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.
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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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