Firm Offer | Free Sample Printable Blank Legal Forms

Firm Offer

_________________________, referred to herein as supplier offers to sell to _________________________, referred to herein as “Customer”, the following:

Item: ___________________________________
Quantity of purchase: ___________________
Maximum number of units available: ______
Terms: __________________________________
Price per unit: _________________________

This is a firm offer under Section 2-205 of the Uniform Commercial Code and will remain open for 30 days from date of making.

For _______________________________________________________

Dated: __________________________

The offer made by __________________________ is accepted, and the following order entered as is provided in the offer:
Item: _________________________________
Quantity of purchase: _________________
Delivery date requested: ______________
Terms: ________________________________
For ___________________________________

___________________________________________________
Customer

Dated: __________________________


Firm Offer | Free Sample Printable Blank Legal Forms

Equipment Lease Agreement | Free Sample Printable Blank Legal Forms

Equipment Lease

This Equipment Lease ("Lease") is made effective as of ____________ (Date), by and between _________________ ("Lessor") and _____________________ ("Lessee"). I
The agreement of the parties is as follows:

1. Equipment subject to Lease. Lessor shall lease the Equipment (“Equipment”) listed in Exhibit 1.

2. Payment Terms. The Lessee shall make ___ payments of $________, for a total amount of $________. Payments shall be due on the first day of each month, with the first payment due on __________________. The lease payments shall be due without further notice to Lessee of any payment being due.

3. Late Charge. A late charge of 5% of the payment shall be due if any Lease payment is not received within 10 days of the due date. In addition, interest will be charged at the rate of 1.5% per month, or 18% per year, on any unpaid balances.

4. Insufficient Check Charge. Lessee shall be charged $25 for each check that is returned to the Lessor for lack of sufficient or collectible funds or for any other reason whatsoever.

5. Security Deposit. Lessee shall pay a security deposit of two payments or $ _______, at the time this Lease is signed. This deposit will be returned to the Lessee at the termination of this Lease, subject to the option of the Lessor applying it against Lease charges and damages. Any amounts refundable to the Lessee shall be paid at the time this Lease is terminated. The security deposit shall bear interest at an annual rate of 6% from the date paid to the Lessor until the date refunded, based on the total amount of the security deposit.

6. Lease Term. This Lease shall begin on the above effective date and shall terminate on ______________ (Date), unless otherwise terminated in a manner consistent with the terms of this Lease.

7. Location or locations of the Equipment. The equipment shall be located at ____________________________________________________________________during the lease term, and shall not be removed from that location without the Lessor's prior written consent.

8. Operation and Care of Equipment. The equipment must be used and operated in a careful and appropriate manner. Its use must comply with all laws, ordinances, and regulations relating to the possession, use, or maintenance of the equipment, including registration and/or licensing requirements, if any.

9. Maintenance and Repair. Lessee shall maintain at the Lessee's cost, the equipment in good repair and operating condition, allowing for reasonable wear and tear. Such costs shall include labor, material, parts, and any similar items.

10. Alternations. Lessee shall make no alterations to the equipment without the prior written consent of Lessor. All alterations shall be the property of Lessor and subject to the terms of this Lease.

11. Right of Inspection. Lessor shall have the absolute right to inspect the Equipment during Lessee's normal business hours.

12. Equipment Return at the end of the Lease. At the end of the Lease term, the Lessee shall be obligated to return the equipment to the Lessor at the Lessee's expense.

13. Renewal Option of the Lessee. If Lessee is not in default upon the expiration of this lease, the Lessee shall have the option to renew this Lease for a similar term on such terms as the parties may mutually agree upon at the time of such renewal, the end of the Lease period covered in this Agreement.

14. Purchase Option. If Lessee is not in default under this Lease, the Lessee shall have the option to purchase items of equipment at the end of the lease term for the price specified for such items of equipment in the attached Exhibit 1. Lessee shall exercise this option by providing written notice to the Lessor of such intent at least 30 days prior to the end of the lease term.

15. Equipment Acceptance by Lessee. Lessee shall inspect each item of equipment delivered pursuant to this Lease. The Lessee shall immediately notify the Lessor of any discrepancies between such item of equipment and the description of the equipment in the Equipment Schedule. If the Lessee fails to provide such notice before accepting delivery of the equipment, the Lessee will be conclusively presumed to have accepted the equipment as specified in Exhibit 1.

16. Ownership and Legal Status of Equipment. Equipment will be deemed to be personal property, regardless of the manner in which it may be attached to any other property. Lessor shall be deemed to have retained title to the equipment at all times, unless the Lessor transfers the title by sale. The Lessee shall immediately advise the Lessor regarding any notice of any claim, levy, lien, or legal process filed or issued against the equipment.

17. No Warranty. Lessor makes no warranties, express or implied, as to the equipment leased. Lessee assumes the responsibility for the condition of the equipment.

18. Risk of Loss or Damage and Insurance. Lessee assumes all risk of loss or damage to the equipment from any cause, and agrees to return it to the Lessor in the condition received from the Lessor, with the exception of normal wear and tear, unless otherwise provided in this Lease. Lessee shall provide evidence of insurance of the equipment and make Lessor a Named party on the insurance policy. Any lapse of insurance shall be considered a default under the terms of this Agreement.

19. Indemnity of Lessor for Loss or Damages. Unless otherwise provided in this Lease, if the equipment is damaged or lost, Lessor shall have the option of requiring the Lessee to repair the equipment to a state of good working order, or replace equipment with like equipment in good repair, which equipment shall become the property of the Lessor and subject to this Lease.

20. Liability and Indemnity. Liability for injury, disability, and death of workers and other persons caused by operating, handling, or transporting the equipment during the term of this Lease is the obligation of Lessee, and Lessee shall indemnify and hold Lessor harmless from and against all such liability. Lessee shall maintain liability insurance of at least $1 million as further discussed in Section 18 above, entitled “Risk of Loss or Damage and Insurance.

21. Taxes and Fees. During the term of this Lease, the Lessee shall pay all applicable taxes, assessments, and license and registration fees on the equipment.

22. Default. The occurrence of any of the following shall constitute a default under this Lease:

A. Failure to make a required payment under this Lease when due.

B. Violation of any other provision or requirement that is not corrected within 10 days after written notice of the violation is given.

C. The insolvency or bankruptcy of Lessee.

D. The subjection of any of Lessee's property to any levy, seizure, assignment, application or sale for or by any creditor or government agency.

23. Rights upon Default. In addition to any other rights afforded the Lessor by law, if the Lessee is in default under this Lease, without notice to or demand on the Lessee, the Lessor may take possession of the equipment as provided by law, deduct the costs of recovery (including attorney fees and legal costs), repair, and related costs, and hold the Lessee responsible for any deficiency. The rights and remedies of the Lessor provided by law and this Agreement shall be cumulative in nature. Lessor shall be obligated to re-lease the equipment, or otherwise mitigate the damages from the default, only as required by law.



Exhibit 1: Equipment Schedule
Lease End Purchase Price: (Should be included; very important).


Equipment Lease Agreement | Free Sample Printable Blank Legal Forms

Equipment Lease, Assignment of | Free Sample Printable Blank Legal Forms

Assignment of Equipment Lease

This Assignment of Equipment Lease (“Assignment”) is made as of _______________ (Date) by and between ___________________________ Original Lessee (“Assignor”) of _______________________________ (Address) and ___________________________ New Lessee (“Assignee”) of _______________________________________________.

Whereas by a lease dated _________ made between ____________________, the original Lessor (the "Lessor") and the Assignor (the "Lease"), the Lessor leased to the Assignor ___________________________________________ ("Equipment"), subject to the covenants and agreements contained in the Lease, a copy of which is attached hereto as Exhibit 1; and the Assignor wishes to assign to the Assignee, and the Assignee wishes to be assigned, the Lease;

Therefore in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged) the parties hereby agree as follows:

1. The Assignor hereby assigns to the Assignee its interest in the Equipment and the Lease and all benefit and advantage to be derived there from.

2. The Assignee covenants and agrees to pay the monthly lease payments and observe and perform all of the lessee's covenants and obligations contained in the Lease.

3. The Assignee agrees to be bound by all the terms, covenants, conditions and obligations in the Lease as if the Assignee had entered into the Lease with the Lessor and as if the Assignee were the original lessee under the Lease.

4. The Assignee agrees to obtain a consent from the Lessor, whereby the Lessor consents to the assignment of the Lease to the Assignee.

5. The Assignee indemnifies and holds harmless the Assignor from and against any and all costs, expenses, damages and losses which the Assignor may suffer or incur relating to the Equipment and the Lease from and after the date hereof, including but not limited to any costs, expenses, damages and losses which arise as a result of the failure of the Assignee to comply with the terms of this paragraph.

6. This Assignment shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.

7. Notices.

Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or a recognized over night delivery service such as FedEx.

If to the Assignor: _____________________________________________________.

If to the Assignee: _____________________________________________________.

If to the Lessor: _______________________________________________________.

8. No Waiver.

The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.

9. Entirety of Agreement.

The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement. There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein. No change can be made to this Agreement other than in writing and signed by both parties.

10. Governing Law.

This Agreement shall be construed and enforced according to the laws of the State of ____________________ and any dispute under this Agreement must be brought in this venue and no other.

11. Headings in this Agreement

The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.

12. Severability.

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

In Witness whereof, the parties have executed this Agreement as of the date first written above.

_________________________ _______________________
Assignor Assignor

___________________ _______________________
Date Lessor


Equipment Lease, Assignment of | Free Sample Printable Blank Legal Forms

Distributor Agreement, Non-Exclusive | Free Sample Printable Blank Legal Forms

Non-Exclusive Distributor Agreement

This Non-Exclusive Distributorship Agreement ("Agreement") is made and effective this ______________ (Date), by and between ("Distributor") ________________________ (Name and Address) and ("Manufacturer") ____________________________________ (Name and Address). Manufacturer desires to appoint Distributor, and Distributor desires to accept appointment, as a non-exclusive distributor of Manufacturer's products within a defined area as set forth herein.

Therefore, in consideration of the mutual agreements and promises set forth herein, it is agreed:

1. Rights Granted.

Manufacturer hereby grants to Distributor the non-exclusive right, on the terms and conditions set forth herein, to purchase, inventory, promote and resell "Manufacturer's Products" (as defined below) within the following area (the "Territory"): Nothing herein shall prevent or prohibit Manufacturer from selling any of Manufacturer's Products to other distributors or directly to customers other than the ones as listed as follows: ______________________________________________________________________.

2. Products.

The term "Manufacturer's Products," in this Agreement, shall mean the products, related service parts and accessories manufactured and/or sold by Manufacturer as follows: ______________________________________________________________________.

3. Terms of Sale.

All sales of Manufacturer's Products to Distributor shall be made pursuant to this Agreement at such prices and on such terms, as Manufacturer shall establish from time to time with at least thirty (30) days written notice. All prices are FOB Manufacturer's plant or warehouse location, unless otherwise stated in this Agreement. Risk of loss due to damage or destruction of Manufacturer's Products shall be the responsibility of the Distributor after delivery to the carrier for shipment. Manufacturer will select the shipper unless Distributor requests a reasonable alternative. All orders are subject to acceptance by Manufacturer. Except as otherwise expressly agreed by Manufacturer in advance, this Agreement shall control all aspects of the dealings between the parties with respect to the Manufacturer's Products and any additional or different terms in any Distributor order are hereby rejected unless the parties specifically agree to them in advance of shipment and mutually sign another agreement to that effect.

4. Payment.

Distributor shall pay all charges due hereunder within thirty (30) days after the date of Manufacturer's invoice. Payment shall be made as shown on the invoice. Manufacturer may impose a late payment charge of one percent (I.5%) per month on any overdue unpaid balances.

5. Marketing Policies.

Distributor will at all times maintain adequate inventories of Manufacturer's Products and will promote vigorously and effectively the sale of Manufacturer's Products through all channels of distribution prevailing in the Territory, in conformity with Manufacturer's established marketing policies and programs. Distributor will use its best efforts to sell Manufacturer's Products to aggressive, reputable, and financially responsible dealers providing satisfactory consumer service throughout Distributor's primary marketing area. Distributor is authorized to enter into written agreements with its dealers relating to the purchase, resale and service of Manufacturer's Products on forms approved by Manufacturer for this purpose. The risk of collection from dealers, however, is entirely the risk undertaken by the Distributor. The Distributor may not, under any circumstances, chargeback Manufacturer for unpaid invoices by a dealer or dealers.

6. Distributor's General Duties.

A. Distributor shall maintain a place of business in the Territory, including suitable
showroom facilities to display Manufacturer's Products. Distributor shall provide
maintenance service on Manufacturer's Products sold in the Territory, using
qualified personnel and subject to service policies satisfactory to Manufacturer.

B. Distributor shall hire sales personnel or appoint representatives to introduce, promote, market and sell Manufacturer's Products in the Territory. Distributor shall adequately train such personnel and/or representatives. Distributor shall employ sufficient numbers of sales personnel and/or representatives to market Manufacturer's Products in the Territory.

C. Distributor agrees not to engage in the distribution promotion, marketing or sale
of any goods or products that compete or conflict with Manufacturer's Products. Distributor agrees to supply to Manufacturer a list of items handled by Distributor following Manufacturer's request to ensure that no conflict exists.

7. Sales Policies.

A. Manufacturer may establish sales quotas, giving reasonable regard to past performance and market potential of the manufacturer’s Products, from time to time. Distributor agrees to employ sales personnel of demonstrated capacity to attain such quotas and consents to rewards directly to such personnel by Manufacturer in recognition of superior performance.

B. Manufacturer will provide Distributor with merchandising assistance from time to time in the form of advertising programs, product and sales training, and field sales assistance.

C. Distributor agrees to use such assistance in carrying out Manufacturer's merchandising and sales promotion policies.

8. Advertising Policies.

Manufacturer will cooperate with Distributor and its dealers in providing for continuous and effective advertising and promotion of Manufacturer's Products throughout the Territory, and Distributor agrees at Distributor's expense to participate in, actively promote and faithfully comply with the terms and conditions of such cooperative advertising and merchandising programs as Manufacturer may establish and offer to Distributor from time to time. Nothing herein shall prevent Distributor from separately advertising and marketing the Manufacturer's Products within the Territory, provided the form and content of the advertising or marketing materials are approved by Manufacturer in advance.

9. Warranty Policies.

If any of Manufacturer's Products are proven to Manufacturer's satisfaction to have been defective at time of sale to Distributor, Manufacturer will make an appropriate adjustment in the original sales price of such product or, at Manufacturer's election, replace the defective product. Manufacturer shall provide to Distributor information with respect to Manufacturer's limited warranty extended to the original consumer of Manufacturer's Products. MANUFACTURER MAKES NO WARRANTY TO DISTRIBUTOR, OR ITS CUSTOMERS, WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10. Indemnification.

A. Manufacturer agrees to protect Distributor and hold Distributor harmless from any loss or claim arising out of inherent defects in any of Manufacturer's Products existing at the time such product is sold by Manufacturer to Distributor, provided that Distributor gives Manufacturer immediate notice of any such loss or claim and cooperates fully with Manufacturer in the handling thereof.

B. Distributor agrees to protect Manufacturer and hold Manufacturer harmless from any loss or claim arising out of the negligence of Distributor, Distributor's agents, employees or representatives in the installation, use, sale or servicing of Manufacturer's Products or arising out of any representation or warranty made by Distributor, its agents, employees or representations with respect to Manufacturer's Products that exceeds Manufacturer's limited warranty. Further, in the event that any of Distributor's dealers shall, with respect to any of Manufacturer's Products purchased from Distributor, fail to discharge the dealer's obligations to the original consumer pursuant to the terms and conditions of Manufacturer's product warranty and consumer service policies, Distributor agrees to discharge promptly such unfulfilled obligations.

11. Order Processing and Returns.

A. Manufacturer will employ its best efforts to fill Distributor's orders promptly on acceptance, but reserves the right to allot available inventories among distributors and end user customers at its discretion.

B. Except for Manufacturer's products that are defective at the time of sale to Distributor, Manufacturer shall not be obligated to accept any of Manufacturer's Products that are returned. In the event such returns are accepted, Manufacturer may impose a reasonable restocking charge.

12. Financial Policies.

Distributor acknowledges the importance to Manufacturer of Distributor's sound financial
operation and Distributor expressly agrees that it will:

A. Maintain and employ in connection with Distributor's business and operations under this Agreement such working capital and net worth as may be required to enable Distributor properly carry out and perform all of Distributor's duties, obligations and responsibilities under this Agreement;

B. Pay promptly all amounts due Manufacturer in accordance with terms of sale extended by Manufacturer from time to time;

C. Furnish Manufacturer with financial statements in such form as Manufacturer may reasonably require from time to time for credit purposes; and

D. Furnish, at Manufacturer's request, a detailed reconciliation of Manufacturer's statements of account with Distributor's records, listing all differences, and showing net amount Distributor acknowledges to be due Manufacturer.

In addition to any other right or remedy to which Manufacturer may be entitled, shipments may be suspended at Manufacturer's discretion in the event that Distributor fails to promptly and faithfully discharge each and every obligation in this Section.

13. Use of Manufacturer's Name.

Distributor will not use, authorize or permit the use of, the name or any other trademark or trade name owned by Manufacturer as part of its firm, corporate or business name in any way. Distributor shall not contest the right of Manufacturer to exclusive use of any trademark or trade name used or claimed by Manufacturer. Distributor may, subject to Manufacturer's policies regarding reproduction of same, utilize Manufacturer's name, trademarks and logos in advertising, on stationery and business cards, or on its website.

14. Relationship of the Parties.

The relationship between Manufacturer and Distributor is that of vendor and vendee. Distributor, its agents and employees shall, under no circumstances, be deemed employees, agents or representatives of Manufacturer. Distributor will not modify any of Manufacturer's Products without written permission from Manufacturer. Neither Distributor nor Manufacturer shall have any right to enter into any contract or commitment in the name of, or on behalf of the other, or to bind the other in any respect whatsoever.

15. Term and Termination.

Unless earlier terminated as provided below, the term of this Agreement shall commence on ________________ (Date) and shall continue until ______________ (Date). At the end of the term, the Agreement shall continue until terminated by either party on at least 30 Days prior notice.

A. Manufacturer may terminate at any time by written notice given to Distributor not less than ninety (90) days prior to the effective date of such notice in the event Manufacturer decides to terminate all outstanding distributor agreements for Manufacturer's Products and to offer a new or amended form of distributor agreement.

B. Manufacturer may terminate this Agreement upon notice to Distributor on any of the following events: (1) failure of Distributor to fulfill or perform any one of the duties, obligations or responsibilities of Distributor in this Agreement, which failure not cured within 30 Days notice from Manufacturer; (2) any assignment by Distributor of any interest in this agreement or delegation of Distributor’s obligations without Manufacturer's written consent; (3) any sale, transfer or relinquishment, voluntary or involuntary, by operation of law or otherwise, of a material interest in the direct or indirect ownership or any change in the managers of Distributor; (4) failure of Distributor for any reason to function in the ordinary course of business; (5) conviction in a court of competent jurisdiction of Distributor, or of a significant partner, principal officer or major stockholder of Distributor for any violation of law that, in Manufacturer's opinion, to affect adversely the operation or business of Distributor or the good name, goodwill, or reputation of Manufacturer, products of Manufacturer, or Distributor; or (6) submission by Distributor to Manufacturer of fraudulent reports or statements, including, without limitation, claims for any refund, credit, rebate, incentive, allowance, discount, reimbursement or other payment by Manufacturer.

16. Obligations on Termination.

On termination of this Agreement, Distributor shall cease to be an authorized distributor.
All amounts owing by Distributor to Manufacturer shall, notwithstanding prior terms of sale, become immediately due and payable;

A. All unshipped orders shall be cancelled without liability of either party to the other;
B. Distributor will resell and deliver to Manufacturer on demand, free and clear of liens and encumbrances, such of Manufacturer's Products and materials bearing Manufacturer's name as Manufacturer shall elect to repurchase, at a mutually agree price, but not in excess of Manufacturer's current price to distributors for such products and materials, provided that Manufacturer shall not be obligated to pay Distributor for any item originally provided free of charge;

C. Neither party shall be liable to the other because of such termination for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales, or on account of expenditures, investments, lease or commitments in connection with the business or goodwill of Manufacturer or Distributor or for any other reason whatsoever growing out of such termination.

D. In sum, both parties acknowledge that termination of this Agreement at some point is highly probable and should be treated in the ordinary course of business with both parties exerting their best efforts to end the relationship amicably.

17. Notices.

Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or recognized overnight services such as Federal Express.

If to Manufacturer: _______________________________________________________.
(Name & Address)

If to Distributor: ________________________________________________________.
(Name & Address)

18. No Waiver.

The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.

19. Entirety of Agreement.

The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement. There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein. No change can be made to this Agreement other than in writing and signed by both parties.

20. Governing Law.

This Agreement shall be construed and enforced according to the laws of the State of ____________________ and any dispute under this Agreement must be brought in this venue and no other.

21. Headings in this Agreement

The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.

22. Severability.

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

In Witness whereof, the parties have executed this Agreement as of the date first written above.

_________________________ _______________________
Manufacturer Distributor


Distributor Agreement, Non-Exclusive | Free Sample Printable Blank Legal Forms

Distributor Agreement, Exclusive | Free Sample Printable Blank Legal Forms

Exclusive Distributor Agreement

This Exclusive Distributorship Agreement ("Agreement") is made and effective this ______________ (Date), by and between ("Distributor") ________________________ (Name and Address) and ("Manufacturer") ____________________________________ (Name and Address). Manufacturer desires to appoint Distributor, and Distributor desires to accept appointment, as an exclusive distributor of Manufacturer's products within a defined area as set forth herein.

Therefore, in consideration of the mutual agreements and promises set forth herein, it is agreed:

1. Rights Granted.

Manufacturer hereby grants to Distributor the exclusive right, on the terms and conditions set forth herein, to purchase, inventory, promote and resell "Manufacturer's Products" (as defined below) within the following area (the "Territory"): Nothing herein shall prevent or prohibit Manufacturer from selling any of Manufacturer's Products directly to the customers and other distributors in territories as defined as follows: ______________________________________________________________________.

2. Products.

The term "Manufacturer's Products," in this Agreement, shall mean the products, related service parts and accessories manufactured and/or sold by Manufacturer as follows: ______________________________________________________________________.

3. Terms of Sale.

All sales of Manufacturer's Products to Distributor shall be made pursuant to this Agreement at such prices and on such terms, as Manufacturer shall establish from time to time with at least thirty (30) days written notice. All prices are FOB Manufacturer's plant or warehouse location, unless otherwise stated in this Agreement. Risk of loss due to damage or destruction of Manufacturer's Products shall be the responsibility of the Distributor after delivery to the carrier for shipment. Manufacturer will select the shipper unless Distributor requests a reasonable alternative. All orders are subject to acceptance by Manufacturer. Except as otherwise expressly agreed by Manufacturer in advance, this Agreement shall control all aspects of the dealings between the parties with respect to the Manufacturer's Products and any additional or different terms in any Distributor order are hereby rejected unless the parties specifically agree to them in advance of shipment and mutually sign another agreement to that effect.

4. Payment.

Distributor shall pay all charges due hereunder within thirty (30) days after the date of Manufacturer's invoice. Payment shall be made as shown on the invoice. Manufacturer may impose a late payment charge of one percent (I.5%) per month on any overdue unpaid balances.

5. Marketing Policies.

Distributor will at all times maintain adequate inventories of Manufacturer's Products and
will promote vigorously and effectively the sale of Manufacturer's Products through all channels of distribution prevailing in the Territory, in conformity with Manufacturer's established marketing policies and programs. Distributor will use its best efforts to sell Manufacturer's Products to aggressive, reputable, and financially responsible dealers providing satisfactory consumer service throughout Distributor's primary marketing area. Distributor is authorized to enter into written agreements with its dealers relating to the purchase, resale and service of Manufacturer's Products on forms approved by Manufacturer for this purpose. The risk of collection from dealers, however, is entirely the risk undertaken by the Distributor. The Distributor may not, under any circumstances, chargeback Manufacturer for unpaid invoices by a dealer or dealers.

6. Distributor's General Duties.

A. Distributor shall maintain a place of business in the Territory, including suitable
showroom facilities to display Manufacturer's Products. Distributor shall provide
maintenance service on Manufacturer's Products sold in the Territory, using
qualified personnel and subject to service policies satisfactory to Manufacturer.

B. Distributor shall hire sales personnel or appoint representatives to introduce, promote, market and sell Manufacturer's Products in the Territory. Distributor shall adequately train such personnel and/or representatives. Distributor shall employ sufficient numbers of sales personnel and/or representatives to market Manufacturer's Products in the Territory.

C. Distributor agrees not to engage in the distribution promotion, marketing or sale
of any goods or products that compete or conflict with Manufacturer's Products. Distributor agrees to supply to Manufacturer a list of items handled by Distributor following Manufacturer's request to ensure that no conflict exists.

7. Sales Policies.

A. Sales quotas, giving reasonable regard to past performance and market potential of the manufacturer's Products, may be established by Manufacturer from time to time. Distributor agrees to employ sales personnel of demonstrated capacity to attain such quotas and consents to rewards directly to such personnel by Manufacturer in recognition of superior performance.

B. Manufacturer will provide Distributor with merchandising assistance from time to time in the form of advertising programs, product and sales training, and field sales assistance.

C. Distributor agrees to use such assistance in carrying out Manufacturer's merchandising and sales promotion policies.

8. Advertising Policies.

Manufacturer will cooperate with Distributor and its dealers in providing for continuous and effective advertising and promotion of Manufacturer's Products throughout the Territory, and Distributor agrees at Distributor's expense to participate in, actively promote and faithfully comply with the terms and conditions of such cooperative advertising and merchandising programs as Manufacturer may establish and offer to Distributor from time to time. Nothing herein shall prevent Distributor from separately advertising and marketing the Manufacturer's Products within the Territory, provided the form and content of the advertising or marketing materials are approved by Manufacturer in advance.

9. Warranty Policies.

If any of Manufacturer's Products are proven to Manufacturer's satisfaction to have been defective at time of sale to Distributor, Manufacturer will make an appropriate adjustment in the original sales price of such product or, at Manufacturer's election, replace the defective product. Manufacturer shall provide to Distributor information with respect to Manufacturer's limited warranty extended to the original consumer of Manufacturer's Products. MANUFACTURER MAKES NO WARRANTY TO DISTRIBUTOR, OR ITS CUSTOMERS, WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10. Indemnification.

A. Manufacturer agrees to protect Distributor and hold Distributor harmless from any loss or claim arising out of inherent defects in any of Manufacturer's Products existing at the time such product is sold by Manufacturer to Distributor, provided that Distributor gives Manufacturer immediate notice of any such loss or claim and cooperates fully with Manufacturer in the handling thereof.

B. Distributor agrees to protect Manufacturer and hold Manufacturer harmless from any loss or claim arising out of the negligence of Distributor, Distributor's agents, employees or representatives in the installation, use, sale or servicing of Manufacturer's Products or arising out of any representation or warranty made by Distributor, its agents, employees or representations with respect to Manufacturer's Products that exceeds Manufacturer's limited warranty. Further, in the event that any of Distributor's dealers shall, with respect to any of Manufacturer's Products purchased from Distributor, fail to discharge the dealer's obligations to the original consumer pursuant to the terms and conditions of Manufacturer's product warranty and consumer service policies, Distributor agrees to discharge promptly such unfulfilled obligations.

11. Order Processing and Returns.

A. Manufacturer will employ its best efforts to fill Distributor's orders promptly on acceptance, but reserves the right to allot available inventories among distributors and end user customers at its discretion.

B. Except for Manufacturer's products that are defective at the time of sale to Distributor, Manufacturer shall not be obligated to accept any of Manufacturer's Products that are returned. In the event such returns are accepted, Manufacturer may impose a reasonable restocking charge.

12. Financial Policies.

Distributor acknowledges the importance to Manufacturer of Distributor's sound financial
operation and Distributor expressly agrees that it will:

A. Maintain and employ in connection with Distributor's business and operations under this Agreement such working capital and net worth as may be required to enable Distributor properly carry out and perform all of Distributor's duties, obligations and responsibilities under this Agreement;

B. Pay promptly all amounts due Manufacturer in accordance with terms of sale extended by Manufacturer from time to time;

C. Furnish Manufacturer with financial statements in such form as Manufacturer may reasonably require from time to time for credit purposes; and

D. Furnish, at Manufacturer's request, a detailed reconciliation of Manufacturer's statements of account with Distributor's records, listing all differences, and showing net amount Distributor acknowledges to be due Manufacturer.

In addition to any other right or remedy to which Manufacturer may be entitled, shipments may be suspended at Manufacturer's discretion in the event that Distributor fails to promptly and faithfully discharge each and every obligation in this Section.

13. Use of Manufacturer's Name.

Distributor will not use, authorize or permit the use of, the name or any other trademark or trade name owned by Manufacturer as part of its firm, corporate or business name in any way. Distributor shall not contest the right of Manufacturer to exclusive use of any trademark or trade name used or claimed by Manufacturer. Distributor may, subject to Manufacturer's policies regarding reproduction of same, utilize Manufacturer's name, trademarks and logos in advertising, on stationery and business cards, or on its website.

14. Relationship of the Parties.

The relationship between Manufacturer and Distributor is that of vendor and vendee. Distributor, its agents and employees shall, under no circumstances, be deemed employees, agents or representatives of Manufacturer. Distributor will not modify any of Manufacturer's Products without written permission from Manufacturer. Neither Distributor nor Manufacturer shall have any right to enter into any contract or commitment in the name of, or on behalf of the other, or to bind the other in any respect whatsoever.

15. Term and Termination.

Unless earlier terminated as provided below, the term of this Agreement shall commence on ________________ (Date) and shall continue until ______________ (Date). At the end of the term, the Agreement shall continue until terminated by either party on at least 30 Days prior notice.

A. Manufacturer may terminate at any time by written notice given to Distributor not less than ninety (90) days prior to the effective date of such notice in the event Manufacturer decides to terminate all outstanding distributor agreements for Manufacturer's Products and to offer a new or amended form of distributor agreement.

B. Manufacturer may terminate this Agreement upon notice to Distributor on any of the following events: (1) failure of Distributor to fulfill or perform any one of the duties, obligations or responsibilities of Distributor in this Agreement, which failure not cured within 30 Days notice from Manufacturer; (2) any assignment by Distributor of any interest in this agreement or delegation of Distributor’s obligations without Manufacturer's written consent; (3) any sale, transfer or relinquishment, voluntary or involuntary, by operation of law or otherwise, of a material interest in the direct or indirect ownership or any change in the managers of Distributor; (4) failure of Distributor for any reason to function in the ordinary course of business; (5) conviction in a court of competent jurisdiction of Distributor, or of a significant partner, principal officer or major stockholder of Distributor for any violation of law that, in Manufacturer's opinion, to affect adversely the operation or business of Distributor or the good name, goodwill, or reputation of Manufacturer, products of Manufacturer, or Distributor; or (6) submission by Distributor to Manufacturer of fraudulent reports or statements, including, without limitation, claims for any refund, credit, rebate, incentive, allowance, discount, reimbursement or other payment by Manufacturer.

16. Obligations on Termination.

On termination of this Agreement, Distributor shall cease to be an authorized distributor.
All amounts owing by Distributor to Manufacturer shall, notwithstanding prior terms of sale, become immediately due and payable;

A. All unshipped orders shall be cancelled without liability of either party to the other;
B. Distributor will resell and deliver to Manufacturer on demand, free and clear of liens and encumbrances, such of Manufacturer's Products and materials bearing Manufacturer's name as Manufacturer shall elect to repurchase, at a mutually agree price, but not in excess of Manufacturer's current price to distributors for such products and materials, provided that Manufacturer shall not be obligated to pay Distributor for any item originally provided free of charge;

C. Neither party shall be liable to the other because of such termination for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales, or on account of expenditures, investments, lease or commitments in connection with the business or goodwill of Manufacturer or Distributor or for any other reason whatsoever growing out of such termination.

D. In sum, both parties acknowledge that termination of this Agreement at some point is highly probable and should be treated in the ordinary course of business with both parties exerting their best efforts to end the relationship amicably.

17. Notices.

Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or recognized overnight services such as Federal Express.

If to Manufacturer: _______________________________________________________.
(Name & Address)

If to Distributor: ________________________________________________________.
(Name & Address)

18. No Waiver.

The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.

19. Entirety of Agreement.

The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement. There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein. No change can be made to this Agreement other than in writing and signed by both parties.

20. Governing Law.

This Agreement shall be construed and enforced according to the laws of the State of ____________________ and any dispute under this Agreement must be brought in this venue and no other.

21. Headings in this Agreement

The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.

22. Severability.

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

In Witness whereof, the parties have executed this Agreement as of the date first written above.

_________________________ _______________________
Manufacturer Distributor


Exclusive Distributor Agreement | Free Sample Printable Blank Legal Forms

Credit Agency Subscription Agreement | Free Sample Printable Blank Legal Forms

Credit Agency Subscription Agreement

This agreement is made this _____ day of ___, 20__, between ______________________, herein referred to as SUBSCRIBER, and ______________________ herein referred to as AGENCY.

The term of this agreement shall begin on _____________________ and terminate on _____________________, unless earlier terminated as is provided herein.

AGENCY shall provide credit reports upon the request of SUBSCRIBER. SUBSCRIBER warrants that all inquiries made shall be either pursuant to written consent from the subject of the inquiry or pursuant to a valid business reason and in conformity with all applicable laws and regulations related to use of credit reports.

SUBSCRIBER agrees to indemnify AGENCY against any claims made against AGENCY for providing a credit report unlawfully to SUBSCRIBER.

SUBSCRIBER may from time to time provide information to AGENCY. SUBSCRIBER warrants that any information provided by it shall be true and correct and were acquired in a lawful fashion. SUBSCRIBER shall indemnify AGENCY from any claims related to the information provided by AGENCY. In the event that any challenges are received to the data provided by SUBSCRIBER to agency, SUBSCRIBER shall investigate the challenge and report the results of the verification as soon as possible, but in any event within the time period required by applicable credit laws.

SUBSCRIBER shall pay a fee of $____________ (_____________________________________ & _____/100 dollars) per monthly in advance. In the event that the SUBSCRIBER fails to pay as agreed, AGENCY shall have the right to discontinue service, or, in its option, to accelerate payment of the remaining sums due. Any past due amounts shall bear interest at the highest legal rate.

This agreement shall be subject to the general terms and conditions related to the use or reporting of credit information as published by AGENCY. AGENCY shall provide all services in strict accordance with the applicable laws and regulations related to the provision of commercial or consumer credit reports and will indemnify and hold SUBSCRIBER harmless from any claims related to the performance by AGENCY of reports.

AGENCY may terminate this agreement at any time, if in its sole discretion SUBSCRIBER is or is about to fail to comply with the general terms and conditions relating to the use or reporting of credit reports, or laws or regulations related to the same.

This is the entire agreement between the parties and only a writing executed by both parties hereto may alter this agreement.

Dated: ___________________

For ______________________:

_____________________________________ By Agency

For ______________________:

_____________________________________ By Customer


Credit Agency Subscription Agreement | Free Sample Printable Blank Legal Forms

Co-op Promotional Agreement | Free Sample Printable Blank Legal Forms

Co-op Promotional Agreement

This Co-op Promotional Agreement ("Agreement") is made and effective this ________ (Date), by and between ("Vendor")__________________________________________ (name and address) and ("Reseller") _____________________________________ _ (name and address).

Vendor sells products under the trade name ________________________ (“Product). Reseller resells and/or promotes the sale of many goods.

Vendor and Reseller desire to arrange for Vendor to supply the following materials and pay to Reseller for Reseller's promotion of the Product as set forth herein.

Therefore, in consideration of the foregoing, it is agreed:

1. Product Promotion.

Reseller agrees to provide the following special promotion or promotions of the Product ("Promotion"): _________________________________________________. Reseller will take the necessary steps to insure the Promotion is timely and completely carried out by doing one or more of the following, as appropriate: delivering through messenger or other service to each of Reseller's selling locations or outlets the promotional material (s) and/or products described in this Agreement, informing local managers that Vendor's personnel will be present to provide additional training and or support, and the dates of the training and support, and/or confirming with local managers that Reseller's obligations are being timely completed. If the Promotion involves placement of Vendor's advertising in a catalog, tabloid or circular insert, Reseller shall insure that such advertisement or insertion, if any, is made exactly as specified in this Agreement.

2. Materials.

A. The following materials, if required, are provided by Vendor upon execution of this Agreement or will be provided shortly to enable Reseller to timely complete the Promotion: _________________________________________________________.

B. The following materials, if any, are in the possession of Reseller and will be used by
Reseller in performing their duties in the Promotion (s): _________________________.

3. Term.

The Reseller will completely implement the Promotion not later than ____________ and the promotion shall continue until ______________________.

4. Principal Contacts and Notices.

The principal contact for each party for the purpose of discussing matters related to this
Agreement is as follows:

If to Reseller: __________________________________________________________.

If to Vendor: __________________________________________________________.

Any notice given pursuant to this Agreement shall be in writing to the firms identified above by a recognized overnight delivery service such as Federal Express.

5. Proof of Performance.

Reseller shall provide Vendor reasonable proof that the Promotion has been completed on a timely basis including, but not limited to the following evidence: ______________________________________________________________________.


6. Fees & Charges.

In consideration of the performance of the Promotion as set forth herein, Vendor shall pay Reseller ____________________. Vendor shall pay the fee to Reseller not later than thirty (30) days following Reseller's' delivery to Vendor of proof of performance as set forth in Section 5 above together with Reseller's invoice. Reseller is entitled to deduct the amount of its fees for the Promotion from amounts to be paid to Vendor for Product purchases or any other charges. In the event of a good faith partial performance by the Reseller, Vendor shall pay Reseller a pro rata portion of the fees, but only if Reseller has substantially completed its obligations in this Agreement.

7. Use of Trademarks.

Vendor hereby grants to Reseller a limited right and license to use Vendor's name, logo, and trademarks associated with the Product to perform Reseller's obligations in this Agreement. Use of the trademarks is subject to Vendor's prior approval. Reseller's license in the Marks shall terminate upon the conclusion of the Promotion.

8. Complete Performance.

In the event the Reseller fails to supply adequate proof of performance, or if Reseller has not substantially completed the Promotion for the benefit of the Vendor as set forth in this Agreement, then Vendor shall not be obligated to pay any part of the fee to Reseller. In such event, Vendor may offer to Reseller its next available similar promotional opportunity that Reseller may accept or reject at its own discretion.

9. No Waiver.

The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.

10. Entirety of Agreement.

The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement. There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein. No change can be made to this Agreement other than in writing and signed by both parties.

11. Governing Law.

This Agreement shall be construed and enforced according to the laws of the State of ____________________ and any dispute under this Agreement must be brought in this venue and no other.

12. Headings in this Agreement

The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.

13. Severability.

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

In Witness whereof, the parties have executed this Agreement as of the date first written above.

_________________________ _______________________
Vendor Reseller

Co-op Promotional Agreement | Free Sample Printable Blank Legal Forms

Consulting Agreement | Free Sample Printable Blank Legal Forms

Consulting Agreement

Consulting Agreement

This Consulting Agreement is made on _________________, by and between ______________ (“Consultant”) and _______________________ (“Customer”).

Whereas Customer requires certain services Consultant can provide, and Consultant wishes to provide services to Customer, the parties agree as follows:

1. Description of Services. Starting on ___________ (“Date”), Consultant shall provide the following services (“Services) for Customer: ___________________________________.

2. Performance of Services. The manner in which the Services are to be performed and the hours to be worked by Consultant shall be determined by Customer. Consultant shall get prior approval from Customer for the hours to be worked and billed by Consultant.

3. Expense Reimbursement. Consultant shall get prior approval for the kinds, types, and amounts of expenses to be reimbursed, if any, by the Customer.

4. Payment. Customer will pay Consultant bi-weekly for Services performed and Expenses incurred according to this Agreement.

5. Support Services by Customer. Customer shall provide the following support staff, office space, and services support to Consultant while on Customer premises (“Premises”): _______________________________________________________________.

6. Termination. Either party may terminate this Agreement at any time, with or without cause.

7. Relationship of the Parties. Consultant is an independent contractor with respect to, and not an employee of, Customer. Therefore, Customer is not responsible for providing any fringe benefits to Consultant including, but not limited to, health insurance, paid vacation, or any other employee benefit.

8. Disclosure. Consultant must disclose any outside activities or interests, including ownership or participation in the development of prior inventions, that conflict or may conflict with the best interests of Customer. Prompt disclosure is required under this paragraph if the activity or interest is related, directly or indirectly, to the business of Customer.

9. Employees. Consultant’s employees, if any, who perform services for Customer under this Agreement, directly or indirectly, shall also be bound by the provisions of this Agreement. Consultant shall make take all necessary steps to effect compliance with this condition of the Agreement.

10. Insurance. Consultant shall obtain all necessary insurance and other benefits required by law for its employees or subcontractors. Consultant shall show such evidence to Customer prior to beginning work on Customer’s premises.

11. Assignment. Consultant's obligations under this Agreement may not be assigned or transferred to any other person, firm, or corporation without the prior written consent of Customer. This consent may be withheld for any reason whatsoever.

12. Intellectual Property. The following provisions shall apply with respect to copyrightable works, ideas, discoveries, inventions, applications for patents, and patents (collectively, "Intellectual Property"):

A. Consultant's Intellectual Property. Interest in the Intellectual Property that is described on the attached Exhibit 1 is not subject to this Agreement.

B. Development of Intellectual Property. Any improvements to Intellectual Property items listed on Exhibit 1, further inventions or improvements, and any new items of Intellectual Property discovered or developed by Consultant or their Employees, if any, during the term of this Agreement shall be the property of Customer. Consultant shall sign all documents necessary to perfect the rights of in such Intellectual Property, including the filing and/or prosecution of any applications for copyrights or patents. Upon request, Consultant shall sign all documents necessary to assign the rights to such Intellectual Property to Customer.

13. Confidentiality. Consultant recognizes that Customer will disclose certain proprietary information of a broad nature. Consultant agrees to hold all such information in confidence by itself, and by its employees, if any. This clause shall be interpreted broadly in favor of the Customer.

14. Unauthorized Disclosure of Confidential or other Information. If it appears that Consultant has disclosed, or threatened disclosure, of Information in violation of this Agreement, Customer shall be entitled to an injunction to restrain Consultant or any of its employees, if any, from disclosing, in whole or in part, such Information, or from providing any services to any party to whom such Information has been disclosed or may be disclosed. Customer shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.

15. Confidentiality after Termination. The confidentiality and non-disclosure provisions of this Agreement shall remain in full force and effect after the termination of this Agreement.

16. Return of Records. Upon termination of this Agreement, Consultant shall deliver all records, notes, memos, email, equipment, and any other related materials to Customer. Consultant will eliminate, erase, and otherwise dispose of any copies under its, or its employees, if any, possession, custody, or control.

17. Notices.

Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or a recognized over night delivery service such as FedEx.

If to the Consultant: _____________________________________________________.

If to the Customer: ___________________________________________________.

18. No Waiver.

The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.

19. Entirety of Agreement.

The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement. There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein. No change can be made to this Agreement other than in writing and signed by both parties.

20. Governing Law.

This Agreement shall be construed and enforced according to the laws of the State of ____________________ and any dispute under this Agreement must be brought in this venue and no other.

21. Headings in this Agreement

The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.

22. Severability.

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

In Witness whereof, the parties have executed this Agreement as of the date first written above.

_________________________ _______________________
Customer Consultant

___________________
Date


Consulting Agreement | Free Sample Printable Blank Legal Forms

Consignment Agreement | Free Sample Printable Blank Legal Forms

Consignment Agreement

This Consignment Agreement (“Agreement”) made as of ________ (Date), by and between ________________________ ("Consignor") and _______________________ ("Consignee").

Whereas the Consignor wishes to sell certain products ("Products") on consignment and
Consignee wishes to sell the Products on behalf of the Consignor;



Therefore in consideration of the premises, the covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties hereto agree as follows:

1. Sale by Consignment. The Consignee will, from time to time, place orders for the Products from the Consignor. The Consignor may, at its sole discretion, accept such orders and ship such Products on consignment to the Consignee, subject to and in accordance with the terms and conditions of this Agreement. The Consignee shall take delivery and make payment as required hereunder for all Products ordered by it, but nothing in this Agreement shall be deemed to obligate the Consignor to fill any or all of the Consignee's orders for Products.

2. Ownership of Products. Title to, and property and ownership in, all Products shall remain with the Consignor until such time as their removal may be directed in writing by the Consignor or until such time as they may be disposed of by bona fide sale by or to the Consignee or as may otherwise be hereinafter provided.

3. Payment for Products. The Consignor shall invoice the Consignee for all Products shipped to the Consignee pursuant to the terms of this Agreement. The Consignee shall, within thirty (30) days following the sale of any Product, pay to the Consignor the invoiced price of such Product plus applicable taxes. For the purposes of this Agreement, the Consignee shall be deemed to have sold a Product if such Product is (i) sold by the Consignee, (ii) removed, withdrawn, lost or stolen from the Consignee's stock on hand, (iii) damaged or destroyed, or (iv) otherwise not physically present in the Consignee's stock on hand. The Consignee shall not be obligated to pay the Consignor for any Product that is returned to the Consignor undamaged in its original packaging. All overdue amounts shall bear interest at the rate of twelve percent (12%) per year.

4. Books and Records. The Consignee will at all times maintain accurate books and records relating to the possession and sale of the Products and the proceeds thereof, and the Consignor may, upon request, examine the Consignee's records for any purpose consistent with the terms of this Agreement.

5. Risk of Loss. All risk of loss in the Products shall pass to the Consignee upon shipment of the Products to the Consignee. The Consignee shall insure the Products against all risks against which such goods are customarily insured and shall provide evidence of such insurance coverage to the Consignor upon request, from time to time.

6. Location of Products/Right to Inspect. Products will be kept at the address of the Consignee shown above, and the Consignee will not permit any Products to become kept or stored at any other location without the prior written consent of the Consignor. The Consignee shall, at all reasonable times, and from time to time, allow the Consignor and the Consignor's agents to enter upon any premises upon which the Products are located and examine or inspect the Products wherever located.

7. Removal of Products. The Consignor may, at any time, and for any reason whatsoever, take possession of and remove all or part of the Products with or without notice to the Consignee. The Consignee hereby gives the Consignor the right to enter upon any premises upon which the Products are located in order to enforce the Consignor's rights under this paragraph.

8. Condition of Products. The Consignee will keep the Products free from any lien, security interest or encumbrance adverse to the ownership interest of the Consignor, and shall maintain the Products in good condition and will not waste or destroy any of the Products or use the same in violation of any statute or ordinance.

9. Not Intended as Security. This Agreement and the sale of Products on consignment by the Consignor to the Consignee is not intended to be as security for any obligation of the Consignee to the Consignor.

10. Termination. This Agreement shall commence on the date upon which it is executed by both parties. Either party may terminate this Agreement at any time upon giving thirty (30) days prior written notice to the other; provided however, that such termination shall not affect any payment obligation owing by the Consignee to the Consignor. Upon termination of this Agreement, the Consignee shall pay to the Consignor, in addition to all other amounts owing to the Consignor, the invoiced price of all Products that are not returned to the Consignor undamaged in their original packaging.

11. Notices.

Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or a recognized over night delivery service such as FedEx.

If to the Consignee: _____________________________________________________.

If to the Consignor: ___________________________________________________.

12. No Waiver.

The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.

13. Entirety of Agreement.

The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement. There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein. No change can be made to this Agreement other than in writing and signed by both parties.

14. Governing Law.

This Agreement shall be construed and enforced according to the laws of the State of ____________________ and any dispute under this Agreement must be brought in this venue and no other.

15. Headings in this Agreement

The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.

16. Severability.

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

In Witness whereof, the parties have executed this Agreement as of the date first written above.

_________________________ _______________________
Consignee Consignor

___________________
Date


Consignment Agreement | Free Sample Printable Blank Legal Forms

Consent to Assignment of a Contract | Free Sample Printable Blank Legal Forms

Consent to Assignment of a Contract

___________________, and _____________________ referred to as ASSIGNOR, and ______________________, referred to as ASSIGNEE, agree:

That ______________________ and ASSIGNOR entered into a contract on ________________________for _________________________________ _______________________________, and that the contract requires consent of _______________________ to assignment by ASSIGNOR of the contract rights and obligations.

________________________ hereby consents to the assignment of the contract rights and obligations of ASSIGNOR to ASSIGNEE.

ASSIGNOR, upon such assumption, shall be discharged from any further obligations under the lease.

That in all other respects the lease is ratified, and the terms and conditions of the occupation of ASSIGNEE shall be the same as those of the original lease.

Dated: ______________________


___________________________________
Signatory Consenting

___________________________________
Assignor

___________________________________
Assignee

Consent to Assignment of a Contract | Free Sample Printable Blank Legal Forms

Claimant for Reduced Price | Free Sample Printable Blank Legal Forms

Claimant for Reduced Price

Date: ____________________________________


Claimant's Name: _____________________________
Address of Claimant: __________________________
___________________________

Name of Carrier: _____________________________
Address of Carrier: __________________________
__________________________

This claim for $ ______ (_____________________________ & ____/100 dollars) is made against the carrier named above by _________________________, Claimant, for overcharge in connection with the following shipment(s):

Description of Shipment: ____________________________
Name and address of Shipper: _________________________
Shipped from ____________________________ to ____________________
Final Destination: ______________________ Routed Via ____________
Bill of lading issued by _______________________ (Company) on the ______________ day of _________________, 19___.

Paid freight bill No. _________________ Truck No. _____________
And initials ___________________________,
Name and Address of recipient __________________.
Nature of Overcharge: __________________________


DETAILED STATEMENT SHOWING HOW AMOUNT CLAIMED IS DETERMINED

Number of packages __________________, articles _______________, weight ___________, rate ___________, charges _____________, amount of overcharge ________________ Dollars.

Authority for rate or classification claimed: __________________________________________

In addition to the information given above, the following documents are submitted in support of this claim:
(___________) 1. Original Bill of lading, if not previously surrendered by carrier.

(___________) 2. Original Paid freight ("expense") bill.

(___________) 3. Original Invoice or Certified Copy.

(___________) 4. Weight Certificate or certified statement when claim is based on misrouting or valuation.

(___________) 5. Other Particulars obtainable in proof of loss or damage claimed: __________.

Remarks: ________________________________________________________
________________________________________________________________
________________________________________________________________.

The above statement of facts is hereby certified as correct.

Dated: ________________________________.



______________________________________
CLAIMANT

Claimant for Reduced Price | Free Sample Printable Blank Legal Forms

Certificate of Seller | Free Sample Printable Blank Legal Forms

Certificate of Seller

To: _________________ (Buyer)

Reference: ______________________ (Agreement)

In consideration of the closing of the above transaction, the Seller hereby certifies that:

1. It is not and will not be a non-resident alien of the United States of America within the meaning of Internal Revenue Code of 1986, as amended.

2. It is the absolute owner of the Business and all chattels, fixtures and other equipment and assets set out in the Purchase Agreement ("Purchase Agreement") between the Seller and the Buyer.

3. All the chattels, fixtures, equipment and assets set out in the Purchase Agreement are free and clear of all liens, mortgages or other encumbrances and are in good working order, other than those expressly listed in the Purchase Agreement.

4. The Business is free and clear of all debts, liens and other encumbrances, other than those expressly listed in the Purchase Agreement.

5. The premises of the Business comply with all municipal, provincial and federal regulations as to fire, health, building, zoning and labor regulations relating to the use of the premises, other than those expressly listed in the Purchase Agreement.

6. To the best of the Seller's knowledge, there are no outstanding work orders against the premises of the Business with any relevant Building, Fire, Health and Labor Departments and the Business has not been served with any such notices or work orders as of the date hereof, other than those expressly listed in the Purchase Agreement.

7. There are no liabilities outstanding against the Business for payment of salaries, employee's deductions or workers' compensation, other than those expressly listed in the Purchase Agreement.

8. All utilities have been paid by the Business to the date of closing, other than those expressly listed in the Purchase Agreement.


____________________________ __________________
Seller’s Authorized Representative Date

____________________________
Witness


Certificate of Seller | Free Sample Printable Blank Legal Forms

Cancellation of Order, Goods Not Received | Free Sample Printable Blank Legal Forms

Cancellation of Order, Goods Not Received

Dear

Pursuant to our purchase order #: ________________ dated ________________, our Company agreed to purchase certain goods and/or services. However, our Company has not received the goods and/or services as of the cancellation date and therefore gives you final notice of cancellation of this purchase order. .

This cancellation does not affect any other purchase orders our Company has with you. Should you have any questions, please contact at us at our address.

Yours very truly,

_____________
Authorized Employee

Cancellation of Order, Goods Not Received | Free Sample Printable Blank Legal Forms 

Bulk Sales, advanced Notice to all Creditors | Free Sample Printable Blank Legal Forms

To All Creditors, Advanced Notice of Bulk Sale

Pursuant to Section 6-107 of the Uniform Commercial Code, __________________ is about to make a bulk transfer of property to __________________.

The business address of the SELLER is _____________________, _________, ____________.

The business address of the BUYER is _____________________, ___________, _______.

So far as is known to the BUYER, the SELLER has not used any business name and address other than the above for the last three years, except for:
_______________________________________________________________

The debts of the SELLER are not to be paid in full as they come due, or it is unknown whether the debts of the SELLER will be paid as due.

The property to be transferred is located at __________________ ________________, ___________, _________________________, and comprises:

all of the inventory of goods of the SELLER.

The total of the SELLER’s debt is estimated to be $ ______ ( _____________ &___/100 dollars.)
The list of all creditors and a schedule of the property to be transferred is may be inspected during regular business hours at
_____________________________________, ________________________,
________________.

The transfer ________ being made to pay existing debts:
____________________________________________________________

The transfer is for new consideration.
____________________________________________________________

Creditors of the SELLERS must file their claims in writing at:
_______________________________
_______________________________
before _________, 20___.

This bulk transfer will take place on or after ___________, 20___.

Dated: ________________________________________


_____________________________________________________
For ________________

Bulk Sales, advanced Notice to all Creditors | Free Sample Printable Blank Legal Forms

Bulk Sales Escrow Agreement | Free Sample Printable Blank Legal Forms

Bulk Sales Escrow Agreement

Date: ____________________
To: ______________________

Under the terms and conditions of a contract between ____________, referred to as SELLER, and ______________, referred as BUYER, for the bulk sale of a certain business known as ________________ __________, the parties herewith agree to the following escrow instructions:

A total of $ _____ (____________________ &___/100 dollars) will be deposited.

The Fund shall be invested from time to time in an interest bearing account with a national bank that is insured by the F.D.I.C.; provided, however, that in the event that the deposit at any time exceeds $100,000, the deposit shall be made with a bank with capital and surplus of at least $100,000,000.

If, prior to termination of the escrow, BUYER, notifies of any breach of warranty with respect to the indebtedness of Seller to its creditors under the terms and provisions of the bulk sale and such notice shall specify the amount which Buyer shall claim is due and owing to Buyer by virtue of such breach of claim of breach, you shall, within ten days from and after the receipt of such notice from Buyer, notify Seller in writing of such claim by sending written notice thereof by registered mail, return receipt requested, to Buyer at the following address:

In the event that such notice is received you shall withhold the sum claimed, unless the SELLER delivers a sworn acquaintance of such debt from the claimant, or, a written statement from the BUYER withdrawing the objection.

On or about ____________ you shall distribute the remaining sum other than the sums directed to be withheld, as follows:

First priority—Expenses of the ESCROW AGENT;
Second priority—Such sums, if any, required to be withheld under the terms and conditions state herein;
Third priority-- _____________.

You may resign by mailing written notice thereof to Buyer and to Seller at the addresses stated above. In the event of any such resignation, Buyer may appoint (by written notice delivered to Seller at the above specified address) a successor escrow, which shall be a national bank. Any successor or successors shall have all of the rights, obligations and immunities granted to you by the terms and provisions hereof.

Nothing herein contained shall constitute a limitation of any obligations of either Buyer or Seller under the Agreement otherwise.

This is the entire agreement between the parties and this agreement may only be amended by a written agreement between the parties.

In the event that any controversy arises as to the distribution of the escrow, the ESCROW agent may interplead the sums in any court with jurisdiction and all costs of fees thereof reasonably incurred by escrow agent shall be payable from the fund.

Dated: ____________________


________________________________________
SELLER


________________________________________
BUYER
Accepted:
_________________________________________
ESCROW AGENT

Bulk Sale Advanced Notice to All Creditors | Free Sample Printable Blank Legal Forms

To All Creditors, Advanced Notice of Bulk Sale

Pursuant to Section 6-107 of the Uniform Commercial Code, __________________ is about to make a bulk transfer of property to __________________.

The business address of the SELLER is _____________________, _________, ____________.

The business address of the BUYER is _____________________, ___________, _______.

So far as is known to the BUYER, the SELLER has not used any business name and address other than the above for the last three years, except for:
_______________________________________________________________

The debts of the SELLER are not to be paid in full as they come due, or it is unknown whether the debts of the SELLER will be paid as due.

The property to be transferred is located at __________________ ________________, ___________, _________________________, and comprises:

all of the inventory of goods of the SELLER.

The total of the SELLER’s debt is estimated to be $ ______ ( _____________ &___/100 dollars.)
The list of all creditors and a schedule of the property to be transferred is may be inspected during regular business hours at
_____________________________________, ________________________,
________________.

The transfer ________ being made to pay existing debts:
____________________________________________________________

The transfer is for new consideration.
____________________________________________________________

Creditors of the SELLERS must file their claims in writing at:
_______________________________
_______________________________
before _________, 20___.

This bulk transfer will take place on or after ___________, 20___.

Dated: ________________________________________


_____________________________________________________
For ________________

Bulk Sale Advanced Notice to All Creditors | Free Sample Printable Blank Legal Forms 

Bulk Sale Agreement, Simple | Free Sample Printable Blank Legal Forms

Bulk Sale Agreement, Simple

____________, referred to as SELLER, and ___________, referred to as BUYER, agree:

SELLER shall sell to BUYER the following goods:
______________________________________________________________

The total purchase price shall be $_______ (_________________ _______ &___/100 dollars). The BUYER shall pay a deposit of $ ______ (_____________&___/100 dollars) no later than _____________, 20___. The balance of the purchase price shall be paid no later than _____________, 20___. Delivery of the same shall take place on no later than
_____________, 20___, at _______________, ____________________,
______________.

This sale shall be pursuant to the Section 6 of the Uniform Commercial Code (referred to herein as the “Bulk Sales Law”) of the State of ____________.

SELLER shall provide to BUYER a complete and sworn list of creditors, including those who assert claims, but which are disputed by SELLER, even if those claims are groundless or false.

The SELLER shall be under a continuing duty to supplement the list of creditors if there are any changes or new claims asserted, even if the same are groundless or false.

At least _________ days before the closing scheduled herein, the BUYER shall give notice of the transfer, as is provided in the Bulk Sales Law, to all creditors, including those who are listed as disputed. The SELLER shall fully cooperate with BUYER in the mailing of the notices and the provision of information necessary to complying with the provisions of the Bulk Sales Laws.

There are no liens upon the property to be sold by BUYER, and BUYER shall indemnify the SELLER from the claims of any entities to the sold goods.

The risk of loss to the property shall be borne by the SELLER until closing. In the event that 3% (three percent) or less of the value of the goods are lost, at the option of BUYER, the BUYER may either deduct the value of the damaged goods, or may accept an assignment of insurance proceeds, and pay the full contract price.

In the event that more than 3% (three percent) of the value of the property is destroyed, the BUYER shall have the right to rescind this contract, or to close, and to accept an assignment of insurance proceeds.

Each party represents to the other that there are no brokers or agents employed in relation to this agreement.

Time shall be of the essence in this agreement.

This contract constitutes the entire agreement between the parties and there are agreements, express or implied, that are not stated herein. This agreement may only be modified by a writing executed by both parties herein.

Dated: _______________________________

__________________________, by Buyer

__________________________, by Seller

Bulk Sale Agreement, Simple | Free Sample Printable Blank Legal Forms

Bill of Lading | Free Sample Printable Blank Legal Forms

Bill of Lading

Ship: _____________________
Shipper: _____________________
Consignee: _____________________
Port of loading: _______________________
Arrival notice should be sent to: ________________________
Port of discharge: _____________________
Final destination of goods: ____________________
Scope of the voyage: ______________________
Leading marks: _______________________
Quantity: _______________________
Description: _____________________
Gross weight: _____________________
Measurements: _____________________

Received by CARRIER, from the shipper, the goods or packages said to contain goods stated above in apparent good order or condition unless otherwise indicated in this bill of lading, to be transported subject to the terms of bill of lading with liberty to proceed via any port or ports within the scope of the voyage, to the port of discharge or as near thereto as the ship can safely get and leave, always afloat at all stages and conditions of water and weather, and there to be delivered or transshipped on payment of the charges. If the goods in whole or in part are shut out from the ship stated above for any reason or cause, carrier shall have liberty to forward them under the terms of this bill of lading on the next available ship of this line, or, at carrier’s option, of any other line.

It is agreed that the custody and carriage of the goods are subject to the following terms which shall govern the relations between the shipper, consignee, and the carrier, master and ship in every contingency, and in the event of deviation, or of unseaworthiness of the ship at the time of loading or inception of the voyage or subsequently, none of the terms shall be deemed to be waived by the carrier unless by express waiver in writing signed by a duly authorized agent of the carrier.

CARRIAGE OF GOODS BY SEA ACT OF THE UNITED STATES

This bill of lading incorporates the provisions of the Carriage of Goods by Sea Act of the United States, and amendments thereto, and nothing herein contained shall vary the rights, immunities or responsibilities of the carrier under the act. The provisions of the act shall govern before the goods are loaded on and after they are discharged from the ship and at all times that the goods are in custody of the carrier. The carrier shall have no liability when the goods are not in the actual custody of the carrier.

DEFINITION OF THE TERM “SHIP”

The word “ship” shall include:
substituted vessels; and, any craft, lighter or other means of conveyance owned, chartered or operated by the carrier, whether the owner, operator, charterer or master shall be acting as carrier or bailee.

DEFINITION OF THE TERM “SHIPPER”

The term “shipper” shall include the person named above, the holder of the bill of lading properly endorsed, and the person for whose account the goods are shipped.

DEFINITION OF THE TERM “CONSIGNEE”

The term “consignee” shall include the holder of the bill of lading and the receiver and owner of the goods.

DEFINITION OF THE TERM “CHARGES”

The term “charges” shall include freight and all expenses and monetary obligations incurred and payable by the goods, shipper, consignee, or any of them.

SCOPE OF VOYAGE

The scope of voyage herein contract shall include the usual or customary or advertised ports of call whether or not named in this bill of lading, also ports in and out of the advertised, geographical, usual or ordinary route or order, even though in so proceeding the ship may sail beyond the port of discharge or in a direction contrary thereto, or depart from the direct or customary route. The ship may call at any port for the purposes of the current, prior or subsequent voyage. The ship may omit calling at any ports whether scheduled or not, and may call at the same port more than once; either with or without goods on board, and before or after proceeding toward the port of discharge, adjust compasses, dry docks, go on ways to repair yards, shift berths, take fuel or stores, remain in port, sail without pilots, tow or be towed, save or attempt to save life or property, and all of the foregoing are included in the contract voyage.

JUDGMENT OF CARRIER OR MASTER

In any situation, regardless of where or when, and whether existing or anticipated before commencement or during the voyage which in the judgment of the carrier or master is likely to give rise to: capture, seizure, detention, damage, disadvantage or loss of the ship or any part of the cargo; or, make it unsafe, imprudent or unlawful for any reason to begin or to continue the voyage; or, give rise to delay or difficulty in arriving, discharging at or leaving the port of discharge, or, reaching or attempting to reach the usual place of discharge or attempting to discharge, may, without giving any prior notice, discharge the goods into depot, craft or other place, and the goods shall be liable for any extra expense thereby incurred; or the master may proceed directly or indirectly, proceed or return, to stop at such other port or place as he or the carrier may consider safe or advisable and discharge the goods, or any part thereof without giving any prior notice and, when landed as provided, the goods shall be at their own risk and expense. The delivery by carrier shall be considered complete and the carrier shall be free from any further responsibility to such goods except to send notice of the disposition of the goods directed to the shipper or consignee named in this bill of lading at any address specified herein; or the master may retain the cargo on board until the return trip or until such time as the master or the carrier thinks advisable; or the master may forward the goods by any means, whether or not by water, at the risk and expense of the goods. For any services rendered for goods as provided above, the carrier shall be entitled to a reasonable extra compensation.

The carrier, master or ship shall have the liberty to comply with any orders or directions as to loading, departure, arrival, ports of call, stoppage, discharge, destination or delivery given by: the government of any nation, or any persons or entities purporting to or acting under the color of law; by any committee or person having, under the terms of war risk insurance on the ship, the right to give such orders or directions.

Delivery or other disposition of the goods in accordance with such orders or directions shall be a fulfillment of the contract voyage.

CARRIAGE OF OTHER GOODS

The ship may carry contraband, explosives or other inflammables, hazardous cargo and may sail armed, unarmed, with or without a convoy.

DESCRIPTION OF THE GOODS

Unless otherwise stated herein, the description of the goods and the particulars of the package mentioned herein are those furnished in writing by the shipper, and these descriptions shall not be conclusive as to the carrier.

In addition, the quantity, weight, gauge, measurements, contents, leading marks, nature, quality or value shall not be established as to the carrier.

Single units or packages exceeding ____________________ pounds in weight shall be liable to pay extra charges in accordance with tariff rates in effect at time of shipment or loading, handling, transshipping or discharging.

The weight of each such piece or package shall be declared in writing by the shipper on shipment and clearly and durably mark the same on the outside of the piece or package. The shipper and the goods shall also be liable for and shall indemnify the carrier in respect of any injuries, losses damages arising from the shipper’s failure to declare and mark the weight of any such piece or package or from the incorrect weight of any such piece or package having been declared or marked thereon.

STOWAGE

Goods may be stored in: poops, forecastle, deck house, shelter dock, passenger space, or any other covered-in space commonly used in the trade for the carriage of goods, and when so stowed shall be deemed for all purposes to be stowed under deck. In respect to goods carried on deck and stated herein to be so carried, all risks of loss or damage by perils inherent in such carriage shall be borne by the consignee, but in all other respect the custody and carriage of goods shall be governed by the terms of this bill of lading and the provisions stated in the Carriage of Goods by Sea Act. Specially heated or specially cooled stowage shall not be furnished unless contracted for at an increased freight rate.

LIVE ANIMALS

Live animals, birds and fish are received and carried at the shipper’s risk of accident or mortality. The carrier shall not be liable for any loss or damage thereto arising or resulting from any matters mentioned in Section 4, subd 2, a to p inclusive of the Carriage of Goods by Sea Act or from any other cause not due to the fault of the carrier, any warranty of seaworthiness in the premises being hereby waived by the shipper. Except as provided above such shipment shall be deemed goods, and shall be subject to all terms and provisions in this bill of lading relating to goods.

COLLISION

If the ship comes into collision with another ship as a result of the negligence of the other ship and any act, neglect or default of the master, mariner, pilot or servants of the carrier in the navigation or in the management of the ship, the owners of the goods carried hereunder will indemnify the carrier against all loss or liability to the other or non-carrying ship or her owners insofar as such loss or liability represents loss of, or damage to, or claim whatsoever, of the owners to the owners of said goods and set off, recouped or recovered by the other or non-carrying ship or her owners as part of their claim against the carrying ship or carrier.

GENERAL AVERAGE

General Average shall be adjusted and payable at New York according to 1924 York-Antwerpt Rules, F and 1 to 15 and 17 to 22, all inclusive, and, as to matters not therein provided for, according to the laws and usage at the port of ______________________ and the General Average shall be prepared by average adjusters selected by the carrier, the said adjuster to attend to the settlement and collection of the average subject to the customary charges.
In the event of accident, danger, damage or disaster, before or after commencement of the voyage resulting from any cause, whether due to negligence or not, for which, or for the consequences of which, the carrier is not responsible, by statute, contract, or otherwise, the goods, shippers, consignees, or owners of the goods shall contribute with the carrier in General Average to the payment of any sacrifices, losses, or expenses of a General Average nature that may be made or incurred, and shall pay salvage and special charges incurred in respect of the goods.

If a salving ship is owned or operated by the carrier, salvage shall be paid for as fully as if such salving ship belonged to strangers. Such deposit as the carrier or its agents may deem sufficient to cover the estimated contribution and any salvage and special charges shall, if required, be made by the goods, shippers, consignees or owners of the goods to the carrier before delivery.

PORT NOT EXPECTED

Whenever the carrier or the master may deem it advisable or in any case whether the goods are consigned to a point where the ship does not expect to discharge, the carrier or master may, without notice forward the goods before or after loading at the original port of shipment, or any other place even though outside the scope of the voyage or the route to or beyond the port of discharge or the destination of the goods, by any vessel, vessels, or other means of transportation by water or by land or by both such means, whether operated by the carrier or others and whether departing or arriving or scheduled to depart or arrive before or after the ship expected to be used for the transportation of the goods.

The carrier shall be considered solely the forwarding agent of the shipper in making arrangements for any transshipping or forwarding vessel or means of transportation not operated by the carrier.

The carriage by any transship or forwarding carrier and all transshipping or forwarding shall be subject to all the terms in the regular form bill of lading, freight note, contract, or other shipment document used at the time by such carrier, whether issued for the goods or not, and even though such terms may be less favorable to the shipper or the consignee than the terms of this bill of lading and may contain more stringent requirements as to notice of claim or commencement of suit and may exempt the non-carrier from liability for negligence.
The shipper authorizes the carrier to arrange with any such transshipping carrier that the lowest valuation of goods or limitation of liability contained in the bill of lading or shipping document of such carrier will apply even though lower than the valuation of limitation herein. Pending or during transshipment the goods may be stored ashore or afloat at their risk and expense and the carrier shall not be liable for detention damages.

GENERAL ORDER FOR DISCHARGE

Port authorities are hereby authorized to grant a general order for discharging immediately upon arrival of the ship and the carrier, without giving notice either of arrival or discharge, may discharge the goods directly when they come to land, at or onto any wharf, craft, or place the carrier may select, and continuously, Sundays and holiday included, at all hours as the carrier may determine what the state of the weather or the custom of the port may be.

HEAT OR REFRIGERATION

The carrier shall not be liable under any circumstances if heat or refrigeration or special cooling facilities are not furnished during loading or discharge or any part of the time that the goods are upon the wharf, craft, or other loading or discharging place. All lighterage and use of craft in discharging shall be at the risk and expense of the goods. Landing and delivery charges and pier charges shall be at the expense of the goods unless included in the freight herein provided for.

COLLECTION OF THE GOODS

If the goods are not taken away by the consignee by the expiration of the next working day after the goods are at consignee’s disposal, the goods may, at the carrier’s option and subject to the carrier’s lien, be sent to storage or warehouse, or be permitted to lie where landed, but always at the expense and risk of the goods.

CUSTOMS AUTHORITIES

The responsibility of the carrier in all capacities shall cease and the goods shall be considered to be delivered and at their own risk and expense in every respect when taken into the custody of customs or other authorities. The carrier shall not be required to give any notice of the disposition of the goods.

LEADING MARKS

The carrier shall not be liable for the failure to deliver in accordance with leading marks unless such leading marks have been clearly and durably stamped or marked by the shipper, before shipment of the goods or packages, in letters and numbers not less than _______________________ inches in height, together with the name of the port of discharge. Goods that cannot be identified as to marks or numbers, cargo sweepings, liquid residue, and any unclaimed goods not accounted for shall be allocated for complete delivery to the various consignees of goods of like character in proportion to any apparent shortage, loss of weight or damage.

MENDING, BAILING AND OTHER EXPENSES

The goods shall be liable for all expense of mending, cooperage, bailing or reconditioning if the goods or packages in gathering of loose cargo or contents of packages, also for any payment, expenses, fines, dues, duties, taxes, impost, losses, damages or detentions sustained or incurred by or levied upon the carrier or the ship in connection with the goods, howsoever caused, including any action or requirement of any government or governmental authority purporting to act under the authority thereof, seizure under legal process or attempted seizure, incorrect or insufficient marking, numbering or addressing of packages or description of the contents, failure of the shipper to procure consular, board of health or other certificates to accompany the goods or to comply with the laws or regulations of any kind imposed with respect to the goods or to comply with the laws or regulations of any kind imposed with respect to the goods by the authorities at any port or place or any acts or omission of the shipper or consignee.

WEIGHT

Freight shall be payable on actual gross intake weight or measurement or, at the option of the carrier, on the actual gross discharged weight or measurement. Freight may be calculated on the basis of the particulars of the goods furnished by the shipper herein, but the carrier may, at any time, open the packages and examine, weigh, measure and value the goods.

In case the shipper’s particulars are found to be erroneous, and additional freight is payable, the goods shall be liable for any expenses incurred for examining, weighing, measuring or valuing the goods. Full freight shall be paid on damaged or unsound goods. Full freight to port of discharge named herein shall be considered completely earned on receipt of the goods by the carrier, whether the freight be stated or intended to be prepaid or collected at the destination. The carrier shall be entitled to all freight and charges due hereunder, whether actually paid or not, and to receive and retain them under all circumstances whatsoever and the ship or cargo, or both are lost or not lost.

If there is a forced interruption or abandonment of the voyage at the port of shipment or elsewhere any forwarding of the goods or any part thereof shall be at the risk and expense of the goods. All unpaid charges shall be paid in full and without any offset, counterclaim or deduction in the currency of the country of the port of shipment, or, at the option of the carrier, in the currency of the port of discharge at the demand rate of the ______________________ exchange as quoted on the day of entry of the ship at the Customs House of her port of discharge. The carrier shall have a lien on the goods, which shall provide delivery, for all charges due hereunder and may enforce this lien by public or private sale without notice. The shipper and consignee shall be jointly and severally liable to the carrier for the payment of all charges and for the performance of the obligation of each of them hereunder.

FIRE LIABILITY

Neither the carrier nor any corporation owned by, subsidiary to or associated or affiliated with the carrier shall be liable to answer for or make goods any loss or damages to the goods occurring at any time, including though before loading on or after discharge from the ship, by reason or means of a fire, unless such fire shall be caused by its design or neglect.

LOSS OR DAMAGE

In case of any loss or damage to or in connection with the goods exceeding in actual value $______________________ U.S. Dollars (_________________________________________ & ______/100 U.S. Dollars), per package, or in the case of goods not shipped in packages, in case of goods not shipped in packages, their customary freight unit therefore, the value of the goods shall be deemed to be $______________________ U.S. Dollars (_________________________________________ & ______/100 U.S. Dollars) per package or unit, on which basis the freight is adjusted and the carrier’s liability, if any, shall be deemed on the basis of a value of $______________________ U.S. Dollars (_________________________________________ & ______/100 U.S. Dollars) per package or per customary freight unit, or pro rata in case of partial loss or damage, unless the nature of the goods and an evaluation higher than $______________________ U.S. Dollars (_________________________________________ & ______/100 U.S. Dollars) shall have been declared in writing by the shipper upon delivery to the carrier and inserted in this bill of lading and extra freight paid if required and in such case if the actual value of the goods or package or per customary freight unit shall exceed such declared value and the carrier’s liability, if any, shall not exceed such declared value, the value shall nevertheless be deemed to be the declared value and the carrier’s liability, if any, shall not exceed the declared value and any partial loss or damage shall be adjusted pro rate on the basis of such declared value.

In the view of the difficulty of ascertainment of the exact market value at the port of destination, it is hereby agreed that the market value shall be deemed to be the invoice value whether such invoice shall be higher or lower than the exact market value.

NOTICE OF LOSS

Unless notice of loss or damages and the general nature of such loss or damage be given in writing to the carrier or its agent at the port of discharge before or at the time of the removal of the goods into the custody of the person entitled to removal of the goods into the hands of the person entitled to delivery thereof under the contract of carriage, such removal shall be prima facie evidence of delivery by the carrier of the goods as described in the bill of lading. If the loss or damages is apparent the notice may be given no later than _____________________ days of the delivery.

The carrier and ship shall be finally discharged from all liability in respect to loss or damage unless suit is brought within ____________________ after the delivery of the goods or when the goods should have been delivered.

INTEGRATION CLAUSE

All agreements or freight engagements for the shipment of the goods are superseded by this bill of lading. Nothing in this bill of lading shall operate to limit or deprive the carrier of any statutory protection or exemption from, or limitation of liability. If required by the carrier, one signed bill of lading duly endorsed must be surrendered to the agent of the ship at the port or discharge in exchange for delivery order.

NUMBER OF BILLS

The master or agent of said vessel has signed ____________________ bills of lading, all of this tenor and date, and if one is accomplished, the others shall be void.

Dated: ________________________

Signed at: _______________________________

By: _____________________________________

Title: __________________________________