Fillable Printable Goods Sale Contract Form - Georgia

Goods Sale Contract Form - Georgia

PRODUCT SALES AGREEMENT

This Product Sales Agreement (this “Agreement”) is made as of the ___ day of _____, 201__, by

and between Georgia Tech Applied Research Corporation, a Georgia non-profit corporation (“Seller”),

with an address of 505 Tenth Street, Atlanta, GA 30332, and ________________________ (the

“Customer”), with an address of _________________________________.

W I T N E S S E T H

WHEREAS, Seller wishes to sell solely for educational and demonstration purposes, a certain

product, as described below (the “Product”), to Customer; and

WHEREAS, Customer desires to purchase the Product from Seller pursuant to the terms and

conditions of this Agreement;

NOW, THEREFORE, for and in consideration of the mutual promises and covenants hereinafter

set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby duly

acknowledged, Seller and Customer covenant and agree as follows:

A. Description of the Product. Seller shall sell to Customer, and Customer shall purchase from

Seller, the Product which is a pair of gloves designed to simulate the effects and/or certain

physical conditions of arthritis.

B. Use. Customer shall use the Product solely for educational and/or demonstration purposes and

shall not transfer or resell the Product to any other person or entity without Seller’s prior written

consent (please contact Lauren MacLanahan, Office of Technology Licensing,

lauren.maclanahan@gtrc.gatech.edu, 404-894-6900 for consent) or without requiring the other

person or entity to agree in writing to abide by the Product Sales Agreement and Terms and

Conditions of Sale in Exhibit A.

C. Price. Customers shall pay Seller $____________________ for the Product.

D. Delivery. The Product shall be shipped to Customer by Seller after payment for the Product and

shipping is made in full (the “Shipment Date”).

E. Terms and Conditions. The Terms and Conditions of Sale attached hereto as Exhibit “A” are

incorporated into this Agreement by reference as if fully set forth herein.

IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as of the

date first set forth above.

SELLER: CUSTOMER:

By:______________________________ By:________________________________

Name:____________________________ Name:______________________________

Title:_____________________________ Title:_______________________________

EXHIBIT A

TERMS AND CONDITIONS OF SALE

Terms and Conditions. These Terms and Conditions of Sale (these “Terms”) apply to the sale

and delivery by Seller to Customer of the Product as set forth in the Agreement to which these

Terms are attached. These Terms are incorporated into the Agreement and, in combination

therewith, constitute the entire agreement between the parties with respect to the sale and delivery

of the Product. The Agreement is expressly limited to these Terms, and any and all terms or

provisions submitted by Customer which add to, conflict with, or otherwise modify these Terms

or the Agreement are expressly rejected.

Price. The price for the Product shall be as set forth in the Agreement (the “Price”). Unless

otherwise stated, the Price is for delivery by the appropriate shipper or courier service and

exclusive of all taxes, customs, duties and insurance. Any and all current or future taxes, fees, or

governmental charges applicable to the sale, delivery or shipment of the Product that Seller is

required to pay or collect shall be shall be payable by Customer either directly or if paid by

Seller, paid by Customer within ten (10) days of the date of invoice from Seller of such additional

costs and not subject to any offset or reduction for any reason.

Risk of Loss. Risk of loss of the Product shall transfer to Customer on the Shipment Date.

Invoices; Payment. Customer shall be responsible for and pay, if applicable, (a) all taxes

(excluding income taxes) arising out of the sale of the Product, including, without limitation, all

federal, state, or local property, license, privilege, sales, use, excise or gross receipts taxes or

other like taxes and tariffs, and (b) all fees and expenses incurred by Seller in connection with the

delivery of Product. Any amounts not paid by credit card shall be due as invoiced and shall not

be subject to offset or reduction for any reason. Product will not be shipped until payment for the

Product and shipping is made in full. All amounts referenced in this Agreement are denominated

and shall be paid in United States Dollars.

Title. Notwithstanding delivery of the Product or any other provision of these Terms, title to the

Product shall not pass to Customer until Seller has received payment in full for the invoiced

amount for the Product and payment of all other monies then due or owing to Seller. Until such

time as title in the Product passes to Customer, Customer shall hold the Product as Seller’s

fiduciary and bailee and shall keep the Product separate from those of Customer and third parties,

properly stored, protected and insured and identified as Seller’s property; provided Customer

shall be entitled to use the Product as provided in the Agreement.

No Warranty. THE PRODUCT IS PROVIDED “AS IS, WHERE IS” AND WITH ALL

FAULTS. SELLER MAKES NO WARRANTIES OF ANY KIND WHATSOEVER,

EXPRESS, IMPLIED, ORAL, WRITTEN OR OTHERWISE, INCLUDING, WITHOUT

LIMITATION, WARRANTIES AS TO NON-INFRINGEMENT, TITLE, PATENT,

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES

ARISING BY CUSTOM, TRADE USAGE, PROMISE, EXAMPLE OR DESCRIPTION; ALL

OF WHICH WARRANTIES ARE EXPRESSLY DISCLAIMED BY SELLER AND WAIVED

BY CUSTOMER. Seller’s representatives are not authorized to enter into agreements outside

these Terms or to make any warranties or representations of any kind with respect to the Product.

Consequential Damages; Limitation of Liability. Notwithstanding anything to the contrary

contained in this Agreement, Seller and Customer waive all claims against each other (and

against each other’s parent company, affiliates, contractors, subcontractors, consultants, agents

and vendors) for any consequential, incidental, indirect, special, exemplary or punitive damages

(including but not limited to, loss of actual or anticipated profits, revenues or product; or loss of

use), and regardless of whether any such claim arises out of breach of contract, tort, product

liability, indemnity, contribution, strict liability or any other legal theory. IN NO EVENT,

REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF ACTION (WHETHER

BASED IN CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, OTHER

TORT OR OTHERWISE), SHALL SELLER’S CUMULATIVE LIABILITY TO CUSTOMER

EXCEED THE PRICE FOR THE PRODUCT GIVING RISE TO THE CLAIM OR CAUSE OF

ACTION.

Indemnification. Customer covenants and agrees to indemnify, defend and hold harmless Seller

and its affiliates, subcontractors, vendors, officers, directors, employees, agents, consultants and

representatives (collectively, the “Indemnitees”) from and against any and all claims, demands,

suits, liabilities, injuries (personal or bodily), causes of action, proceedings, losses, expenses,

damages or penalties, including without limitation court costs and reasonable attorneys’ fees

(collectively, “Claims”), arising or resulting from its use of the Product.

If Seller or any other Indemnitee seeks indemnification from Customer pursuant to this Section 8,

Seller shall give Customer prompt notice of such Claim. Customer shall defend the Indemnitees

from any such Claim at Customer’s sole cost and expense using counsel reasonably acceptable to

the Indemnitees and shall keep the Indemnitees informed as to the progress of the defense of any

such claim or suit. The Indemnitees shall have the right to participate, at their own expense, with

respect to any third party claim, demand, action or proceeding. The Indemnitees shall reasonably

cooperate with the Customer in such defense at Customer’s cost and expense. Customer shall

have the right to control the defense and disposition; provided, however, that, if Customer

assumes control of such defense and the Indemnitees reasonably conclude, based on advice from

their counsel, that Customer and the Indemnitees have conflicting interests with respect to such

Claim, Customer shall be responsible for the reasonable fees and expenses of counsel to the

Indemnitees solely in connection therewith, except that in no event shall Customer be responsible

for the fees and expenses of more than one counsel for all Indemnitees. Customer shall not agree

to any settlement of such action, suit, proceeding or claim that does not include a complete and

unconditional release of the Indemnitees from all liability with respect thereto or that imposes any

liability or obligation on the Indemnitees, without the prior written consent of the Indemnitees

Default; Cancellation and Remedies. The occurrence of any one or more of the following

matters, and the continuation of the same for seven (7) days after Customer’s receipt of written

notice thereof from Seller, shall constitute a default under the Agreement (a “Default”): (a) failure

by Customer to observe and perform any covenant, condition or agreement on its part to be

observed or performed hereunder, (b) the insolvency, dissolution, or liquidation of Customer, or

the filing of a petition in bankruptcy by or against Customer or the adjudication of Customer as

bankrupt, or any general assignment by Customer for the benefit of its creditors, or the

application for, or consent to, the appointment of any receiver, trustee, custodian, or similar

officer by Customer; or (c) failure (or admission in writing of inability or unwillingness) by

Customer to pay amounts due and payable to Seller hereunder. In the event of a Default, Seller

may avail itself of any and all rights or remedies available at law or in equity.

10.

Cancellation; Additional Remedies for Customer’s Default. The Agreement is not subject to

cancellation except by mutual written agreement of the parties.

11.

Governing Law. This Agreement shall be governed by and construed in accordance with the

internal laws of the State of Georgia, without regard to conflicts of law principles or the United

Nations Convention on Contracts for the International Sale of Goods. Each of the parties

irrevocably agrees and consents (a) to the exercise of personal jurisdiction over it by the State or

superior courts of the State of Georgia or by the United States District Court for the Northern

District of Georgia; and (b) that if it brings an action, such action shall be instituted exclusively in

one of the courts specified in (a) above. Service of process provided in accordance with Section

13 below shall be effective and sufficient to establish jurisdiction and venue in such court in any

such action.

12.

Assignment. Neither Seller nor Customer may assign, convey or transfer the Agreement, or any

part thereof, without the prior written consent of the other party, which consent shall not be

unreasonably withheld or delayed, except that Seller may assign this Agreement without the prior

written consent of Customer to a person or entity controlling, controlled by or affiliated with

Seller. The Agreement shall be binding upon and inure to the benefit of the successors and

permitted assigns of the parties hereto.

13.

Notices. All notices required hereunder shall be in writing and shall be deemed properly served if

delivered in person or by reputable overnight courier service, or if sent by registered or certified

mail, with postage prepaid and return receipt requested, to the addresses in the Agreement or to

such addresses as a party may designate from time to time pursuant to this Section 13. All

notices shall be deemed received on the date of delivery or attempted delivery, if delivered in

person, or if mailed, on the date which is two (2) days after the date such notice is deposited in

the mail.

14.

Severability. Whenever possible each provision and term of the Agreement and these Terms will

be interpreted in a manner to be effective and valid, but if any provision or term of the Agreement

or these Terms are held to be prohibited, invalid or unenforceable, then such provision or term

will be ineffective only to the extent of such prohibition or unenforceability without invalidating

or affecting in any manner whatsoever the remainder of such provision or term or remaining

provisions hereof. To the extent permitted by law, the parties hereto waive any provision of law

that renders any such provision prohibited or unenforceable in any respect. If any of the

covenants set forth in the Agreement or these Terms are held to be unreasonable, arbitrary, or

against public policy, such covenants will be considered divisible with respect to scope, time, and

geographic area, and in such lesser scope, time and geographic area, will be effective, binding

and enforceable against the parties hereto.

15. Authority to Execute. Each party represents and warrants to the other that the Agreement has

been duly authorized, executed and delivered by and on behalf of each such party and constitutes

the legal, valid and binding agreement of said parties. This Agreement may be executed in any

number of counterparts, each of which when executed and delivered shall constitute an original of

this agreement, but all the counterparts shall together constitute the same agreement. No

counterpart shall be effective until each party has executed at least one counterpart.

16. No Waiver. No course of dealing or failure of Seller or Customer to strictly enforce any term,

right or conditions of this Agreement shall be construed as a waiver of such term, right or

condition. No express waiver of any term, right or condition of this Agreement shall operate as a

waiver of any other term, right or condition.

17. Compliance with Laws and Regulations. Customer is responsible for complying with any and all

applicable federal, state and local laws, codes, ordinances, rules, regulations, and administrative

orders, including, without limitation, export and import laws, rules and regulations and any and

all other product safety laws, rules and regulations.

18. Headings. The headings contained in these Terms are included solely for convenience of

reference and shall not affect the language included herein.

19. Time. Time is of the essence in the performance of this Agreement.

20. Modification. Notwithstanding anything contained herein, these Terms may be modified or

changed only by a written amendment to the Agreement signed by Seller and Customer.

21. Termination. If Customer uses the Product for any use other than as specified herein, this

Agreement shall be null and void and Customer’s right to use the Product shall immediately cease

without further action by Seller.

22. Use of Name. Except as expressly provided herein, Customer shall not use the names Georgia

Institute of Technology, Georgia Tech, Georgia Tech Research Corporation, Georgia Tech

Research Institute, or Georgia Tech Applied Research Corporation or any of their respective

affiliates or divisions or any derivations thereof in any advertisement, publications, or sales

materials without the prior written consent of Seller.