UCC SALES CONTRACT
This contract for the sale of goods is between Donald, an LLC organized under the laws of the State of
CA, the “Buyer , and Tome Jones, a sole proprietor, organized under the laws of the State of Deliah , the
“Seller ”.
The par es agree as follows:
1. The Seller shall sell to the Buyer and the Buyer shall purchase from the Seller the goods set forth on
Exhibit A in the quan es and at the prices stated Goods in Exhibit A.
2. Unless otherwise stated in Exhibit A, payment for the Goods is due within 30 days of the date of the
Seller’s invoice, which date will not be before the date of the Seller’s delivery of the Goods
3. The Seller shall deliver the Goods to the Buyer’s facility in Pussycat Alley, City of Deliah, and tle to
and risk of loss of the Goods will pass to the Buyer upon such delivery by the Seller. Any stated delivery
dates are approximate. The Seller will not be liable for any losses, damages, penal es, or expenses for
failure to meet any delivery date.
4. The Seller disclaims all warran es of quality, whether express or implied, including the warran es of
merchantability and tness for par cular purpose. The Buyer acknowledges that it has not been induced
by any statements or representa ons of any person with respect to the quality or condi on of the Goods
and that no such statements or representa ons have been made. The Buyer acknowledges that it has
relied solely on the inves ga ons, examina ons, and inspec ons as the Buyer has chosen to make upon
delivery and that the Seller has a orded the Buyer the opportunity for full and complete inves ga ons,
examina ons, and inspec ons.
5. The Seller will not be liable for any indirect, special, consequen al, or puni ve damages (including lost
pro ts) arising out of or rela ng to this agreement or the transac ons it contemplates whether for
breach of contract, tort, negligence, or other form of ac on and irrespec ve of whether the Seller has
been advised of the possibility of any such damage. In no event will the Seller’s liability exceed the price
the Buyer paid to the Seller for the speci c Goods provided by the Seller giving rise to the claim or cause
of ac on.
6. No ac on arising out of or rela ng to this agreement or the transac ons it contemplates may be
commenced against the Seller more than 12 months a er the basis for such claim could reasonably have
been discovered.
7. The Buyer hereby grants to the Seller a security interest in the Goods sold to the Buyer under this
agreement and any proceeds therefrom (including accounts receivable), un l payment in full for the
Goods has been received by the Seller. The Buyer shall sign and deliver to the Seller any document to
perfect this security interest that the Seller reasonably requests.
8. (a) The laws of the CA shall govern all ma ers arising out of or rela ng to this agreement and the
transac ons it contemplates, including, without limita on, its interpreta on, construc on, validity,
performance (including the details of performance), and enforcement.
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(b) A party bringing a legal ac on or proceeding against the other party arising out of or rela ng to this
agreement or the transac ons it contemplates must bring the legal ac on or proceeding in any court of
the CA. Each party to this agreement consents to the exclusive jurisdic on of the courts of the State of
CA.
9. The Seller will not be liable for delays in performance or for non-performance due to unforeseen
circumstances or causes beyond the Seller’s reasonable control.
10. The Buyer may not assign any of its rights under this agreement or delegate any performance under
this agreement, except with the prior wri en consent of the Seller. Any purported assignment of rights
or delega on of performance in viola on of this sec on is void.
11. In any adversarial proceedings between the par es arising out of this agreement or the transac ons
it contemplates, the prevailing party will be en tled to recover from the other party, in addi on to any
other relief awarded, all expenses that the prevailing party incurs, including legal fees and expenses.
12. This agreement cons tutes the en re agreement between the par es with respect to the subject
ma er of this agreement and supersedes all other agreements, whether wri en or oral, between the
par es.
13. No amendment to this agreement will be e ec ve unless it is in wri ng and signed by both par es.
14. This agreement will become e ec ve when both par es have signed it. The date this agreement is
signed by the last party to sign it (as indicated by the date associated with that party’s signature) will be
deemed the date of this agreement.
15. This agreement may be signed in one or more counterparts, which together will form a single
agreement. This agreement may be signed electronically.
Each party is signing this agreement on the date stated opposite that party’s signature.
Donald, LLC (e-signature
Date: 1/1/2020
Tome Jones (e-signature
Date: 1/2/2020
EXHIBIT A
Product Ordered – Scooters
Quan ty Ordered – 50
Price per Unit – $200.00 US per Razor Scooter
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Total Contract Price for Scooters – $10,000 USD
Purchase answer to see full
attachment
This contract for the sale of goods is between Donald, an LLC organized under the laws of the State of
CA, the “Buyer , and Tome Jones, a sole proprietor, organized under the laws of the State of Deliah , the
“Seller ”.
The par es agree as follows:
1. The Seller shall sell to the Buyer and the Buyer shall purchase from the Seller the goods set forth on
Exhibit A in the quan es and at the prices stated Goods in Exhibit A.
2. Unless otherwise stated in Exhibit A, payment for the Goods is due within 30 days of the date of the
Seller’s invoice, which date will not be before the date of the Seller’s delivery of the Goods
3. The Seller shall deliver the Goods to the Buyer’s facility in Pussycat Alley, City of Deliah, and tle to
and risk of loss of the Goods will pass to the Buyer upon such delivery by the Seller. Any stated delivery
dates are approximate. The Seller will not be liable for any losses, damages, penal es, or expenses for
failure to meet any delivery date.
4. The Seller disclaims all warran es of quality, whether express or implied, including the warran es of
merchantability and tness for par cular purpose. The Buyer acknowledges that it has not been induced
by any statements or representa ons of any person with respect to the quality or condi on of the Goods
and that no such statements or representa ons have been made. The Buyer acknowledges that it has
relied solely on the inves ga ons, examina ons, and inspec ons as the Buyer has chosen to make upon
delivery and that the Seller has a orded the Buyer the opportunity for full and complete inves ga ons,
examina ons, and inspec ons.
5. The Seller will not be liable for any indirect, special, consequen al, or puni ve damages (including lost
pro ts) arising out of or rela ng to this agreement or the transac ons it contemplates whether for
breach of contract, tort, negligence, or other form of ac on and irrespec ve of whether the Seller has
been advised of the possibility of any such damage. In no event will the Seller’s liability exceed the price
the Buyer paid to the Seller for the speci c Goods provided by the Seller giving rise to the claim or cause
of ac on.
6. No ac on arising out of or rela ng to this agreement or the transac ons it contemplates may be
commenced against the Seller more than 12 months a er the basis for such claim could reasonably have
been discovered.
7. The Buyer hereby grants to the Seller a security interest in the Goods sold to the Buyer under this
agreement and any proceeds therefrom (including accounts receivable), un l payment in full for the
Goods has been received by the Seller. The Buyer shall sign and deliver to the Seller any document to
perfect this security interest that the Seller reasonably requests.
8. (a) The laws of the CA shall govern all ma ers arising out of or rela ng to this agreement and the
transac ons it contemplates, including, without limita on, its interpreta on, construc on, validity,
performance (including the details of performance), and enforcement.
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(b) A party bringing a legal ac on or proceeding against the other party arising out of or rela ng to this
agreement or the transac ons it contemplates must bring the legal ac on or proceeding in any court of
the CA. Each party to this agreement consents to the exclusive jurisdic on of the courts of the State of
CA.
9. The Seller will not be liable for delays in performance or for non-performance due to unforeseen
circumstances or causes beyond the Seller’s reasonable control.
10. The Buyer may not assign any of its rights under this agreement or delegate any performance under
this agreement, except with the prior wri en consent of the Seller. Any purported assignment of rights
or delega on of performance in viola on of this sec on is void.
11. In any adversarial proceedings between the par es arising out of this agreement or the transac ons
it contemplates, the prevailing party will be en tled to recover from the other party, in addi on to any
other relief awarded, all expenses that the prevailing party incurs, including legal fees and expenses.
12. This agreement cons tutes the en re agreement between the par es with respect to the subject
ma er of this agreement and supersedes all other agreements, whether wri en or oral, between the
par es.
13. No amendment to this agreement will be e ec ve unless it is in wri ng and signed by both par es.
14. This agreement will become e ec ve when both par es have signed it. The date this agreement is
signed by the last party to sign it (as indicated by the date associated with that party’s signature) will be
deemed the date of this agreement.
15. This agreement may be signed in one or more counterparts, which together will form a single
agreement. This agreement may be signed electronically.
Each party is signing this agreement on the date stated opposite that party’s signature.
Donald, LLC (e-signature
Date: 1/1/2020
Tome Jones (e-signature
Date: 1/2/2020
EXHIBIT A
Product Ordered – Scooters
Quan ty Ordered – 50
Price per Unit – $200.00 US per Razor Scooter
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Total Contract Price for Scooters – $10,000 USD
Purchase answer to see full
attachment
