Purchase Price - Article Example

This agreement is made and entered into this 14th day of November 2009 BETWEEN Iggy (hereinafter referred to as the “Vendor) of [address] on the one part and Holton Pty Ltd (hereinafter referred to as the “Purchaser”) of [address] of the other part. IT IS HEREBY WITNESSETH THAT: WHEREAS:- The Vendor is a duly licensed sole trader engaged in the business of creating and selling ice sculptures in Melbourne, Australia. The Purchaser is a duly registered company operating as a hotel business in Melbourne, Australia. The Purchaser desires to purchase three sculptures for an upcoming event on the 23 December 2009. THEREFORE, the Purchaser and the Vendor agree as follows: ARTICLE 1-DEFINITIONS The following terms will be defined as set forth in this Article:- 1.1 “Purchase Price” as referred to herein means $4500, representing the price of the ice sculpture at $1500 each. 1.2 “Security Deposit” as referred to herein means the sum of $300 representing the Vendor’s security for trays required for the delivery of the ice sculptures. 1.3 “Due Date” as referred to herein means 22 December 2009. ARTICLE 2- PURCHASE TERMS AND CONDITIONS In consideration of the Purchase Price and upon the payment of 10% of the Purchase Price by the Purchaser to the Vendor: 2.1 The Vendor agrees to provide the Purchaser on or before the Due DATE, with three ice sculptures made from blocks of ice measuring 3 cubic meters each although the resulting sculptures may be smaller in size. 2.2 The Purchaser requests and the Vendor agrees that the three sculptures will be a Santa Clause and two Christmas reindeer. One reindeer will resemble the fictional character Rudolf the Red Nose Reindeer fitted with a battery operated waterproof red glowing nose. 2.3 The Vendor will be responsible for providing the red nose and batteries to be affixed to the reindeer ice sculpture resembling the fictional character Rudolf the Red Nose Reindeer. 2.4 The Vendor agrees to deliver the ice sculptures to the Purchaser on stainless steel trays upon payment of the Security Deposit by the Purchaser to the Vendor . 2.5 The Purchaser agrees to pay to the Vendor a 10% deposit upfront and 40% of the Purchase Price within one week of the Due Date and the remainder of the Purchase Price upon delivery of the three ice sculptures. INDEMNIFICATION 3.1 Upon receipt of the ice sculptures, the Purchaser agrees to keep the sculptures in a cool place, indemnifying the Vendor for any liability in the event the Purchaser fails to keep the ice sculptures in a cool place. 3.2 Liability for failure to deliver the ice sculptures by the due date is unlimited. The purchaser is at liberty to refuse late delivery. 3.3. Should the Purchaser fail to pay the Security Deposit the Vendor is not liable for failing to deliver the ice sculptures on ice trays. 3.4 Should the Purchaser fail to pay the initial deposit of 10% the Vendor is not liable for failing to construct the ice sculptures. 3.5 Should the Purchaser fail to pay the 40% deposit within one week of delivery, the Vendor will not be liable for failure to complete and deliver the ice sculptures by the due date. 3.6. The Purchaser and the Vendor may agree among themselves to waive the deposit requirements and due dates. In the absence of any such waiver, the terms of the contract will be breached in the event of non-compliance on the part of the offending party. The party suffering harm as a result of that breach will have a remedy for restitution and/or damages against the offending party. UNFORSEEN CHANGES 4.1 In the event either the Vendor is required to conduct extra work and incurs extra not reasonably foreseen and outside of the Vendor’s control, the Vendor shall notify the Purchaser in writing as a result of those changes and the parties can and will amend or terminate this contract accordingly. 4.2 In the event the parties agree to terminate the contract as of the date of unforeseen and independent circumstances each of the parties hereto will be absolved of any all and all liabilities for failing to complete the terms of this contract. COMPENSATION AND PAYMENT 5.1 The Purchaser will compensate and pay the Vendor for the ice sculptures in the terms set forth in Articles 2.4 and 2.5 unless otherwise waived and amended by mutual agreement. CANCELLATION 6.1 The Purchaser reserves the right to terminate this contract in the event ticket sales for the event to be held on December 23 2009 fall below the minimum sale of 800 tickets. 6.2 In the event the Purchaser is unable to sell at least 800 tickets the Purchaser will notify the Vendor of the termination of the contract by the end of the first week of December. 6.3 In the event of notification of termination on the basis of below minimum ticket sales, the Purchaser will be liable to the Vendor for all expenses and damages incurred as of the date of termination. 6.4 Any damages due to the Vendor at the date of termination will be offset against the Security Deposit paid for the delivery of the ice sculptures on trays. ARTICLE 7-Successors and Assigns 7.1 The Vendor and the Purchaser both bind themselves, partners, agents, successors, legal representatives and all assigns to third parties to the terms and conditions contained in this Agreement. 7.2 Any assignment of this Agreement will be conducted by notice and writing to the other party and with the other party’s consent. ARTICLE 8- PROJECT MATERIAL 8.1 Both the Vendor and the Purchaser agree that save and except as provided for herein, the Vendor will take full responsibility for the material required to complete the ice sculpture project. ARTICLE 9-MISCELLANEOUS PROVISIONS 9.1 This agreement shall be governed by the laws applicable to Melbourne, Australia and the Commonwealth of Australia in general. 9.2 Except as provided for under the laws of Australia and Melbourne, Australia, nothing in this contract shall be interpreted as conferring upon third parties the right to claim a contractual obligation. 9.3 Should any provision in this contract be deemed unenforceable under the applicable and governing law, the remainder of this contract shall remain enforceable. ARTICLE 10-DISPUTE RESOLUTION 10.1 All costs, legal fees and other expenses incurred by the Vendor as a result of the Purchaser’s breach shall be recovered by the Vendor from the Purchaser. Similarly any costs, legal fees or other expenses incurred by the Purchaser as a result of the Vendor’s breach of the terms of this contract shall be recoverable by the Purchaser from the Vendor. IN WITNESS HEREOF the parties hereto have set their hands and seals the day hereinbefore written. ___________________________ __________________________ The Vendor The Purchaser SIGNED, SEALED and DELIVERED in the Presence of: __________________________________ Witness Read More