Thursday, June 18, 2009

 

What Should Be Included in a Sales Agreement

Sales agreements are often full of fine print and obscure legal terminology, but most of them boil down to a handful of basic points. When you draft a sales agreement, be sure to include these provisions to ensure clarity and enforceability:

1. Description of the Parties and Goods. The Sales Agreement must contain a detailed identification of the parties involved in the transactions and the goods or services for sale. What is the selling party offering to provide? When will they provide it? If extensive or ongoing, this list may be in the form of a separate list or schedule attached as an exhibit.

2. Cost. The sales agreement must address the compensation or cost for the items, including the total payment due, along with the time and manner of payment. If the buyer plans on paying in installments, the agreement must describe the installment plan.

3. Delivery. The sales agreement must address all aspects regarding delivery of the goods. Which party will be responsible for physically delivering the goods? When is this delivery to occur? Will the buyer be inspecting the goods before delivery? When must this inspection occur? If necessary, will conveyance of title occur at the delivery point or at a later date? This provision must carefully answer all these questions and address any other applicable delivery issues.

4. Liability. The agreement must identify which party is responsible if the goods are lost or damaged during delivery. Usually the seller is liable for damages if damage occurs during delivery, however this may not always be the case and can be drafted otherwise.

5. Escrow. In applicable cases such as real estate or wholesale sales agreements, the agreement must identify whether or not the buyer will be depositing money in escrow, which bank will be acting as escrow agent, and when and on what conditions the escrow money will be released.

6. Liquidated Damages. The sales agreement may contain a liquidated damages clause. This clause should state that in the event of breach, the breaching party shall be liable for all of the losses, including lost profits, suffered by the non-breaching party.

7. Representation of Warranties and Guarantees. If applicable, the agreement should contain any applicable covenants, warranties, or guarantees the seller is making in respect to the goods being sold. This may include a guarantee that the seller is the lawful owner of the goods and the goods are owned free and clear from any liens, encumbrances, or title disputes.

8. Disclaimer. If applicable, the agreement may contain a disclaimer provision, stating that the goods are being sold "as-is," and the seller will not be liable for any defects, patent, latent, or otherwise. This provision is usually reserved for the sale of used goods.

9. Integration. The agreement should include a clause which recites that the agreement represents the entire agreement between the parties with respect to the subject matter involved, and that all prior agreements, express or implied, oral or written, are hereby superseded by this agreement.

10. Severability. The agreement should recite that if any provision of the agreement is deemed void, invalid, or unenforceable, that provision shall be severed from the remainder of the agreement, and all remaining provisions shall continue in full force and effect.

11. Modification. The drafter of the sales agreement may want to state that except as otherwise provided, the agreement may be modified, superseded, or terminated only upon a written and signed document of the parties. This will prevent confusion that may occur if the parties were able to modify the agreement orally.

12. Governing Law / Execution. The agreement should conclude by identifying the governing jurisdiction, most likely the state where the contract was signed or goods delivered, and should contain signature lines for all parties involved.

These are the most important provisions of a sales agreement. Each provision should be drafted carefully to avoid confusion or differences in contract interpretation.

About the Author

Mark Warner is a Legal Research Analyst for RealDealDocs.com. RealDealDocs gives you insider access to millions of legal documents drafted by the top law firms in the US. Search over 10 million Documents, Clauses, and Legal Agreements for Free at http://www.RealDealDocs.com

Related posts:

Labels: , , ,


# posted by David @ 2:32 AM 0 Comments

Sunday, June 14, 2009

 

office space New York City

OFFICE FURNITURE PLACE
Office Furniture "That Works" With Amazing NY Deals
Life, Liberty, and Pursuit of Office

Office space New York City

Looking for new office space in New York City? We cannot help you find it but, we can help you furnish it. We also can give you some ideas to look for in a space to make your furniture more affordable and a friendlier layout. Things such as lighting costs and other type of building move in costs, and other building services. Questions that you may want to ask the building manager, your lawyer, and personal in
the location. The following summery will be a combination on tops and issues that need consideration as well as pros and cons of different space layouts. Just like people, every company has different needs. One size or layout does not fit all. The three major points are, budget, time, and furniture needs or preferences.
1. Budget- as most people they want to use little funds as possible to make a move.
a. If it makes sense to move then to stay in your the current location.
b. The first is to use a much as possible of standard sized furniture.
c. Open specs that are railroad style may be use of space if you are used a lot if cubicles
d. Stay away for a lot of center columns.
e. Curved areas end up costing a lot and difficult to reconfigure.
f. Side door wall doors are great spaces saver.
g. Conference areas that are in the front of a space is best. You do not have to walk some one through the your whole space.
h. Lighting at entrances and other work areas will save a lot. Having good windows helps.
2. Time- as most people there are always not enough time.
a. If you want to get ride of old furniture, start about 30 days before your move. Starting earlier used furniture people will think you have too much time and not work with you.
b. Start your new furniture search about 6 weeks before. For used start about 3 weeks. For used if you find an item that works buy it.
c. Try not to store unless you know for 100% that you will use the items in a short period. Storage ruins furniture even in plastic. Furniture like people needs to breath. Throw it away it will be cheaper in the long run.
d. Always get 5 quotes form movers.
e. Do not send out for bid for vendors for jobs that are small. Just get a quote.
f. Try to separate deliveries as much as possible.
g. Procrastinators always pay more.
3. Furniture needs- as most people the first step is to salvage as much as possible.
a. Saving items to reuse is the most cost effective. Some touch up and some brackets can save a lot of money and can prolong the life of the furniture. It is also ECCO friendly way.
b. Visit different dealers and see where you like the prices and furniture items. Have that dealer visit your space with sizes of the items you liked an measure. Most people will not charge for this service.
c. Open spaces are great for cubicles. If wall based see if you can get VD and power run. The cost of those workstations will be cheaper and easier to reconfigure.
d. Leaving space for walkways are always important.
e. Consistence is the most important. Later of you need to make a change it will be easier to get ride of the furniture.In conclusion, here are some things to consider and know to save when you are the space.
1. Before signing the lease.
a. Contact the building manager as questions like deliveries. Or other services which you may need. Ask how they will handle them for you and those costs. Say you have a printer delivery and the building will not let one or items delivered during the day. The building manager is the final say and those unexpected costs add up fast. In some cases never end.
b. Cleaning services. – May building will offer this service some are a basic package that is included plus some extras. Find out if you can use your own company as well. Some building will not allow this and it will cost. Some times a lot more then you think.
c. Garbage.- depending on the building some will let you chose your own. While others have a contract and you have to use there. If you need to throw away something large or a box ask how hard is it and cost.
d. Move in rules.- Some buildings will surprise you with all kinds of fees to move in. Have your lawyers check the simple stuff. It is the standard stuff that get changed which most attorneys do not check because they consider it standard stuff. Like increased in the cost of heat and power. That can be negotiated. Many building can charge 10% on top of your electric bill.
e. Contractors- Many buildings will offer to do a build out for you. Make sure that you make a plan for your self of what you want done. Also find out what the building want to charge in rent. In some cases is cheaper to hire your own contractor and save in rent. Make sure the building manager will allow this. Also using union and non-union labor can make a difference.
f. If the building manager does not want to talk to you. You are not moving in for a week. Stay away form the building as much as it looks like a good deal. It will cost you more. May worst experience was when a client was moving in and I call to ask some questions of my own. The building manager informed me that this is not a hotel and it was a privilege to use it, he would not help the a not the tenant
paying rent. Everything became an extra fee and a problem . At the end to my surprise the tenant broke the lease and moved to a new location. The building manager should be the one that helps with as much as possible and not a confrontation. If so one option is to tell the broker but in the end the best course is to stay away.
2. After signing the lease.
a. Introduce your self to the employees the building.
b. Once in the building paying a cash tip to some of the guys may save you a lot of additional cost. Some time is time costs.
c. You should have most of your answers ahead of time.
This should be a some good things to work with. If you have other questions or need some there, advices call us. We cannot give legal advice but we have done work in lot buildings and have seen all kinds of things.

About the Author

http://www.officefurnitureplace.com

Related posts:

Labels: , ,


# posted by David @ 6:33 PM 0 Comments

Subscribe to Posts [Atom]