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BILL
OF SALE AND AGREEMENT
FRAPPA LLC
This Bill of
Sale and Agreement, dated ___________, is by and between Frappa LLC, acting through its Sales Agent,_Commercial
Asset Liquidators_______________________ (FRAPPA) and the undersigned (Buyer).
1.
In consideration
of $__________________ paid to FRAPPA, FRAPPA does hereby sell, assign, transfer,
and set over to Buyer all right, title, and interest of FRAPPA in and to
the personal property identified on Exhibit
A (Property). Delivery of the Property is estimated to
take place on __ASAP________, but this is an estimate only, and FRAPPA shall
have no liability to Buyer, or anyone claiming through Buyer, for its
failure to deliver the Property on that date even if due to the negligence
of FRAPPA or its agents.
2.
FRAPPA warrants
that it is the owner of the Property free an clear
of any liens or other encumbrances.
Except for warranty of title, the Property is sold AS IS, WITH ALL FAULTS AND WITHOUT
WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION
ANY IMPLIED WARRANTY OF MERCHANTABILITY OF FITNESS FOR PARTICULAR PURPOSE AND
ANY WARRANTY OF NON-INFRINGEMENT OF THE PROPRIETARY RIGHTS OF THIRD
PARTIES; FRAPPA HEREBY DISCLAIMS AND BUYER HEREBY WAIVES ANY OBLIGATION,
LIABILITY, RIGHT, CLAIM, OR DEMAND IN CONTRACT, TORT (INCLUDING
NEGLIGENCE), STRICT LIABILITY, PATENT INFRINGEMENT, OR OTHERWISE WITH
RESPECT THERETO. Without
limiting the generality of the foregoing, Buyer acknowledges and agrees
that Frappa LLC neither represents nor warrants
that the Property will operate satisfactorily in Buyer's facilities or that
any such items comply with any applicable federal, state, or local laws,
ordinances, regulations, or standards, including, but not limited to,
regulations and standards promulgated under federal and state environmental
or occupational safety and health laws. Please Initial____________
3.
Buyer
acknowledges that it has been afforded full and complete opportunity to
inspect and investigate, has inspected and investigated the Property, and
is purchasing the Property “as is,” based solely upon its own evaluation of
the property. Please Initial____________
4.
The sale of
Property is FRAPPA facility; delivery of the Property takes place, and
title and risk of loss to the Property passes from FRAPPA to Buyer, upon
the loading of such items on the trucks of the carrier selected by Buyer. FRAPPA shall be responsible for
disconnecting, dismantling, packaging, preparation for shipment, and
loading of the Property onto the truck(s) of the carrier selected by
purchaser to transport such items. Please Initial____________
5.
FRAPPA shall bear
the risk of loss of the Property until such time as they are delivered to
the Buyer; provided however, that in the event such property is lost,
damaged or destroyed by any cause whatsoever (excluding, however, any
caused by the acts or omissions of Buyer or its agents) this Agreement
shall terminate with respect to such items.
Any purchase price paid will be returned to the Buyer. FRAPPA shall have no other liability to
the Buyer with respect to such lost or damaged property. Please Initial____________
6.
FRAPPA LLC SHALL NOT BE LIABLE TO BUYER
FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING
OUT OF ANY ACT OR OMISSION REFERRED TO IN OR RELATED TO THE PERFORMANCE OF
THIS AGREEMENT, OR TO THE USE, OPERATION, OR MAINTENANCE OF THE PROPERTY BY
ANY PERSON, WHETHER OCCASIONED BY BREACH OF CONTRACT, BREACH OF WARRANTY,
TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, ENVIRONMENTAL PATENT
INFRINGEMENT, OR OTHERWISE. Please Initial____________
7.
Buyer, at its
sole expense, shall defend, indemnify and hold harmless FRAPPA, its
officers, directors, agents, and employees, from all claims, suits,
liabilities, damages, and losses (including death, personal injury and
property damage), judgments, obligations, fines, penalties, costs of
defending or settling (including attorney’s fees and court costs) of any
kind or character (whether based on breach of contract, breach of warranty,
tort (including strict liability), intellectual property rights or
otherwise), arising out of or related to (a) the breach by Buyer of its
obligations under this Agreement, or (b) the acts or omissions of Buyer,
its agents or employees, (c) the transportation, operation, use, handling, storage, sale,
transfer or disposal of the Property, or any products produced from or with
the Property after delivery of the Property to Buyer. Please Initial____________
8.
Buyer
acknowledges that the sale of the Property does not include any sale,
transfer, or assignment of any patents, licenses, or technical information
with respect to the Property. Please
Initial____________
9.
Buyer also
acknowledges that the Property may be subject to federal, state or local
environmental laws or regulations, including, but not limited to CERCLA,
RCRA, TSCA and DOT. Buyer represents
that the Property is usable, valuable and that Buyer has an intended use
for the Property. If, subsequent to
transfer of title to Buyer, Buyer forms an intent
to dispose of any of the Property, Buyer agrees to conduct any disposal
activities in compliance with all laws. Please Initial____________
10. Buyer shall comply with all applicable
laws, rules, regulations, orders, conventions, ordinances or standards of
the country(ies) of destination or that relate to
the manufacture, labeling, transportation, importation, exportation,
licensing, approval or certification of the Property or goods produced with
the Property, but not limited to, those relating to environmental matters,
wages, hours and conditions of employment, subcontractor selection,
discrimination, and occupational health/safety. Buyer further represents that it will not
utilize slave, prisoner or any other form of forced or involuntary labor in
connection with the refurbishment or use of the Property or goods produced
with the Property. At FRAPPA’s request, Buyer shall certify in writing its
compliance with the foregoing.
11.
Buyer shall pay
any and all sales, use, transfer, filing, and other similar taxes or
governmental charges with respect to the sale or purchase of the Property. Please Initial____________
12.
This Bill of
Sale and Agreement shall be binding upon, and shall inure to the benefit
of, the parties hereto and their respective successors and assigns. This Bill of Sale and Agreement shall be
governed by, and construed in accordance with, the laws of the jurisdiction
of the Frappa Location at which the Property was
located. Please Initial____________
13.
This Bill of
Sale and Agreement, including the attached certification of compliance with
export control laws, constitutes the entire agreement between the parties,
and supersedes all prior and contemporaneous agreements and
negotiations. This Bill of Sale and
Agreement may only be modified, amended, or supplemented by written
amendment executed by authorized representatives of the parties. Failure by either party to enforce any
term or condition herein or to exercise any of its rights hereunder, shall
not be construed as thereafter waiving such terms, conditions or
rights. In no event shall any course
of dealing, custom or usage of trade modify, alter or supplement any of the
terms or provisions contained herein.
Please Initial____________
IN WITNESS WHEREOF, the parties hereto
have caused this Bill of Sale and Agreement to be duly executed on the date
set forth above.
Sales Agent
as
agent for Frappa LLC
Buyer:_____________________________(Company if any)
By ________________________________ (Signature) By ____
__________________________
Name: _____________________________
Address: ___________________________
____________________________
Date:_______________________________ Complete your company / personal info
at left, and fill in bid amount only
at top of page and please initial
paragraphs 1 - 13
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