Ergherth
Ergherth
Ergherth
133F082
SERVICES AGREEMENT
This Services Agreement {this "Agreement") is entered into as of t h e ----------------by located at
("") and located at _
("Buyer'). Each Service Provider and Buyer may be referred to in this
Agreement individually as a "Party" and collectively as the "Parties.'
1. Services. Service Provider agrees to provide and Buyer agrees to purchase the following services
for the specific projects described below:
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2. Purchase Price. Buyer will pay to Service Provider and for all obligations specified in this
Agreement. if any, as the full and complete purchase price the sum of
Unless otherwise stated, shall be responsible for all taxes in connection with the purchase of
Services in this Agreement.
3. Payment. Payment for the Services will be by , according to the following schedule:
4. Delivery. Seller shall ship the Goods to Buyer on or before at the following address:
, , , .Buyer will pay for any shipping costs.
5. Risk of Loss. Title to and risk of loss of the Goods shall pass to Buyer upon delivery of the Goods
to Buyer in accordance with this Agreement.
6. Security Interest. Buyer hereby grants to Service Provider a security interest in any final products
resulting from said services, until Buyer has paid Service Provider in full. Buyer shall sign and deliver any
document needed to perfect the security interest that Service Provider reasonably requests
7. Seller Representations and Warranties. Seller warrants that the goods are free, and at the
time of delivery will be free, from any security interest or other lien or encumbrances. Seller warrants
that there are no outstanding titles or claims of title hostile to the rights of Seller in the Goods.
8. Force Majeure. Service Provider shall not be responsible for any claims or damages resulting from any
delays in performance or for non-performance due to unforeseen circumstances or causes
beyond Service Provider's reasonable control.
9. Limitation of Liability. Service Provider will not be liable for any indirect, special, consequential,
or punitive damages (including lost profits} arising out of or relating to this Agreement or the
transactions it contemplates (whether for breach of contract, tort, negligence, or other form of action) and
irrespective of whether Service Provider has been advised of the possibility of any such damage. In no
event will Service Provider's liability exceed the price paid by Buyer for the Services giving rise to
the claim or cause of action.
10. Amendments. No amendment to this Agreement will be effective unless it is in writing and
signed by both Parties.
11. Governing Law. The terms of this Agreement shall be governed by and constructed in accordance
with the laws of the State of .,not including its conflicts of law provisions.
12. Disputes. Any dispute arising from this Agreement shall be resolved in the courts of the State of
13. Entire Agreement This Agreement contains the entire understanding between the Parties
and supersedes and cancels all prior agreements of the Parties, whether oral or written, with respect to
such subject matter.
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14. Notices. Any notice or other communication given or made to any Party under this Agreement
shall be in writing and delivered by and sent by overnight courier service or sent by certified or
registered mail, return receipt/requested, to the-address stated above or to another address as
that Party may subsequently designate by notice and shall be deemed given on the date of delivery.
15. Waiver. No Party shall be deemed to have waived any provision of this Agreement or the exercise of
any rights held under this Agreement unless such waiver is made expressly and in writing. Waiver by any
Party of breach or violation of any provision of this Agreement shall not constitute a waiver of any
other subsequent breach or violation.
16. Miscellaneous. This Agreement shall be binding upon and inure to the benefit of the Parties and their
respective heirs, successors and assigns. The provisions of this Agreement are severable. If any
provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other
provision. The section headings herein are for reference purposes only and shall not otherwise affect the
meaning, construction or interpretation of any provision of this Agreement. This Agreement may
be executed in one or more counterparts, each of which shall be deemed an original and all of
which together, shall constitute one and the same document.
YOU, THE BUYER, MAY CANCEL THIS TRANSACTION AT ANY TIME PRIOR TO MIDNIGHT OF THE
THIRD BUSINESS DAY AFTER THE DATE OF THIS TRANSACTION. SEE THE ATTACHED
CANCELLATION FORM FOR AN EXPLANATION OF THIS RIGHT.
IN WITNESS WHEREOF, the Parties have executed this agreement as of the date first written above.