upon electronic  confirmation thereof or

(v) if by next day delivery service,  upon such delivery.  All notices

shall be addressed  as follows (or such other  address as either Party

may in the future specify in writing to the other):

 

In the case of Supplier:                                In the case of Customer:

 

Attn:  Mr. Henry Rolling                                Attn:  Mimi H. Ban

321 Broadway Blvd.                                      16912 Gridley Place

Reno, Nevada 895022                                     Cerritos, CA 90703

Phone:  (775) 322-5567                                  Phone:  (714) 994-5800

Email:  ___________________________                     Email: This e-mail address is being protected from spambots. You need JavaScript enabled to view it

 

a. Waiver.  The wavier or failure of either Party to exercise any

right in any respect  provided for herein shall not be deemed a waiver

of any further right hereunder.

 

b. Interpretations.  All references to "Business Days" shall mean

all days excluding  Saturdays,  Sundays and legal holidays observed in

Reno,  Nevada.  All references to the masculine,  feminine,  neuter or

singular  shall  also  refer to the  masculine,  feminine,  neuter  or

plural, where applicable.

 

c. Severability.  If any section, portion, provision,  paragraph,

clause, sentence,  language or word of this Agreement is determined to

be invalid,  illegal,  void,  voidable or unenforceable for any reason

whatsoever, this Agreement shall be read as if it did not contain such

section, portion, provision,  paragraph, clause, sentence, language or

word,  it is to that extent to be deemed  omitted,  and the balance of

this Agreement shall remain enforceable.

 

d.  Counterparts.  This  Agreement  may be  executed  in  several

counterparts, including by means of facsimile signatures, all of which

taken  together  shall  constitute  the entire  agreement  between the

Parties hereto.

 

e. Headings.  The section  headings used herein are for reference

and  convenience  only and  shall not  enter  into the  interpretation

hereof.

 

f.  Approvals  and Similar  Actions.  Unless  otherwise  provided

herein,  where  agreement,  approval,  acceptance,  consent or similar

action by either  Party  hereto is required by any  provision  of this

Agreement,  such action shall not be unreasonably delayed or withheld.

g.  Attorneys'  Fees.  Each Party hereto shall be responsible  for and

shall pay for their own costs and attorneys' fees. Notwithstanding the

foregoing, if either Party brings any action or proceeding, subsequent

to the  execution  of this  Agreement,  to  interpret  or enforce  any

provision hereof, the prevailing Party shall be entitled to reasonable

fees and costs, including attorneys' fees.

 

h.  Further  Documents.  Each Party agrees to perform any further

acts and to execute and deliver any additional  documents which may be

reasonably necessary to effectuate the provisions of this Agreement.

 

CUSTOMER:                                         SUPPLIER:

 

Viscus Coffee International Inc.,                 Make Your Move, Inc., a Nevada

a Delaware corporation                            Corporation

 

Title President                                   Title President

This is a sample contract for sale of goods. It is designed to give you a general idea what a contract for sale of goods is. Although it includes some of the basic terms and conditions, it doesn't include your specific circumstance. So please keep in mind never use this template as an binding contract between you and your Chinese buyer or Chinese supplier. At least, the contract for sale between you and your Chinese business partner should be in both Chinese and English.

 

 

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