SURPLUS ASSET SALE
STANDARD CONDITIONS OF SALE
SALE OF OBSOLETE OR SURPLUS GOODS AGREEMENT
( to be attached to a Project Addendum)
CLAUSE NO. HEADING PAGE
1. SUBJECT MATTER OF SALE 2
2. QUALITY AND SAFETY 2
3. PRICE 3
4. TERMS OF PAYMENT 3
5. DELIVERY 3
6. OWNERSHIP AND RISK 3
7. DETERIORATION 4
8. ASSIGNMENT 4
9. INDEMNITY 4
10. CONFIDENTIALITY 4
11. TERMINATION 4
13. WAIVER 5
14. ENTIRE AGREEMENT 5
15. GOVERNING LAW 5
16. INTERPRETATION 5
APPENDIX 1 DESCRIPTION OF USED ARTICLES 1
APPENDIX 2 DETAILS OF PURCHASE 1
THIS AGREEMENT is dated
1. [GSK] whose place of business is at  ("GSK"); and
2. [PURCHASER NAME] whose place of business is at  ("Buyer").
(A) GSK has appointed EquipNet whose particulars are set out in Appendix 1 ("the Representative") to act on its behalf in the sale of certain used goods of GSK.
(B) The Buyer wishes to purchase certain used goods from GSK and GSK wishes to sell such used goods to the Buyer on the following terms and conditions.
IT IS HEREBY AGREED as follows-
1. SUBJECT MATTER OF SALE
GSK shall sell to the Buyer and the Buyer shall purchase from GSK the used articles listed in Appendix 1 attached hereto and hereby made a part of this Agreement (hereinafter called "the Goods") free from all encumbrances and in the condition in which they are found and as examined by the Buyer.
2. QUALITY AND SAFETY
2.1 It is acknowledged by the Buyer that the Goods are sold by GSK and purchased by the Buyer as used goods.
2.2 It is expressly understood and agreed by the Buyer that the Goods are purchased and taken by the Buyer at the Buyer's risk and as examined or deemed examined by the Buyer at GSK's premises and that the Goods are sold with any and all existing defects and no warranty, term, condition or guarantee is given as to their quality, suitability, fitness for purpose or level of anticipated performance, state of repair or working condition; or that the Goods do not infringe any Letters Patent, Registered Design, Trademark or Copyright, or that the Goods will be of good construction or sound material, of adequate strength or free from defects in design, materials or workmanship AND FURTHER the Buyer agrees to the exclusion of all or any express or implied statutory or other warranties, terms, conditions or guarantees whatsoever to the maximum extent permitted by law.
2.3 The Buyer agrees to undertake any work necessary to ensure that the Goods comply with the requirements of the Health and Safety at Work etc Act 1974, The Supply of Machinery (Safety) Regulations 1992 and the Provision and Use of Work Equipment Regulations 1998 or other relevant legislation or regulations governing the use of the Goods in a working environment before the machinery is taken into use or resold by the Buyer. GSK excludes all liability which may result from the Buyer's non compliance with such legislation or regulations.
2.4 Without prejudice to clause 2.2, the Buyer acknowledges receipt of the GSK Notice to Buyer from GSK or the Representative (on behalf of GSK) containing information in relation to the Goods and/or removal of the Goods for the Buyer's attention.
[DRAFTING NOTE: GSK (EHS) will ordinarily provide buyers of used goods with a Notice to Buyer setting out information such as uses GSK has made of the Goods, the cleaning, if any, that GSK has carried out in relation to the Goods and any dangerous substances that the Goods may have been exposed to. However, this clause 2.4 may not always be applicable (and therefore should be excluded) where GSK decides not to provide the Buyer with such a notice.]
The price for the Goods, exclusive of sales tax VAT or equivalent tax in relation to the sale of the Goods, shall be the purchase price set out in Appendix 3 ("Purchase Price").
4. TERMS OF PAYMENT
4.1 The Buyer agrees to pay to the Representative acting on behalf of GSK the Purchase Price and the applicable sales tax, VAT or equivalent tax in respect of the sale of the Goods, in full by the payment date referred to in Appendix 2 ("Payment Date"). GSK will procure that the Representative shall promptly confirm to the Buyer and to GSK receipt of such sum.
4.2 In the event of any delay in payment, the amount of such payment so delayed shall without prejudice to any other remedies available to GSK bear interest at a rate per annum of 2% above the Prime Rate as reflected in the latest edition of the Wall Street Journal calculated on a daily basis for each day of such delay. This interest shall accrue until payment of the delayed amount is made and at the time of payment this accrued interest shall also be paid.
4.3 The parties acknowledge that any commission that may be charged by the Representative to the Buyer for the Representative's services in relation to the sale of the Goods shall be the subject of a separate agreement to this Agreement and does not form part of any amount(s) payable by the Buyer to GSK under this Agreement.
The Buyer shall take delivery of the Goods on Ex Works (Incoterms) 2000 at the pick up point specified in Appendix 2. The Goods shall be collected at the time specified in Appendix 2 or such other time as shall be mutually agreed between GSK and the Buyer, but in any event not before payment of the Purchase Price (and applicable taxes) has been received in full by the Representative.
6. OWNERSHIP AND RISK
6.1 The ownership and risk in the Goods will pass to the Buyer upon delivery in accordance with clause 5 and thereafter GSK shall have no further liability in respect of the Goods except as may be contemplated by this Agreement or as otherwise prescribed by law.
6.2 In the event that the Buyer has paid for the Goods but fails to collect the Goods within 7 days of the collection date specified in clause 5, then GSK shall be entitled in its discretion to either store the Goods and charge the Buyer GSK's costs for storing the Goods; or GSK may dispose of the Goods and payment made by the Buyer under this Agreement will be deemed forfeited.
Without prejudice to clause 6 (Ownership and Risk), GSK shall not be obliged to protect any of the Goods or part thereof from damage or deterioration after the agreed date of collection as specified in clause 5.
Buyer will not, without the written consent of GSK assign or otherwise seek to transfer its rights or duties under this Agreement.
Buyer shall on taking ownership and risk in the Goods in accordance with clause 6 (Ownership and Risk), indemnify and hold forever harmless GSK thereafter against any liabilities, damages, claims, costs, losses and expenses incurred or paid by GSK howsoever arising from the removal of or otherwise relating to the Goods, except as otherwise provided in this Agreement or to the extent that such liabilities, damages claims, costs, losses and expenses are due to a breach of this Agreement by GSK,
Buyer shall refrain from any reference to GSK regarding this Agreement or the substance thereof in any literature, publication or advertisement and shall not use or disclose to any third party any confidential information disclosed by GSK other than for the purpose of this Agreement without GSK's prior written consent.
If Buyer is in breach of any of the terms and conditions of this Agreement or if Buyer becomes insolvent or bankrupt or makes a composition or arrangement with its creditors or has a receiver, administrative receiver or administrator appointed or commences to be wound up (other than for the purposes of amalgamation or reconstruction) or if execution is levied against Buyer 's goods or assets or if Buyer ceases, or threatens to cease, to carry on business, GSK may, without prejudice to any other of its rights, terminate this Agreement forthwith by notice to Buyer or any person in whom this Agreement may have become vested.
12. SPECIAL CONDITIONS
GSK and the Buyer agree to be bound by the special conditions set out in Appendix 2 (if any) in addition to the terms and conditions contained herein. In the event of any inconsistency between the terms and conditions contained herein and the special conditions in Appendix 2, the special conditions shall prevail and be applicable.
[NOTE: the special conditions allow this agreement to be flexible, however, GSK must be made aware of by EQUIPNET and specifically agree to the Special Conditions upon signing this Agreement. Parties should initial each page]
The failure on the part of either party to exercise or enforce any right conferred upon it under this Agreement shall not be deemed to be a waiver of any such right or operate to bar the enforcement of such right at any time or times thereafter.
14. ENTIRE AGREEMENT
14.1 The Buyer acknowledges that no warranties representations assurances or conditions other than as contained in this Agreement are given by GSK.
14.2 This Agreement and its appendices constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes any previous understandings or agreements between the parties, written and unwritten, with respect to any such matters.
15. GOVERNING LAW
The construction, validity and performance of this Agreement shall be governed by the Law of England if in the UK or other parts of the world. and the state where Services are performed if in the United States and both parties hereby submit to the non-exclusive jurisdiction of the above
In this Agreement unless the contrary intention appears:
(a) words denoting the singular include the plural and vice versa;
(b) a reference to any gender includes all genders;
(c) the table of contents and headings are for convenience only and do not affect interpretation;
(d) a reference to a party is a reference to a party to this Agreement;
(e) a reference to a recital, clause, schedule or annexure is to a recital, clause, (including sub-clause, paragraph, sub-paragraph or further subdivision of a clause) schedule or annexure of or to this Agreement.
(f) the schedules and annexure form part of this Agreement;
(g) a reference to any legislation or legislative provision includes any statutory modification or re-enactment of, or substitution for, and any subordinate legislation under, that legislation or legislative provision; and including and similar expressions are not and must not be treated as words of limitation.
SIGNED for and on behalf of the Parties
SmithKline Beecham corporation d/b/a GLAXOSMITHKLINE
[Note: GSK is to sign this document
DESCRIPTION OF ARTICLES OF EQUIPMENT ( Sample )
1. Office Equipment
2. Cafeteria Equipment
3. Print Shop Equipment
4. IT Equipment
5. Pharm Dev Equip
6. Surplus Mfg.Equipment
7. Manufacturing Equipment
8. Lab Equipment
9. Warehouse Equipment
10. Incinerator Equipment
11. Facility Equipment
12. Building Fabric
DETAILS OF SALE
Purchase Price: [Specify currency]
PLUS: [Specify taxes on sale of Goods separately]
Collection Date & Pick Up Point: