BILL OF SALE (the “Agreement”) THIS AGREEMENT made effective as of and from the [day] of [month], 2016. BETWEEN:AltaLink, L.P.2611 3 Avenue SE (Hereinafter referred to as the "Vendor")
[Name of Buyer][Enter Address] (Hereinafter referred to as the "Purchaser") WHEREAS the Vendor is the owner of the equipment described in Schedule "A" (the “Equipment”) attached hereto (the “Disposal Items”) and has agreed with the Purchaser for the absolute sale to the Purchaser of the Disposal Item for and in consideration of the Purchase Price; NOW THEREFORE the Vendor and the Purchaser agree as follows:
- In consideration for the Disposal Item, the Purchaser shall pay the Vendor the sum of $ [Enter Amount] CAD, inclusive of all applicable federal and/or provincial sales or other valued added taxes, (the “Purchase Price”), by cheque or Electronic Fund Transfer, at or before the effective date of this Agreement, and in any event prior to removal of the Disposal Item from the Vendor’s premises.
- In consideration of the payment of the Purchase price as set out in paragraph 1 above, receipt of which is hereby acknowledged, the Vendor hereby does sell, convey, transfer and assign to the Purchaser all the right, title, estate and interest whatsoever, both at law and equity, or otherwise howsoever, of the Vendor, in and to the Disposal Item.
- The Purchaser shall remove the Disposal Item from the Vendor’s premises no later than 10 business days, unless agreed upon by Vendor, and shall bear all risk and costs associated with such removal.
- The Purchaser agrees that the delivery of the Disposal Item from the Vendor’s premises to the Purchaser’s premises or to any other location that the Purchaser may direct is the Purchaser’s sole responsibility and at Purchaser’s sole cost and risk. Such responsibility, cost and risk include, but are not limited to, any customs duties or other requirements that must be satisfied to export the Disposal Item from Canada and to import the Disposal Item into any other country.
- The Purchaser acknowledges that the Disposal Item is being purchased on an “as is, where is” basis completely at Purchaser’s own risk.
- The Vendor makes no representations or warranties, express, implied, statutory or otherwise respecting the Disposal Item, including without limiting the generality of the foregoing, the Vendor makes no implied warranties of merchantability, merchantable quality, durability, condition, design, quality, capacity, workmanship, operation or fitness for a particular purpose or use thereof or its freedom from liens, charges, security interests and encumbrances. The Vendor does not represent or warrant that the Disposal Item will meet any or all of the Purchaser’s requirements.
- In no event will the Vendor be responsible for any loss, damage or expense of any kind or nature, whether direct, indirect, incidental, special or consequential, including without limitation, damages for loss of profits or loss of use, incurred by the Purchaser or any other person, caused by or resulting from the Disposal Item or its use, maintenance or possession, by the inadequacy of the Disposal Item or by any interruption of service or loss of use of the Disposal Item or for any loss of business or damage whatsoever and howsoever caused.
- The Purchaser expressly agrees to be liable to the Vendor and to indemnify and save the Vendor harmless from and against all claims, causes of action, charges and losses howsoever arising from the removal of the Disposal Item from the Vendor’s premises and delivery of the Disposal Item at the Purchaser’s premises, or at any other location that the Purchaser may direct, or the future use of the Disposal Item by the Purchaser or by any other person.
- The Purchaser pays all transportation costs and also bears the risks for bringing the goods to their final destination. Purchaser to contact the Vendor’s site to schedule security clearance and loading of goods from [Enter address where the goods will be picked up], prior to pick up.
- The Vendor and the Purchaser hereby agree that this Agreement shall ensure to the benefit of and be binding upon themselves and their respective successors and assigns.
- This Agreement shall be interpreted according to the laws of the Province of Alberta and any laws of Canada applicable to the subject matter hereof. Vendor and Purchaser irrevocably submit to the exclusive jurisdiction of the courts of the Province of Alberta and all courts of appeal there from in respect of any disputes arising from this Agreement.
IN WITNESS WHEREOF the Vendor and the Purchaser have each executed this Agreement as of the date first above written. _____________________________________ AltaLink, L.P., by its General Partner AltaLink Management Ltd.Name: Ron TruscottTitle: Manager, Material and Fleet _____________________________________ [Enter Company Name]Name: [Enter name]Title: [Enter Title] SCHEDULE "A" Attached to and forming part of this Agreement made effective [enter date first written above] between the Purchaser and the Vendor. The “Disposal Items”: [List the goods to be disposed]
- This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether oral or written.