CONTRACT OF SALE
Contract No: 1432
Dated: 01/01/2022
This is an Agreement by shriram corporation pvt.Ltd. between Emami
manufacturing Ltd.
SELLER: EMAMI MANUFACTURING LTD
BUYER: SHRIRAM CORPORATION PVT.LTD.
Witnesseth, that in consideration of the mutual undertakings herein contained,
the parties hereto agree as follows:
1. SALE: SELLER agrees to sell to BUYER and BUYER agrees to purchase
from SELLER the machines and features listed below (referred to as the
“Equipment”) in accordance with the terms and conditions specified herein:
HYDRAULIC MACHINERY WITH SPECIALYZIED PURPOSE
2. SALE PRICE: The Sale Price of the Equipment is Rs. 10 MILLION
RUPEES plus applicable sales tax which BUYER agrees to pay SELLER
upon delivery of equipment. A charge of 1 1/2% per month (or the rate
otherwise permitted by law, whichever is lower) on the unpaid balance for
any late payment will be due.
3. DELIVERY: SELLER shall deliver and BUYER shall accept delivery of the
Equipment at 31/01/2022 All shipping, installation and transit insurance costs
shall be borne by the BUYER.
Equipment shall be shipped f.o.b. Point of Shipment.
4. CLOSING DATE: The closing date shall take place upon delivery of the
Equipment.
5. WARRANTY: SELLER warrants that the Equipment will be eligible for
manufacturer’s maintenance. SELLER MAKES NO OTHER WARRANTY,
EXPRESS OR IMPLIED, AS TO THE DESIGN, OPERATION, OR AS TO
THE QUALITY OF THE MATERIAL OR WORKMANSHIP IN, THE
EQUIPMENT AND ALL WARRANTIES INCLUDING WARRANTIES
OF, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE OF THE EQUIPMENT ARE HEREBY EXCLUDED. BUYER
AGREES THAT SELLER WILL IN NO EVENT BE LIABLE FOR
DAMAGES ARISING IN STRICT LIABILITY OR FOR SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND,
HOWEVER ARISING. SELLER’S LIABILITY SHALL UNDER NO
CIRCUMSTANCES EXCEED THE PURCHASE PRICE OF SUCH ITEM
OF EQUIPMENT SET FORTH IN THIS AGREEMENT.
6. TITLE: Title to the Equipment free and clear of all liens, claims and
encumbrances of any kind shall vest in BUYER upon payment by BUYER to
SELLER of the full Sale Price required to be paid pursuant to Paragraph 2
hereof. SELLER shall retain and BUYER hereby grants to SELLER a
purchase money security interest in the Equipment as security for payment in
full to SELLER of such Sale Price. BUYER hereby authorizes SELLER to
file Uniform Commercial Code financing statements to perfect SELLER’S
security interest in the Equipment.
7. TAXES: BUYER will be responsible for and shall pay all applicable taxes,
fees, levies, imposts, duties, withholdings or other charges (including any
interest and penalties thereon), if any, imposed by any taxing authorities by
reason of the sale and delivery herein provided for. In the event BUYER is
purchasing for resale, a duly executed resale certificate shall be delivered to
SELLER on the Closing Date for the State where delivery takes place.
8. NOTICES: Any notice hereunder shall be in writing and shall be deemed to
be given when delivered, including but not limited to overnight courier or
electronic transmission or, if mailed, on the third day after mailing by
registered or certified mail, postage prepaid and addressed to BUYER or
SELLER at its respective address shown on the preamble to this Agreement,
or to either party at such other address it has designated as its address for
purposes of notice hereunder.
9. MISCELLANEOUS
A. This Agreement constitutes the entire agreement between SELLER and
BUYER with respect to the sale and purchase of the Equipment and
supersedes all prior and concurrent offers, promises, representations,
negotiations, discussions and agreements that may have been made in
connection with the sale of the Equipment. No representation or statement
not contained herein shall be binding upon SELLER or BUYER as a
warranty or otherwise unless in writing and executed by the party to be
bound thereby. If BUYER does not sign this Agreement and return the
signed copy of this Agreement to SELLER within thirty (30) days of the
Agreement Date, this Agreement may be voided at
SELLER’S election.
B. BUYER shall not assign its rights under this Agreement unless it has
obtained the prior written consent of SELLER. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns.
C. This Agreement shall be governed by construed in accordance with the
internal laws of the State of KARNATAKA including all matters of
construction, validity, performance and enforcement.
D. This Agreement is subject to acceptance by SELLER at its offices referred
to in the preamble, and shall only become effective on the date thereof.
E. This Agreement may be executed in multiple counterparts, each of which
shall be deemed to be an original and of equal force and effect.
F. No revision or modification of this Agreement shall be effective unless it
is in writing and signed by duly authorized officers of BUYER and
SELLER.
G. SELLER shall be entitled to recover any out-of-pocket costs and expenses
incurred in connection with the enforcement of this Agreement, including,
without limitation, repossession costs, court costs and reasonable
attorney’s fees.
H. BUYER shall be responsible for all software media charges.
I. BUYER is responsible for arranging for the installation of used equipment
and for notifying BUYER’S maintenance provider that used equipment
has been installed.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and do each hereby warrant and represent that its signatory whose
signature appears below has been and is on the date of this Agreement duly
authorized by all necessary and appropriate corporate action to execute this
Agreement.
If this Agreement is not executed by both parties and returned to SELLER on
31/01/2022 SELLER may terminate this Agreement without notice.
SELLER: EMAMI MANUFACTURING LTD.
BUYER:SHRIRAM CORPRATION PVT.LTD.
By: MR.MUGIL BY: MR. M.RAMANI RAKESH
Authorized Signatory Authorized Signatory
TITLE: for supply and installation of specialized machinery for their
manufacturing facility
DATE: 01/01/2022
