FORM OF:
EQUIPMENT RELEASE AGREEMENT
This Agreement (Agreement) is made as of
(the
Effective Date) by and between , having its business address at (Buyer) and Charles River Laboratories, Inc, having its business address at (CRL).
1. SALE OF EQUIPMENT: Buyer agrees to purchase, and CRL agrees to
sell to Buyer certain Equipment, in accordance with the terms and conditions of
this Agreement (the Equipment). Delivery of the Equipment will be f.o.b. CRLs
premises at which point, all risk of loss or damage shall pass to Buyer. Buyer shall pay all transportation, rigging,
packing, handling and other charges applicable to transporting or shipping of
the Equipment. After review of the Equipment,
Buyer shall deliver to CRL a list of the Equipment, which will be attached to
this Agreement as Exhibit A, and a check for the value of the Equipment. Buyer
shall pay all sales, use, excise or similar taxes, assessments or charges
assessed or levied against the Equipment or this transaction.
2. NO WARRANTIES: CRL DISCLAIMS ANY WARRANTY OF ANY KIND,
EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT, INCLUDING BUT NOT LIMITED
TO, THE MERCHANTABILITY OF THE EQUIPMENT OR ITS FITNESS FOR ANY PARTICULAR
PURPOSE. BUYER ACCEPTS THE EQUIPMENTWHERE
IS, AS IS.
3. LIMITATION OF LIABILITY AND REMEDIES: IN
NO EVENT WILL CRL BE LIABLE FOR ANY LOST PROFITS OR OTHER SPECIAL, INCIDENTAL
OR CONSEQUENTIAL DAMAGES. Buyer shall defend and indemnify CRL against all
claims asserted against CRL by third parties in connection with the Equipment,
including claims for personal injury or damage to property.
4. GENERAL:
This Agreement is the complete and exclusive agreement and understanding
between the parties as to the subject matter and supersedes all proposals,
prior agreements, representations and all other documents or communications,
oral or written, between the parties regarding the subject matter hereof. No waiver, alteration or modification of any
of the provisions hereof shall be binding unless in writing and signed by a
duly authorized corporate signatory of both parties. Except as herein expressly provided to the contrary, the
provisions of this Agreement are solely for the benefit of the parties, and not
for the benefit of any other person or legal entities. The terms of this
Agreement shall be construed and interpreted under the laws of the Commonwealth
of Massachusetts. If any provision of
this Agreement shall prove to be illegal or unenforceable, such provision shall
be interpreted to be enforceable to the maximum extent possible under
applicable law and the remaining provisions shall stay in full force and
effect.
IN WITNESS WHEREOF, the parties
have executed this Agreement by their duly authorized representatives.
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________________
By:___________________________ Its:_____________________
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Charles River Laboratories
By:___________________________ Its:_____________________
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Exhibit A
1>Price of Equipment
2>List of Equipment
