COMMERCIAL TRANSACTIONS

TAKE HOME ASSINGMENT

SALE PURCHASE CONTRACT OF

LIFT

SUBMITTED TO : SUBMITTED BY :
Mrs.Hiral Mehta ROHIT SINGH RAGHUWANSHI
Faculty, Commercial Transactions Sem- V “B”
Roll No. 461

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 SALE AND PURCHASE OF LIFT AGREEMENT

THIS SALE AND PURCHASE OF LIFT AGREEMENT is made this 30th day of October,
2016, by and among National University of Study and Research In Law, Ranchi, represented
thorugh Registrar,Dr. P.P.Mitra, a body registered under NUSRL Act.2010 situated at AT-
Nagri, P.O Bukru, Kanke-Pithoria Road, Kanke, Ranchi, Jharkhand 834006 (hereinafter
known as "Buyer") and Panasonic India private Limited, Ranchi office at 3DEF, 3rd Floor,
Gopal Complex, Near Shahid Chowk, Kutchery Rd, Ranchi, Jharkhand 834001 (hereinafter
known as "Buyer"). Buyer and Seller shall collectively be known herein as "the Parties".
BACKGROUND
WHEREAS THE SELLER is the absolute owner in possession and enjoyment of the more
fully described in the schedule hereunder and hereafter called the “Lift” and has a clear and
marketable title to it.
WHEREAS the property more fully described in the schedule hereunder is the self-acquired
lift of the SELLER who does business of selling lift.
WHEREAS the SELLER has decided to sell the life as described in the Schedule hereunder
and the PURCHASER has offered to purchase for the same.
WHEREAS, Seller desires to sell the lift described below, known herein as the "Acquired
Lift", under the terms and conditions set forth below;
TERMS AND CONDITIONS
IN CONSIDERATION of the mutual promises and other valuable consideration exchanged
by the Parties as set forth herein, the Parties, intending to be legally bound, hereby agree as
follows:
1. DESCRIPTION OF THE LIFT:
 Year of Manufacture :- 2016
 Brand name- Panasonic Elevator
 Model- Pana, ADD141 Lift 340
 Type- HVAC loads
 Quantity – 10 lifts
 Shaft- The shaft is material-saving with minimum one reinforced concrete wall
 Operating costs- Low maintenance and spare part costs
 Speed- 0, 63 m/s.
 Lift durability- long life
 Connection of power- 100 kilo watts

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  Electric energy consumption-
 Noise emission- no noise emission
2. CONSIDERATION
2.1 PURCHASE PRICE.-Buyer shall pay to Company for the Equipment and for all
obligations specified herein, as full and complete consideration therefore, the sum of 60 lakhs
(hereinafter "Purchase Price").

2.2 PAYMENT:-Payment of the Purchase Price shall be made by Buyer to Company in

accordance with the following schedule:

i. Ten Percent (10%) of the Purchase Price within thirty (30) days after the execution of
this Agreement;
ii. Eighty Percent (80%) of the Purchase Price within thirty (30) days after Delivery of
the Equipment (as defined in Paragraph 7 of the Agreement); and
iii. Ten Percent (10%) of the Purchase Price within thirty (30) days after Buyer's
Acceptance of the Equipment.
iv. In the event that Buyer does not accept the Equipment, Company shall refund all prior
payments within fifteen (15) days of receipt of notification from Buyer that it does not
accept the Equipment.
v. All invoices submitted to Buyer by Company shall list the items of Equipment
purchased there under in the same sequence used in Buyer's Purchase Order for such
Equipment. Buyer's Purchase Order Number shall appear on all invoices submitted to
Buyer hereunder.
3. POSSESSION AND RISK:
i. The Buyer shall take possession of the lift on delivery date. The possession shall
transfer on the delivery of the lift to the buyer by the Seller.

ii. The risk in and benefit arising from the lift shall pass to the Buyer on the date of
possession as contemplated in clause 3.1.

iii. The Buyer shall be liable for all fines, licence fees and all other costs related to the
possession and usage of the lift and hereby indemnifies the Seller against such
liability, from the date of possession as contemplated in clause 3.1.

4. DELIVERY:-.
i. Delivery of the Equipment to Buyer by Company, at Seller sole cost and expense,
shall be made within two (2) weeks after receipt of a purchase order (hereinafter
"Delivery Date"). The Equipment shall be packaged appropriately and all cartons
shall be clearly stamped with Buyer's Purchase Order Number. Buyer must be able to
identify easily all items of the Equipment contained within each carton. Delivery of

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 the Equipment in an undamaged condition to Buyer's Installation Site shall constitute
"Delivery" to Buyer. Risk of loss during transit shall remain with Company.
ii. A packing slip indicating each item and item quantity shipped shall accompany every
shipment. The packing list shall be attached to the exterior of one of the containers in
each shipment in a conspicuous manner The purchase order number must also appear
on all packing slips, invoices and correspondence.
iii. All items "not found" shall be noted and the anticipated availability of the items shall
be indicated clearly on the packing list. No substitutions shall be made without prior
authorization by Buyer's Corporate Purchasing.
iv. Seller shall convey title to Buyer upon delivery of the lift to Buyer. Seller agrees and
covenants to execute all documents presented by Buyer which are necessary to
finalize transfer of title and registration upon the Lift to Buyer.

v. Location- national university of study and research in law, Ranchi- campus ,Cost-
cost of delivery to be on expenses of seller Timing- timing should be reasonable
between 8a.m to 8 p.m
4.1 SHORT DELIVERY/WRONG PRODUCT DELIVERED/NON-DELIVERY
i. No claims for shortage or for damage to Goods, or for delivery of wrong products
shall be made unless the Seller is notified in writing, quoting number of delivery note
or sales order number within three working days after the day of deliver. In the
absence of such notification, the Buyer shall be deemed to have accepted the Goods
and payment in full will become due in accordance with the terms.
ii. No claim for non-delivery shall be made unless the Seller is notified in writing within
7 days of the date of invoice. In the absence of such notification, the Seller shall be
deemed to have delivered the Goods and payment in full become due.
4.2 DAMAGE IN TRANSIT
Goods damaged in transit must be reported to the Seller immediately by signing the
delivery note "damaged on arrival". This must be returned to the Seller within 3 working
days of delivery. Any damaged Goods must be retained (including wrappings, cartons,
etc) for inspection. In the event that the delivery note was signed but not marked
"damaged on arrival" and also when goods are supplied 'ex-works', the Seller cannot be
held responsible for damages in transit.
5. INSPECTION OF GOODS:-
At no cost or expense to Buyer, Seller shall furnish Buyer an reasonable opportunity to
inspect the good along with site preparation studies, which shall include, but not be limited
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to, power, air conditioning, and operational considerations with respect to the Equipment.
Seller's personnel shall coordinate their activities with and avoid interference with Buyer's
employees and construction contractors working to prepare the Installation Site (as
hereinafter defined) for receipt of the Equipment. A pre-installation instruction manual will
be provided to Buyer by Company upon request.
5.1 REJECTION OF GOODS:-
Buyer at time of inspection/ checking of goods can reject the whole consignment if goods are
not according to the description
6. INSTALLATION:-
Seller shall install the Equipment at the Installation Site in accordance with the installation
schedule set forth prescribed by buyer and connect the same to the safety switches or
electrical outlets to be provided and installed by Buyer. Seller shall be responsible for all
costs associated with delivery and installation of the Equipment. Time is of the essence to
this Agreement. Seller shall comply with all permits and licenses required by Federal, State,
or local authorities in connection with the delivery and installation of the Equipment.
7.SERVICE
The free maintenance and guarantee periods will begin from the time when machine is fully
connected to the desired place as by the buyer .The period should not begin until the owner is
ready to begin active operation of the lift. The owner should require the general contractor to
A one-year period of free service is customary. The free service and guarantee periods expire
on the same date. A maintenance contract should be purchased to take effect at the end of the
free service period.
8. REPRESENTATIONS, WARRANTIES, AND DISCLOSURES:
8.1 Warranties.

I. This lift is sold "AS IS", and Seller does not in any way, expressly or impliedly, give
any warranties to Buyer. Seller expressly disclaims any implied warranties of
merchantability or of fitness for a particular purpose.

II. The buyer hereby warrants that he is legally competent to enter into this agreement
and that he has complied with all procedural and legal requirements to enter into this
agreement.

III. By entering into this agreement, the parties warrant that there are no impediments or
restrictions to their doing so and that this agreement does not violate the provisions of
any agreement between any of the parties and any third party.

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IV. The parties agree to perform, or procure the performance, of all further things, and
execute and deliver (or procure the execution and delivery) of all further documents,
as may be required by law or as may be desirable or necessary to implement or give
effect to this agreement and the transactions contemplated therein.
8.2 LIFT DECLARATION:-
i. lifts are fit for purpose of weighing 1000kgs one time and could run well on
installation
8.3 BUYER’S REPRESENTATION:-The individual signing this agreement on behalf of
Buyer hereby represents to Seller that he or she has the power and authority to do so on
behalf of Buyer.
9. BREACH OF CONTRACT:-
9.1 Default by Seller:-
1. Upon the occurrence of any of the following events, and except as is otherwise
provided for in this Agreement, Seller shall be deemed to be in default under this
Agreement if:
 The scheduled performance dates, including the Delivery Date and Installation
Schedule, shall be exceeded by more than thirty (30) days; or
 Company fails or defaults in the performance of any material obligation or covenant
under this Agreement and does not correct or substantially cure such failure, default,
or breach within thirty (30) days from and after Company's receipt of written notice
from Buyer of such default or breach; or
 Any material representation or warranty made by Company hereunder is breached and
remains uncured from and after thirty (30) days following Company's receipt of
written notice from Buyer of such breach.
9.2 Default by Buyer.
Default by Buyer in payment (except in the case of a bona fide dispute) or performance of
any material duty or obligation under this Agreement, shall, at the sole option of Company, if
the default is not cured within thirty (30) days from and after Buyer's receipt of written notice
from Company of the default, constitute a default of this Agreement. In such an event,
Company, at its sole option, may employ any remedy then available to it, whether at law or in
equity, including, but not limited.

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Withhold performance or further performance hereunder until all such defaults have been
cured, provided, however, that Company shall continue to perform hereunder in the event of
a bona fide payment dispute, which has been communicated to Company;
10. TERMINATION AND COMPENSATION:-
Termination of contract will be done on any event of default of nay party and compensation
will be in the form of unliquidated damages.
11.INDEMNITY:-
Cost of all expenses occurred for the breach of contract will occur on defaulting party. A
party in this contract would indemnify defend and hold the harmless other party, its affiliates,
employees, agents and representatives from and against any claim, loss, costs or expenses
attributable to a breach of its conditions and warranties as set out in this contract.
12. FORCE MAJURE:-
i. For the purposes of this Contract, “Force Majeure” means an event which isbeyond
the reasonable control of a Party, is not foreseeable, is unavoidable and not brought
about
by or at the instance of the Party claiming to be affected by such events and which has
caused then on-performance or delay in performance, and which makes a Party’s
performance of its obligations hereunder impossible or so impractical as reasonably to
be considered impossible in the circumstances, and includes, but is not limited to,
war, riots, civil disorder, earthquake, fire, explosion, storm, flood or other extreme
adverse weather conditions, strikes, lockouts or other industrial action (except where
such strikes, lockouts or other industrial action are within the power of the Party
invoking Force Majeure to prevent), confiscation or any other action by Government
agencies.
ii. Force Majeure shall not include (i) any event which is caused by the negligence or
intentional
action of a Party or by or of such Party’s Sub-Consultants or agents or employees, nor
(ii) any event which a diligent Party could reasonably have been expected both to take
into account at the time of the conclusion of this Contract, and avoid or overcome in
the carrying out of its obligations hereunder mentioned in the contract. .

13. EXCLUSIVE JURISDICTION FOR SUIT IN CASE OF BREACH:

The Parties, by entering into this agreement, submit to jurisdiction of the High Court of
Jharkhand at Ranchi for adjudication of any disputes and/or claims between the parties

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under this agreement. Furthermore, the parties hereby agree that the Magistrate’s Court
shall have exclusive jurisdiction over any disputes between the parties relative to this
agreement, whether said disputes sound in contract, tort, or other areas of the law.
14. SEVERABILITY:
In the event any provision of this Agreement is deemed to be void, invalid, or unenforceable,
that provision shall be severed from the remainder of this Agreement so as not to cause the
invalidity or unenforceability of the remainder of this Agreement. All remaining provisions
of this Agreement shall then continue in full force and effect. If any provision shall be
deemed invalid due to its scope or breadth, such provision shall be deemed valid to the extent
of the scope and breadth permitted by law.
15. COMPLIANCE WITH LAWS:
This Agreement shall be interpreted under, and governed by all applicable legislation
including Sale of Goods Act, 1930 and Indian Contract Act, 1872 also This Agreement shall be
interpreted under, and governed by, the laws of the Union of India.
PARITES

The contract shall be signed by

On behalf of P ANASONIC LIMITED-
Mr Ramesh Babu, proprietor of Panasonic Limited, 3DEF, 3rd Floor, Gopal Complex, Near
Shahid Chowk, Kutchery Rd, Ranchi, Jharkhand 834001
On behalf of NUSRL
P.P.MITRA, Registrar, National University of Study and Research in Law, Ranchi , At-
Nagri, P.O Bukuru, Kanke, Ranchi-Pithoria Road, Ranchi-834006.

IN WITNESS WHEREOF,
The parties hereto have executed this contract as of the day and year first above written

Panasonic NUSRL

By : ................................ By : .................................

Title : ........................... Title : ...............................

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