PHOTOBOOTH SUPPLY CO. SALE OF GOODS AGREEMENT
This Sale of Goods Agreement (this "Agreement") is entered into by and between Photobooth Supply Co. ("Seller") and the customer ("Buyer"), collectively (the “Parties”), as stated in the attached Invoice, with the effective date being the date of the Invoice, which is incorporated herein by reference. Whereas, Seller is in the business of selling photo kiosks (the "Goods"), and, Buyer desires to purchase the Goods from Seller. Now, for acknowledged good and valuable consideration, the Seller and Buyer agree as follows:
AGREEMENT TO PURCHASE AND SELL GOODS
Section 1.01 Purchase and Sale. Subject to the terms and conditions of this Agreement, the Seller shall, on a non-exclusive basis, sell to Buyer, and Buyer shall, on a non-exclusive basis, purchase from Seller, the Goods.
SHIPMENT AND DELIVERY
TITLE AND RISK OF LOSS
Section 4.01 Inspection. Buyer shall inspect the Goods with fifteen (15) days of receipt ("Inspection Period") of the Goods and either accept or, if such Goods are Defective Goods, shall notify Seller within the Inspection Period. Buyer will be deemed to have accepted the Goods unless it notifies Seller in writing of any Defective Goods during the Inspection Period. If Buyer timely notifies Seller of any Defective Goods, Seller shall determine, in its sole discretion, whether the Goods are Defective Goods. If Seller determines that the Goods are Defective Goods, Seller will replace the Defective Goods with Conforming Goods at Seller’s expense.
Section 5.01 Limited Warranty. Seller warrants to Buyer that for a period of one (1) year from the date of shipment of the Goods (the "Warranty Period"), that such Goods will materially conform to the specifications set forth in Seller's published specifications in effect as of the date of the tender of Goods to a commercial carrier and will be free from significant defects in material and workmanship.
Section 6.01 Ownership. Buyer acknowledges and agrees that:
Section 7.01 Scope of Confidential Information. Any and all confidential information and materials comprising or relating to Seller’s intellectual property rights, trade secrets, third-party confidential information and other sensitive or proprietary information, as well as the terms of this Agreement, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information").