Bill for Sale of Equipment
AGREEMENT: executed on this day, February 14, 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, Indiana 46544 email: Allyoucaneaticecream@hotmail.com (“the Seller”) and between GHI, Inc. (“the Buyer”) location at: 124 Main Street South Bend, Indiana 46614, and email: GHIInc@gmail.com :
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 sale and transfer of 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: Kratom #: 217-C11137 • MPN: C111-37.
2. Sale Price: The (“Buyer) GHI, 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 February 14, 2025, to GHI, Inc., property location at 124 Main Street South Bend, Indiana 46614, (‘the Buyer”),
6. Risk of Loss: The Agreement governs in the State of Indiana that the (“Seller”) will deliver the ice cream machine, item number KaTom #: 217-C11137 • MPN: C111-37, to the property location at 124 Main Street South Bend, Indiana 46614, the (“buyer”). Accepts the ice cream machine at the direct delivery location and GHI, Inc. requirement clause 21. Addition of Provision (D) Buyer Breach. The (“Seller’s”) obligation or liability will assist in transferring machinery; see clause 21, Addition of Provision between the Seller and Buyer under clause 21, No Breach of Contract and Sales Agreement.
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 GHI, 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. The risk of transmittal by facsimile or electronic mail message could harm the integrity of non-disclosure in this bill of sale agreement.
9. Assumption of Risk, Waiver, Release for Liability, and Indemnification: The (“Buyer”) GHI, Inc. understander the risk associated with the operation of the equipment to be purchased, which includes the possibility of causing property damage, incurring bodily injury, and further acknowledges that not all hazards and dangers can be foreseen such as failure to wear protective gear, mechanical malfunction, and equipment failure. The Buyer accepts and assumes all risks arising out of or resulting from the use of the equipment and wives specific notice of the existence of the risk. Buyer releases and waives discharges and holds harmless GHI, 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 this Agreement’s terms, provisions, or conditions 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. 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 per the State of Indiana’s statutory and decisional law.
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 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., breach this Agreement with respect to the condition of the equipment, it shall pay to the Purchaser GHI, Inc. as liquidated damages, and not as a penalty, the sum of $15,000 Fifteen Thousand which is the parties’ reasonable estimate of fair compensation for the foreseeable losses that might result from the breach. Included but not limited to facsimile or electronic mail.
18. Electronic Signature: The parties agree the (“Seller”) Emma, Grace, and Jack Smith, partner/owners of All You Can Eat Ice Cream Buffet, Inc., property located at 234 Main Street Mishawaka, Indiana 46544 email: Allyoucaneaticecream@hotmail.com between the (“Buyer”) GHI, Inc. location at: 124 Main Street South Bend, Indiana 46614, and email GHIInc@gmail.com: 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.
19. Facsimile or Electronic mail: The State of Indiana regulation for:
A. IC § 24-5-22-2 (2024) “Commercial electronic mail message”: Sec. 2. (a) As used in this chapter, “commercial electronic mail message” refers to an electronic mail message sent to promote the sale or lease of real property, goods, or services.
(b) The term does not include an electronic mail message to which an interactive computer service provider has attached an advertisement in exchange for free use of an electronic mail account if the sender has agreed to such an arrangement.
B. IC 24-5-22-3 “Electronic mail address”: Sec. 3. As used in this chapter, “electronic mail address” means a destination, commonly expressed as a string of characters, to which electronic mail may be sent or delivered.
C. IC 24-5-22-4 “Initiate the transmission” (a) As used in this chapter, “initiate the transmission” refers to the action by the original sender of an electronic mail message. (b) The term does not include an action by any intervening interactive computer service that handles or retransmits the message.
20. The Uniform Electronic Transaction Act (UETA) is a uniform law for electronic records and electronic signatures. Electronic contracts are enforceable and avoidable, as are paper contracts. The Agreement applies to transactions between parties that agree to conduct their transactions by electronic means under model rules for Internet communication and such [UETA § 5 section 2].
21. Addition of Provision: Risk of Loss in the State of Indianaclause (6) provided by the (“Seller”) All You Can Eat Ice Cream Buffet, Inc., for request by the (“Buyer”) GHI, Inc., delivered at 124 Main Street South Bend, Indiana 46614, Agreement, damage, breach by all parties, Insurance loss and delivery of the term of delivery and the contract if not fulfilled by either party upon this contract the UCC rules apply [UCC 2-510]:
A. Agreement- between the (“Seller”) All You Can Eat Ice Cream Buffet, Inc., and the (“Buyer”) GHI, Inc. sales agreement based on the stipulation that the Seller deliver the ice cream machine to the address in clause (“21. Addition of a Provision”).
B. Damage- All You Can Eat Ice Cream Buffet, Inc., company that sells, leases, or otherwise absorbs the risk of loss until the Buyer receives the ice cream machine, item number KaTom #: 217-C11137 • MPN: C111-37, in good faith with no physical damage or mechanical issues. The Buyer has the right to reject and/or refuse to accept delivery of equipment under:
IC 26-1-2-601 Buyer’s rights on improper delivery
C. Seller Breach- The (“Seller”) All You Can Eat Ice Cream Buffet, Inc., of any or parts of this Agreement before, during, or at the time of delivery can result in penalties to this Agreement up to termination of the contract under the State of Indiana Uniform Commercial Code (UCC):
IC 26-1-2-106″Contract”; “agreement”; “contract for sale”; “sale”; “present sale”; “conforming” to contract; “termination”; “cancellation”; “hybrid transaction”
D. Buyer Breach- The (“Buyer”) breaches the sales contract if he or she, the representative of GHI, Inc., (1) refuses to deliver conforming good/s, (2) repudiates the contract, or (3) otherwise breaches the contract.
E. Insuring Loss of Goods- The (“Seller”) has an insurable interest in goods if he or she, the representative of All You Can Eat Ice Cream Buffet, Inc., retains title or has security interest in the goods. Both the (“Buyer”) and (“Seller”) or lessee and lessor, can have an insurable interest in the goods at the same time [UCC 2-501 and 2A-218]
F. Delivery- By Free on Board (FOD), the (“Seller”) Company carrier, All You Can Eat Ice Cream Buffet, Inc., arranges to ship goods and put the goods in the carrier’s possession. The (“Seller’) bears the expense [UCC 2-319(1)(a)], and the risk of loss will shift to the (“Buyer”) GHI, Inc., at the time and place of shipment [UCC 2-401 (2)(a)] once delivered at 124 Main Street South Bend, Indiana 46614, signed and received by the (“Buyer”) company representative adheres to the term and Agreement under the clause of (“21. Addition of Provision”).
The parties agree to the terms and conditions of this Agreement, which are binding under the laws of the State of Indiana. No part of this Agreement can be altered without a written document binding all parties with their signatures.
Signed under seal this_______________ day of ______________
________________________________ Emma Smith____________________________
Buyer/s Seller
Grace Smith____________________________
Seller
Jack Smith_____________________________
Seller
Course: Contract Law for Paralegal
Written by: Greg MD
Greg MD Blog 