EQUIPMENT RELEASE AGREEMENT
This Agreement (Agreement) is made as of
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.
Charles River Laboratories
1>Price of Equipment
2>List of Equipment