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Assignment of Purchase Order

THIS ASSIGNMENT made as of [Date of Agreement (ie. July 1, 2002)] between [Name of
Assignor] (the "Assignor") of [Address of Assignor] and [Name of Assignee] (the "Assignee")
of [Address of Assignee].


(A) By a purchase order dated [Date of Purchase Order] bearing number [Purchase Order
Number] (the “Purchase Order”), the Assignor ordered in accordance with the terms and
conditions set out therein from [Name of Supplier of Products Referred to in Purchase
Order] (the “Supplier”) the equipment listed and described in the said Purchaser Order
(the “Equipment”);

(B) The Assignor has agreed to assign all its right, title and interest under the Purchase Order
to The Assignee, subject to the terms and conditions of this Assignment;

NOW THEREFORE in consideration of the recitals, the mutual covenants hereinafter set forth,
and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:

1. The Assignor hereby sells, assigns, transfers and sets over unto The Assignee all the right,
title and interest of the Assignor under the Purchase Order, including, without limitation,
the right to accept delivery of the Equipment pursuant to the Purchase Order, the right to
take title thereto and to be named the purchaser in the invoices, any related bills of lading
and shipping documents issued with respect to the Equipment.

2. The Assignor warrants, covenants and agrees:

(a) that it has done no act to encumber the Purchase Order or the Equipment subject
thereto, that no payment has been made under the Purchase Order which would
entitle it to any right of ownership in any of the Equipment subject thereto, and
that the Purchase Order is in good standing;

(b) upon the written request of The Assignee to promptly and duly execute and
deliver any and all such further documents and take such further acts as The
Assignee may reasonably require;

(c) that the Purchase Order is in full force and effect and is enforceable according to
its terms and that neither it nor the Supplier are in default thereunder; and

(d) that the Purchase Order has not been pledged or assigned to any other party and
that it is entitled to assign the same as herein provided.

3. The Assignee undertakes to the entire exoneration of the Assignor that it will pay the
purchase price of the Equipment as provided in the Purchase Order.

4. If the Assignor has paid the Supplier a deposit or an advance upon the purchase price of
the Equipment, the Assignee agrees to pay the amount of such deposit or advance to the

IN WITNESS WHEREOF the parties hereto have executed this Assignment as of the date first
above written.

The undersigned hereby:

1. acknowledges, consents and accepts the assignment of the Purchase Order by the
Assignor to the Assignee and the terms and conditions of the foregoing Assignment; and

2. confirms that title to the Equipment remains vested in it as of the date of the Assignment
and that it has received no notice of any other assignment of such Purchase Order by the

Dated this _____ day of ____________________, 20_____.

Witness [Name of Supplier]