This Bill of Sale is made and is effective as of
1. Used Equipment Sold; Price. Seller agrees to sell and Buyer agrees to buy the following used materials or equipment (individually or collectively referred to as the "Used Equipment") in the quantities and at the prices (the "Purchase Price") listed on Exhibit "A"
2. Description of the Used Equipment. The description of the Used Equipment is based on the information available to the responsible sales personnel of Seller. Seller, however, makes no warranty, express or implied, as to the description of any of the Used Equipment, except as expressly set forth otherwise in this Agreement.?
3. Sale and Transfer of Purchased Assets. Seller hereby grants, conveys, sells, assigns, transfers and delivers to Buyer, on the date hereof, all right, title and interest of Seller in and to the Purchased Assets, as identified in exhibit A hereto, free and clear of all Liens other than Permitted Liens.
4. Purchase Agreement. This Bill of Sale is made subject to and with the benefit of the respective representations and warranties, agreements, covenants, terms, conditions, limitations and other provisions of EquipNet?s Purchase Agreement.?
5. DISCLAIMER. Seller makes no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability, or availability with respect to the Used Equipment or the information, articles, templates, or related graphics about the Used Equipment .Any reliance you place on such information is therefore strictly at your own risk. The undersigned Buyer accepts receipt of this Bill of Sale and understands that the above property is sold in ?as is? condition with no guarantees or warranties, either expressed or implied, for the property.?
6. Warranty. Seller and Buyer agree that all Used Equipment to be sold under this Agreement is sold on an "AS IS, WHERE IS, WITH ALL FAULTS" basis. SELLER MAKES NO REPRESENTATION OR WARRANTY, STATUTORY, EXPRESS OR IMPLIED WITH RESPECT TO THE USED EQUIPMENT INCLUDING MAKING NO WARRANTY THAT THE USED EQUIPMENT WILL BE MERCHANTABLE OR FIT FOR ANY PARTICULAR PURPOSE. THE ONLY WARRANTY OR REPRESENTATION MADE BY SELLER IS A WARRANTY THAT SELLER IS THE OWNER OF THE USED EQUIPMENT. Buyer assumes all risks and liability whatsoever resulting from the possession, use or disposition of the Used Equipment. Seller will have no liability with respect to the Used Equipment sold to Buyer, including having no liability for indirect, incidental or consequential damages.?
7. Indemnity. Buyer indemnifies Seller and holds Seller harmless against all liability or loss of all persons for injury, sickness, and/or death and for property damage caused by the Used Equipment or by hazardous chemicals or other hazardous material on or in them, except for that solely attributable to Seller's sole negligence, after delivery by Seller and/or upon the commencement by Buyer of the dismantling. Buyer agrees to refrain from making any use of any trademarks, labels, distinctive markings, or designs that may appear on the Used Equipment.
8. Title and Risk of Loss. Title to and risk of loss or damage to all Used Equipment purchased by Buyer will pass to Buyer upon Seller's delivery to Buyer, Buyer's agent or Buyer's carrier at Seller's plant.
9. Order of Precedence. In the event of a conflict between this Bill of Sale and EquipNet?s Purchase Agreement, the terms of the Purchase Agreement shall take precedence and control.
10. Counterparts. This Bill of Sale may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Bill of Sale and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this Bill of Sale and of signature pages by facsimile transmission shall constitute effective execution and delivery of this Bill of Sale as to the parties and may be used in lieu of the original Bill of Sale for all purposes. Signatures of the parties transmitted by facsimile shall be deemed to be their original signatures for all purposes.
IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be executed as of the date first above written.