Greg MD Blog

Bill for Sale of Equipment

AGREEMENT: executed on this day, January 21, 2025, this bill of sale will be governed by the
State of Indiana made by Emma, Grace, and Jack Smith, partner/owners of All You Can Eat Ice Cream Buffet, Inc., property located at 234 Main Street Mishawaka, IN.46544 (“the Seller”) and between ABC Corporation, Inc. (“the Buyer”) location at:123 Main Street Mishawaka, IN. 46545

In consideration of the mutual promises and covenants contained in this contract, the parties agree to the following:

1. The Seller agrees to sell, and the buyer agrees to buy the following equipment for making and selling ice cream:
   The legal description of the Ice Cream Machines: Stoelting C111-37 Specification Single Flavor Soft Serve Freezer w/ (1) 1 3/5-gal Hopper – Air Cooled, 115v the model/item number of description: KaTom #: 217-C11137 • MPN: C111-37
2. Sale Price: The (“Buyer”), ABC Corporation, Inc., agrees to pay the (“Seller”): All You
   Can Eat Ice Cream, Inc. the payable terms as follows: a total sum of Seven Thousand Dollars ($7,000.00); in cash or certified check at the time of delivery of ice cream machine Stoelting C111-37.
3. Disclaimer of Warranty: Said property is sold in condition “NEW” with a two-year parts and labor warranty. The ice cream machine features and capacity are easy to use, and equipment is maintained regularly. The Stoelting C111-37 model can be dispensed into cups, dishes, or cones and has a 1.6-gallon capacity to allow flexibility in your menu offerings.
4. Warranty of Title: The Seller All You Can Eat Ice Cream Buffet, Inc., has full legal title to said property and authority to sell said property and the said property should be sold free and clear of all claims by other parties.
5. Transfer of Title: Parties agree to transfer and deliver the ice cream machine, item number KaTom #: 217-C11137 • MPN: C111-37, on January 24, 2025, to ABC
   Corporation, Inc. property location at 123 Main Street Mishawaka, IN. 46545 (‘the Buyer”),
6. Risk of Loss: The Agreement that the (“Seller”) will deliver the ice cream machine, item number KaTom #: 217-C11137 • MPN: C111-37, to the property location at 123 Main Street Mishawaka, IN. 46545 the (“buyer”). The buyer agrees to unload the ice cream machine at the direct delivery location using their personnel/employee to assist. The Seller will have no obligation or liability from such assistance in transferring machinery.
7. Binding on Heirs: This Agreement shall be binding between Emma, Grace, and Jack Smith, partner/owners of All You Can Eat Ice Cream Buffet, Inc. (“the Seller”) and between ABC Corporation, Inc. (“the Buyer”) on the parties, their successors, assigns, and personal representatives.
8. Non-Disclosure: As a part of the inducement of this Agreement, the parties agree that all the information produced by them, including but not limited to the existence and/or content of this Agreement, is confidential and shall not be disclosed by them to any other individual, entity, or party, except that the parties may disclose any and all evidence in their possession as they are commanded to do so by court order.
9. Assumption of Risk, Waiver, Release for Liability, and Indemnification: The buyer, ABC Corporation, Inc., understander the risk associated with the operation of the equipment to be purchased, which include the possibility of causing property damage, incurring bodily injury, and further acknowledge that not all hazards and dangers can be foreseen such as failure to wear protective gear, mechanical malfunction, and equipment failure. Buyer accepts and assumes all risk that may arise out of or result from the use of the equipment and wives specific notice of the existence of the risk. Buyer releases, waives discharge and holds harmless ABC Corporation, Inc., its owner, officers, employees, agents, representatives, successors, heirs, and assigns from any all claims, lawsuits, or causes of action of any kind which might arise from their inaction, action, or omission, which are in any way associated or connected with the equipment.
10. Amendment: No change or modification of any of the terms, provisions, or conditions of this Agreement shall be effective unless made in writing and signed or initialed by all parties to this Agreement.
11. Arbitration: Any controversy or dispute arising among the parties or under this Agreement shall be resolved by arbitration conducted at The University of IU in
    Indianapolis, Indiana, in accordance with the rules of the American Arbitration Association, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.
12. Governing Law: This Agreement shall be governed and construed in accordance with the statutory and decisional law of the State of Indiana.
13. Headings and Captions: The titles or captions of paragraphs and subparagraphs contained in this Agreement are provided for convenience of reference. They shall not be intended to limit the scope or extent of this Agreement or any of its terms or provisions.
14. Gender and Number: All pronouns and variations thereof shall be deemed to refer to the masculine, feminine, or neuter, to the singular or plural, as the identity of the person or entity or persons or entities may require.
15. Voluntary Execution: The parties have ascertained and weighed all of the facts, conditions, and circumstances likely to influence their judgment regarding this Agreement and clearly understand and freely and voluntarily consent to all of the provisions of this Agreement. The parties have entered into this Agreement freely and voluntarily after taking into account the advice of their or her own legal counsel. The parties further acknowledge that they have not been nor are they under any duress exerted by the other party or otherwise; that they have not relied upon any representation by the other as an inducement to enter into this Agreement other than those representations contained herein; that they believe that this Agreement is fair and reasonable, given the circumstances of each party; that they have given due consideration to all provisions of this Agreement and clearly understand and accept all of the provisions hereof.
16. Construction: This Agreement shall be interpreted in accordance with the plain meaning of its words, and no rule of construction shall apply to the benefit or detriment of either party based on which party drafted this Agreement.
17. Limitation of Damages: Because of the difficulties and inconvenience in attempting to establish the loss, if the Seller Emma, Grace, and Jack Smith, partner/owners of All You Can Eat Ice Cream Buffet, Inc., breaches this Agreement with respect to the condition of the equipment, it shall pay to the Purchaser ABC Corporation, Inc., as liquidated damages, and not as a penalty, the sum of $1,000,000.00, which is the parties’ reasonable estimate of fair compensation for the foreseeable losses that might result from the breach.
18. Electronic Signature: The parties agree that signatures on this Agreement, as well as any other documents to be executed under this Agreement, may be delivered electronically or digitally in lieu of an original hand-applied signature, and the parties agree to treat electronic or digital signatures as original hand-applied signatures and agree to be bound by this provision.

Signed under seal this_______________ day of ____________

________________________ ___________________

Buyer Seller

Coursework for Contract Law for Paralegals:

Written by: Greg MD