Agreement for Sale of
Technical Equipment
This Agreement is
made at ... this... day of ... Between M,. A residing at ... hereinafter
referred to as 'the Seller' of the One Part and M/s. A B & co. Ltd., a
Company registered under the Companies Act. 1956. and having its registered
office at ... hereinafter referred to s 'the Company' of the Other Part;
Whereas the Seller
has developed and produced a machine for the manufacture of ... and proposes to
sell the amend the Company has agreed to purchase the same on 'turn key' basis
on the following terms and conditions agreed to between the parties.
Now It Is Agreed
Between The Parties Hereto As Follows:-
1.
The
Seller agrees to sell and the Company agrees to buy the machine and equipment,
the particulars of which are given in the Schedule hereunder written and which
is useful in the manufacture of... and which good the Company desires to
manufacture.
2.
The
said machine and equipment will be delivered by the Seller at his premises
at... within two weeks from the date hereof and it will be the responsibility
of the Company to transport the same from the said premises to the Company's
factory at ... at the Company's cost.
3.
The
price of the said machine and equipment Is fixed at Rs. ... out of which the
Company shall pay to the Seller a sum of Rs. ... as earnest money and In part
payment of the said price before taking delivery of the said machine and
equipment and the balance will be paid within a week from the installation of
the said machine and equipment at the Company's factory and commencement of
operation thereof.
4.
The
ownership of the said machine and equipment mill remain vested with the Seller
until the full price thereof is paid to him and the title to the said machine
and equipment will pass to the Company only after the payment of the price and
other moneys payable hereunder to the Seller in full.
5.
The
said machine and equipment will he insured by the Company in the sum of atleast
Rs.... for the period commencing from the time the same is removed from the
Seller's premises until it Is delivered at the Company's factory. The insurance
policy will be in the name of the Seller and against the risk of fire, accident
and theft. The insurance premium will be paid by the Company and will be deemed
to be part f the transport charges.
6.
Before
removing the said machine and equipment from the Seller's premises the Company
hall keep ready the place in the Company's factory where it is to be installed
by providing necessary foundation, electric supply, water supply and other
requirements for installing the said machine and equipment
7.
The
responsibility of installing the said machine and equipment and putting it into
operation will be that of the Seller and the Seller shall make available his
Technical experts, mechanics and other required person or persons. All the
expenses incurred during the course of installation and commencing operation
will be that of the Company Including expenses on account of boarding and
lodging and travelling of the personnel of the Seller sent for Installation.
8.
The
installation will be completed by the Seller within eight days from the date of
the said machine and equipment reach the Company's factory but if the
installation is delayed beyond eight days due to default on the part of the
Company in supplying all necessary things and in making all arrangements for
Installation including supply of electricity labour and other things the
Company will be liable to pay in addition to expenses mentioned above, the fees
or remuneration required to be paid to the Seller's staff of technical experts,
mechanics and others also. If, however, the delay beyond eight days for
installation is on account of the Seller, the Seller will bear and pay all such
additional expenses.
9.
All
the taxes and other charges payable in respect of the said machine and
equipment will be on the Company's account.
10.
The
Seller shall supply one item of each of the spare parts of the said-machine and
equipment free of cost but If-any additional items are required the Company
will pay the price thereof separately against delivery.
11.
If
the Company fails to pay to the Seller the said balance price and other
expenses if any as per the invoice sent by the Seller to the Company, within a
week from the time the said machine is installed and put into operation, the
Seller will be entitled to cancel this agreement by one week's notice to that
effect and in that event the Seller will be entitled to remove the same from
the Company's factory. The costs of such removal and transportation from the
Company's factory premises to the Seller's said premises will be payable by the
Company on demand. If, however, the Seller is not able to remove the said
machine and equipment due to any obstruction on the part of the Company or any
legal action taken by the Company, the Company will be liable to pay
compensation at the rate of -Rs. ... per day until the said machinery is
removed by the Seller.
12.
The
Seller warrants that the said machine and equipment is free from any mechanical
defect in workmanship and quality of the material used therefor under normal
use and service. The Seller further guarantees that if the said machine and
equipment goes out of order or requires repairs due to any such mechanical
defect or in workmanship in the course of one year from installation (being the
guarantee period) the Seller will carry out the repairs at his own costs unless
the defect is found to be due to improper use or mishandling of the said
machine or due to inefficiency or negligence of the staff of the Company
working on the said machine in which case the costs of repairs will be on
account of the Company.
13.
Any
spare parts required to he replaced within a period of one year from the date
of installation of the machine will be supplied by the Seller free of cost
provided that, if the defect is developed or repairs are required due to any
default in electric connection or electric equipment used in connection with
the said machine, the Seller will not be liable to remove the defect or carry
out repairs free of costs; provided further that, during the said guarantee
period the Company will not get the machine repaired or defect removed with the
help of the mechanics or technical experts except those sent by the Seller.
Similarly, If the repairs are required to be carried out due to any accident in
the Company's factory and for which the Seller is not responsible, the Seller
will not be liable to carry out the repairs or remove the defect free of costs
during the guarantee period.
14.
During
the said guarantee period the Seller shall have the right to visit and inspect
the said machine and equipment through his technical experts and mechanics so
as to keep the same in working condition and the Company shall provide all
facilities required in that connection. The Company shall carry out the
instructions and directions given by the Seller or his technical experts from
time to time. The Company shall also provide sufficient space in its factory
for storing and keeping the test equipment and spare parts of the Seller.
15.
The
guarantee period mentioned-above will cease to exist if during the said period
the Company either sells the said machine and equipment to anybody else or
shifts the machine and equipment to any other place in the said factory or
otherwise.
16.
If
any dispute arises between the parties hereto in respect of this agreement or
in connection with any claim by one against the other the same will be referred
to arbitration of a common arbitrator if agreed upon failing which, to two
arbitrators one to be appointed by each party to the dispute and the arbitration
will be governed by the Arbitration Act, 1940.
THE SCHEDULE ABOVE
REFERRED TO
IN WITNESS WHEREOF
the parties have put their respective signatures hereunder the day and year
first hereinabove written.
Signed and delivered
by the withinnamed Seller ...
in the presence of
... ...
Signed and delivered
for and on behalf of the withinnamed
M/s A B & Co.
Ltd., by its Managing Director ...
in the presence of
... ...
