Sierra Log Homes
Sample Contract

This document
represents a Sample
Sierra Log Homes
Legal Contract
for a typical
package.

Any contract
written specifically
for you may
and will contain
different inclusions,
exclusions
and stipulations.

We encourage
you to carefully
read and understand
your contract,
whether
it be ours, or
another log
home supplier's.

     


Agreement made January 6, 1999, between Sierra Log Homes, of 3650 Morrow Lane, Chico, California 95928, hereinafter known as the ("Seller"), and Dotty & Dash Morse, of PO Box 58, Anytown, California 98765, hereinafter known as the ("Buyer").

1. ITEMS PURCHASED. For value received and other consideration, the Seller agrees with the Buyer to provide the Buyer the following products ("Goods") in accordance with the terms and conditions of this Contract:

Exhibit "A"
Description Quantity Unit Price Total Price
Log Home Materials Package 1 $ 71,250.00 $71,250.00

Attached hereto as Exhibit "A."

_______________________________________
Total Price: $ 71,250.00
_______________________________________

Freight Included
(check box if all freight is included in "Total Price")
_______________________________________

Preliminary estimate that will change with final plans or building materials requirements

Preliminary Only
(check box if agreement is at preliminary stage)
_______________________________________

2. TITLE /R ISK OF LOSS. The buyers shall take ownership, control and risk of loss at time of acceptance of delivery.

3. PAYMENT. Payment shall be made to Sierra Log Homes, 3650 Morrow Lane, Chico, California 95928.

Buyer agrees to pay to Seller the sum of $ 71,250.00 as follows:

PAYMENT #1 - $ 500.00 upon acceptance of this order by Seller (retainer)

PAYMENT #2 - $2,000.00 Upon completion of plans

PAYMENT #3 - $ 20,250.00 Deposit to order logs & building materials - 6 week lead time

PAYMENT #4 - $ 20,250.00 Upon completion of log package milling (prior to shipping)

PAYMENT #5 - $20,250.00 Upon 4' inspection of logs for remaining building materials

PAYMENT #6 - $ 8,000.00 Upon Finish of drywall for balance of materials

Buyer acknowledges if any invoice is not paid when due, interest will be added to and payable on all overdue amounts at 24% percent per annum, or the maximum percentage allowed under applicable laws, whichever is less; and Buyer shall also pay all costs of collection including without limitation, reasonable attorneys fees and costs. If the Buyer should fail to make any of the payments set out in the above schedule, the Seller at its option may treat the Buyer's failure to pay as a material breach of this Contract, and may terminate this Contract and/or seek legal remedies.

Buyer further acknowledges the $500.00 retainer (payment #1) set forth above is not refundable once a working set of plans has been initiated.

Buyer acknowledges that the second payment described above is due and payable at the time of plan completion to release the "Final Set" of plans. Further, it is understood by Buyer that once the second payment is received by Seller, because plans have been completed, said payment is non-refundable.

Buyer acknowledges that no logs will be procured and/or no mill work will begin until the third payment described above is paid in full to Seller. In addition, it is understood by Buyer that once the third payment is received by Seller, because logs will have been procured and/or mill work initiated, said payments will be non-refundable.

Buyer further acknowledges that no logs will be provided to Buyer until the fourth payment set forth above is paid in full to Seller.

Buyer further acknowledges that all remaining payments are to be due and payable to Seller prior to Seller providing all Remaining building materials.

4. DELIVERY. Seller will make materials available as per building schedule need and/or availability.

5. PAYMENT OF TAXES. Dotty & Dash Morse agree to pay all taxes of every description, federal, state, and municipal, that arise as a result of this sale, excluding income taxes.

6. WARRANTIES. Seller warrants to Buyer that the Goods will conform substantially to the applicable drawings or design standards.

GRADING SPECIFICATIONS

Sierra Log Homes is in the business of contracting custom milling and packaging building materials. Sierra Log Homes makes no warranties regarding the finished product, except where the parties hereto have contracted separately for additional goods and/or services. All milling specifications are attached to this contract as Exhibit "B."

LIMITED WARRANTEE

6 (a) This warrantee and Sierra Log Homes liability thereunder is in lieu of all other Warrantees, expressed, implied or statutory, including but not limited to any Warranties of merchantability or fitness for a particular purpose. Warrantee is void unless buyer notifies Sierra Log Homes, in writing, of such defect within thirty (30) days after Buyer receives goods.

6 (b). The parties agree that Buyer's SOLE AND EXCLUSIVE REMEDY against Sierra Log Homes, whether in contract, California Uniform Commercial Code, negligence or strict liability arising out of warranties, representations, instructions or defects, shall be for repair or replacement of defective goods. Buyer agrees that no other remedy (including, but not limited to, incidental or consequential damages for lost profit, lost sale, injury to persons property, or any other incidental or consequential loss) shall be available to him. If any goods or part thereof is visibly defective by reason of material or workmanship at the time it is received by buyer, buyer is to notify Sierra Log Homes, thereof in writing within thirty (30) days of buyer receipt of such goods; Sierra Log Homes shall, at its option, repair it or replace it. No goods shall be returned without prior written authorization from Sierra Log Homes except as Sierra Log Homes may otherwise agree in writing. Sierra Log Homes will not accept any charges for, nor be liable for transportation, labor or other charges for adjustment, repairs, replacements, installation, or other work which may be done upon or in connection with such goods by the buyer or others.

6 (c) The goods sold thereunder, by Sierra Log Homes are natural wood products which like any natural wood product, may have latent or hidden defects or may become defective after exposure to the elements. Sierra Log Homes is not liable for any such defect and does not make any warranties concerning any such defects.

6 (d) As to visible defects and workmanship, Sierra Log Homes, warrants that the goods are milled according to customers specifications. Sierra Log Homes has no liability for milling to specifications, substandard products which are furnished by customer.

7. INSPECTION. The Buyer, upon receiving possession of Goods, shall have a reasonable opportunity but not longer than 30 days, to inspect the Goods to determine if the Goods conform to the conditions of this Contract. If the Buyer, in good faith, determines that all or a portion of the Goods are non-conforming, the Buyer may return the Goods to the Seller at Sierra Log Homes 's costs. The Buyer must provide written notice to the Seller of the reason for rejecting the Goods. The Seller will have 30 days from the return of the Goods to cure any and all defects.

8. TERMINATION. It is agreed that in case of a material breach by either party of any of the provisions contained in this Contract, the other party shall have the right to terminate this Contract at its option. Furthermore, if either party becomes insolvent, makes a general assignment for the benefit of creditors, has a petition or any proceeding under the bankruptcy laws filed by or against it or under any other law relating to debtor's relief, or if a receiver is appointed to take control of the business of either party, the other party may, at its option, cancel this Contract.

9. FORCE MAJEURE. If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, wars, supplier failures, shortages, breach, or delays.

The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

10. DISPUTE RESOLUTION. In the event any dispute or controversy arises out of or relating to this Contract, the parties agree to exercise their best efforts to resolve the dispute as soon as possible. The parties shall, without delay, continue to perform their respective obligations under this Contract which are not effected by the dispute. To invoke the dispute resolution process set forth in this paragraph, the invoking party shall give to the other party written notice of its decision to do so, including a description of the issues subject to the dispute and a proposed resolution thereof. Designated representatives of both parties shall attempt to resolve the dispute within five (5) working days after such notice. If those designated representatives cannot resolve the dispute, the parties shall meet at a mutually agreeable location and describe the dispute and their respective proposals for resolution to the Owner of Buyer and Owner of Seller, who shall act in good faith to resolve the dispute. If the dispute is not resolved within 30 calendar days after such meeting, the dispute shall be submitted to binding arbitration in accordance with the Arbitration provision of this Contract.

11. ARBITRATION. Any controversies or disputes arising out of or relating to this Contract shall be resolved by binding arbitration in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association. The parties shall endeavor to select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Contract. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the arbitrators in turn shall select a third arbitrator. The arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties.

All documents, materials, and information in the possession of each party that are in any way relevant to the claim(s) or dispute(s) shall be made available to the other party for review and copying no later than 60 days after the notice of arbitration is served.

The arbitrator(s) shall not have the authority, power, or right to alter, change, amend, modify, add, or subtract from any provision of this Contract or to award punitive damages. The arbitrator shall have the power to issue mandatory orders and restrain orders in connection with the arbitration. The award rendered by the arbitrator shall be final and binding on the parties, and judgment may be entered thereon in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the party shall continue to perform their respective obligations under this Contract.

12. CONFIDENTIALITY. Both parties acknowledge that during the course of this Contract, each may obtain confidential information regarding the other party's business. Both parties agree to treat all such information and the terms of this Contract as confidential and to take all reasonable precautions against disclosure of such information to unauthorized third parties during and after the term of this Contract. Upon request by an owner, all documents relating to the confidential information will be returned to such owner.

13. ENTIRE CONTRACT. This Contract contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Contract supersedes any prior written or oral agreements between the parties.

14. AMENDMENT. This Contract may be modified or amended if the amendment is made in writing and is signed by both parties.

15. SEVERABILITY. If any provision of this Contract shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

16. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Contract.

17. APPLICABLE LAW. This Contract shall be governed by the laws of the State of California.

The signing of this agreement by Seller constitutes receipt of down payment. By signing this agreement, the Buyer acknowledges that he/she understands all aspects of this preliminary purchase Agreement, including information regarding, specifications, grading and delivery.

BUYER___________________________________
DATED: _________, ________________, California

BUYER___________________________________
DATED: _________, ________________, California

SELLER___________________________________
DATED: _________, ________________, California


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© 1997-1999
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Wednesday, September 29, 1999 3:03:17 PM