Galaxy Holdings (Seller)
![]()
Name: Michael Yuan
Title: General Manager
Date:
(Buyer)
Name:
Title:
Date:
This Sales Agreement (the “Agreement”) is entered into as of between Galaxy Holdings, a TX LLC located at (the “Seller”), and , located at (the “Buyer”). Seller and Buyer are each a “Party” and together the “Parties.”
The Seller agrees to sell, and the Buyer agrees to purchase, the following goods (the “Goods”):
The quantity is . The Goods will conform to the descriptions, specifications, and any samples referenced above.
The total purchase price for the Goods is , exclusive of applicable sales, use, and similar taxes, which are the Buyer’s responsibility unless an exemption applies. Any shipping, insurance, and handling charges are as stated in Section 3.
The Seller will deliver the Goods to on or about , under the following shipping terms: . The Seller will use commercially reasonable efforts to meet the delivery date and will notify the Buyer of any anticipated delay. Unless the shipping terms provide otherwise, the Seller arranges shipment and the Buyer bears freight and insurance costs.
Title to and risk of loss of the Goods pass to the Buyer upon (for example, upon delivery to the carrier or upon receipt at the delivery location), consistent with the shipping terms in Section 3. Until the full purchase price is paid, the Seller retains a purchase-money security interest in the Goods to the extent permitted by law, and the Buyer will sign any documents reasonably needed to perfect it.
The Buyer will pay the purchase price on the following terms: . Undisputed invoices not paid when due accrue interest at per month or the maximum rate allowed by law, whichever is lower. The Buyer will reimburse the Seller’s reasonable costs of collection, including attorneys’ fees, on overdue amounts.
The Buyer may inspect the Goods within days of delivery and may reject Goods that materially fail to conform to this Agreement by giving the Seller written notice describing the nonconformity. Goods not rejected within that period are deemed accepted. For validly rejected Goods, the Seller will, at its option, repair, replace, or refund the price, and bear reasonable return shipping costs.
The Seller warrants that, for from delivery, the Goods will (a) conform to their description and specifications, (b) be free from defects in materials and workmanship, and (c) be conveyed with good title, free of liens. EXCEPT AS EXPRESSLY STATED, THE GOODS ARE PROVIDED WITHOUT OTHER WARRANTIES, AND THE SELLER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE EXTENT PERMITTED BY LAW. The Buyer’s exclusive remedy for breach of warranty is repair, replacement, or refund at the Seller’s option.
If the Buyer breaches, the Seller may suspend delivery, withhold the Goods, and pursue remedies available under the Uniform Commercial Code, including resale and recovery of the price or damages. If the Seller breaches, the Buyer’s remedies are as set out in Sections 6 and 7. Except for a Party’s indemnification obligations and the Buyer’s payment obligations, neither Party is liable for indirect, incidental, or consequential damages, and each Party’s aggregate liability will not exceed the total purchase price.
This Agreement is governed by the laws of the State of TX, including the Uniform Commercial Code as adopted there, without regard to its conflict-of-laws rules. It is the entire agreement on its subject matter, supersedes prior understandings, and may be signed in counterparts, including by electronic signature.
Name: Michael Yuan
Title: General Manager
Date:
Name:
Title:
Date: