Free Credit Sale Agreement

This Credit Sale Agreement ("Agreement") is made effective as of [Month Day, Year], by and between [Your Company Name] ("Seller"), a [State] corporation with its principal place of business located at [Your Company Address], and [Your Partner Company Name] ("Buyer"), a [State] corporation with its principal place of business located at [Your Partner Company Address], hereinafter will be collectively referred to as the "Parties."

I. Scope Of The Agreement

This Agreement outlines the terms and conditions under which the Seller agrees to sell, and the Buyer agrees to purchase, certain goods on credit. The purpose of this Agreement is to establish a legally binding framework that governs the credit sale, ensuring that the rights and obligations of both Parties are clearly defined and protected. The terms of this Agreement shall commence on the effective date listed above and shall remain in effect until all obligations under this Agreement have been fully satisfied.

II. Goods Sold on Credit

A. Description of Goods

The Seller agrees to sell to the Buyer the following goods, hereinafter referred to as the "Goods):

1. Inventory: All existing inventory, including but not limited to one thousand (1,000) units of consumer electronics, valued at five hundred thousand dollars ($500,000).

2. Equipment: All equipment, machinery, and tools listed in Exhibit A, including five (5) industrial-grade 3D printers, valued at two hundred fifty thousand dollars ($250,000).

B. Total Purchase Price

The total purchase price for the Goods, hereinafter referred to as the "Purchase Price", is seven hundred fifty thousand dollars ($750,000). The Purchase Price shall be paid by the Buyer according to the payment terms outlined in this Agreement.

III. Payment Terms

1. Credit Period: The Buyer shall have one hundred twenty (120) days from the date of delivery of the Goods to make full payment of the Purchase Price.

2. Interest on Outstanding Balance: If the Buyer fails to pay the full Purchase Price within the 120-day credit period, interest shall accrue on the outstanding balance at a rate of five percent (5%) per annum, calculated from the date of delivery until payment is made in full.

3. Payment Method: All payments shall be made in U.S. dollars via wire transfer to the Seller’s designated bank account, or by any other method mutually agreed upon by both Parties in writing.

4. Payment Schedule: The Buyer may choose to make payments according to the following schedule:

IV. Transfer of Ownership and Risk

1. Delivery of Goods: The Seller agrees to deliver the Goods to the Buyer on or before [Month Day, Year]. Delivery shall be made to the Buyer’s principal place of business, or to another location as mutually agreed upon in writing.

2. Transfer of Ownership: Ownership of the Goods shall remain with the Seller until full payment of the Purchase Price, including any applicable interest, has been made by the Buyer. Upon receipt of full payment, the Seller shall transfer all rights, title, and interest in the Goods to the Buyer.

3. Risk of Loss: Risk of loss or damage to the Goods shall pass to the Buyer upon delivery of the Goods to the Buyer’s designated location.

V. Representations and Warranties

A. Seller’s Representations

The Seller represents and warrants that:

1. Clear Title: The Seller has good and marketable title to the Goods, free and clear of all liens, encumbrances, and restrictions.

2. Authority: The Seller has the full legal right and authority to enter into this Agreement and to sell the Goods.

3. Condition of Goods: The Goods are in good working condition and have been maintained according to industry standards.

B. Buyer’s Representations

The Buyer represents and warrants that:

1. Financial Capability: The Buyer has the financial capacity to fulfill its payment obligations under this Agreement.

2. Authority: The Buyer has the full legal right and authority to enter into this Agreement and to purchase the Goods.

3. Due Diligence: The Buyer has conducted all necessary due diligence regarding the Goods and accepts them as-is, except as otherwise provided in this Agreement.

VI. Covenants

A. Seller’s Covenants

1. Further Assurances: The Seller agrees to provide any additional documents or information necessary to complete the transaction and ensure a smooth transfer of ownership upon full payment.

2. Confidentiality: The Seller agrees to maintain the confidentiality of any proprietary information related to the Buyer’s business.

3. Warranty Obligations: The Seller agrees to fulfill any warranty obligations related to the Goods as specified in Exhibit B.

B. Buyer’s Covenants

1. Payment Obligation: The Buyer agrees to fulfill all payment obligations under this Agreement in a timely manner.

2. Use of Goods: The Buyer agrees to use the Goods in compliance with all applicable laws and regulations.

3. Indemnification: The Buyer agrees to indemnify and hold the Seller harmless from any claims arising out of the use of the Goods following the transfer of ownership.

VII. Security Interest

1. Security Interest Granted: To secure the payment of the Purchase Price, the Buyer grants the Seller a security interest in the Goods. The Buyer agrees that the Seller shall have the right to file a financing statement to perfect its security interest.

2. Default and Remedies: In the event of the Buyer’s default under this Agreement, including failure to make timely payments, the Seller shall have the right to repossess the Goods and exercise any other remedies available under law.

VIII. Indemnification

1. Seller’s Indemnification: The Seller agrees to indemnify and hold harmless the Buyer from any claims, damages, or expenses arising from any breach of the Seller’s representations, warranties, or covenants under this Agreement.

2. Buyer’s Indemnification: The Buyer agrees to indemnify and hold harmless the Seller from any claims, damages, or expenses arising from the Buyer’s use of the Goods or any breach of the Buyer’s representations, warranties, or covenants under this Agreement.

IX. Dispute Resolution

1. Mediation and Arbitration: In the event of any dispute arising from this Agreement, the Parties agree to first attempt to resolve the dispute through mediation. If mediation fails, the dispute shall be settled by binding arbitration in the State of [State] in accordance with the rules of the American Arbitration Association.

2. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of law principles.

X. Miscellaneous

1. Entire Agreement: This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements, whether oral or written, concerning the subject matter hereof.

2. Amendments: Any amendment to this Agreement must be in writing and signed by both Parties.

3. Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

4. Notices: All notices required under this Agreement shall be sent to the respective Parties at the addresses provided above by certified mail, return receipt requested, or by a nationally recognized courier service.

IN WITNESS WHEREOF, the Parties have executed this Credit Sale Agreement as of the date first above written.

Seller's Signature:

[Your Name]

[Job Title]

[Your Company Name]

[Month Day, Year]

Buyer's Signature:

[Name]

[Job Title]

[Your Partner Company Name]

[Month Day, Year]

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