Sales Contract

  • Sales Agreement

    This Sales Agreement, dated as of __________, (this “Agreement”), is entered into between the Buyer (as identified below) and the Breeder (as identified below). Each of Buyer and Breeder may be referred to herein as a “Party” and collectively as the “Parties.” This contract is also identified by DoggyCo, LLC (“DoggyCo”) as contract # ________. This Agreement includes a binding arbitration clause, which restricts your rights. Please read this agreement and the arbitraion clause carefully. For the purposes of this Agreement, the “Breeder” is as follows:
  • For the purposes of this Agreement, “Buyer” is as follows:
    1. Purchase of Puppy
      1. Breeder shall sell to Buyer, and Buyer shall purchase from Breeder the puppy described below (the “Puppy”) upon the terms and conditions set forth in this Agreement.

      2. Buyer will pay Breeder $____________ , in United States Dollars, for the Puppy (the “Purchase Price”). The Parties agree that Buyer shall pay the Purchase Price through DoggyCo. The Purchase Price is exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes; provided, that Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller's income, revenues, gross receipts, personnel or real or personal property or other assets.
      3. Delivery
        1. [Option 1] [The Buyer agrees to collect the Puppy from the Breeder at the Breeder’s physical address or a mutually agreed upon location on [date].]
        2. [Option 2] [The Breeder agrees to deliver the Puppy to the Buyer according to the terms and conditions of the separately executed Deliver Agreement, executed by Breeder and Buyer. Buyer acknowledges and agrees that Buyer is responsible for all costs of delivery of the Puppy and will pay the delivery costs in advance as described in the Delivery Agreement.]
    2. Obligations of Buyer
      1. Buyer shall do the following:
        1. Consult with the Breeder about proper care, feeding, and treatment of the Puppy;
        2. Arrange for appropriate care and training of the Puppy;
        3. Choose a veterinarian and schedule a veterinary check-up visit for the Puppy within seven (7) days of taking delivery of the Puppy;
        4. Take the Puppy to the veterinarian for regular check-ups as recommended by the veterinarian and as additional services are required;
        5. Protect the Puppy from dangerous conditions;
        6. Never leaving the Puppy in a locked car;
        7. Follow a regular schedule of physical exercise and socialization for the Puppy;
        8. Select quality food and treats for the Puppy;
        9. Thoughtfully puppy-proof Buyer’s possessions;
        10. Acquire and make ready necessary equipment and accessories to care for the Puppy in Buyer’s home;
        11. Initiate potty and obedience training immediately. Be patient and consistent in training the Puppy, including by expecting accidents and clean-up;
        12. Buy and use pet-friendly care products and cleaners; and
        13. Never spank or physically punish the Puppy.
      2. To the extent that Buyer wishes to register the Puppy with any Kennel Club, Buyer agrees that all applications, fees, and processes will be initiated and born exclusively by the Buyer. Sire and dam Kennel Club registration information may be obtained through the Breeder. Buyer has no obligation to register the Puppy with any Kennel Club.
    3. Obligations of Breeder
      1. Prior to the Buyer taking delivery or prior to Breeder sending the Puppy for delivery, Breeder shall care for the Puppy as follows:
        1. Provide sanitary housing conditions for the Puppy;
        2. Provide records to the Buyer of all veterinary care performed for the Puppy, including records of examinations, vaccinations, deworming, or other customary (pre-delivery) veterinary procedures. Other than the foregoing services or necessary emergency services, Breeder has no obligation to provide any other veterinary care for the Puppy;
        3. Appropriately groom the Puppy;
        4. Socialize and exercise the Puppy; and
        5. Provide instructions to the Buyer regarding the proper feeding, recommended veterinary care, and transition suggestions.
      2. After Buyer accepts delivery of the Puppy, Breeder will respond to reasonable requests for consultation about the Puppy for the first ______ months thereafter.
      3. Breeder agrees to deliver the Puppy to Buyer if Buyer is collecting the Puppy from the Breeder or via a delivery service if a separate Delivery Agreement has been executed between the Parties.
    4. Representations and Warranties
      1. BREEDER MAKES NO REPRESENTATIONS OR WARRANTY WHATSOEVER WITH RESPECT TO THE PUPPY, INCLUDING, WITHOUT LIMITATION, ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY OF TITLE WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. BREEDER FURTHER DISCLAIMS ALL GUARANTEES, WARRANTIES, OR REPRESENTATIONS RELATING TO SIZE, WEIGHT, DISPOSITION, BREED STANDARDS CONFORMATION, COLORING, DISTINCTIVE MARKINGS OF THE PUPPY, TEMPERAMENT, EXACT COLORING, OR HOW QUICKLY OR EFFECTIVELY THE PUPPY ACCEPTS TRAINING.
      2. Products manufactured by a third party (“Third-Party Product”) may accompany the Puppy. Third-Party Products are not covered by any warranty under this Agreement. For the avoidance of doubt, BREEDER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING, WITHOUT LIMITATION, ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
      3. BREEDER MAKES NO WARRANTY REGARDING ANY DELIVERY SERVICE USED TO DELIVERY THE PUPPY, INCLUDING ANY WARRANTIES APPLICABLE TO COMMON CARRIES OR THAT DELIVERY WILL OCCUR ON TIME. BUYER ACKNOWLEDGES AND AGREES THAT ANY LIABILITY WITH RESPECT TO THE DELIVERY RESTS SOLELY WITH THE CARRIER, OR CARRIERS, TRANSPORTING THE PUPPY.
    5. Refund
      1. THE REMEDIES SET FORTH IN THIS SECTION 5 SHALL BE THE BUYER'S SOLE AND EXCLUSIVE REMEDY AND BREEDER’S ENTIRE LIABILITY FOR ANY GENETIC, HEALTH, OR ANY OTHER CONCERNS RELATING TO THE PUPPY.
    6. Indemnity
      1. The Parties shall jointly and severally indemnify, defend, and hold harmless DoggyCo and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, the “Indemnified Parties”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including, without limitation, reasonable attorneys’ fees, fees and the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, suffered or incurred by any Indemnified Parties or awarded against any Indemnified Parties, relating to any claim of either Party or any third party in connection with the transactions, obligations, representations, warranties, payments, or the Puppy under this Agreement.
    7. Confidentiality
      1. All non-public, confidential, or proprietary information of each Party, including, but not limited to, personal information, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether disclosed directly or through a third party, is confidential, intended solely for the use of performing this Agreement, and may not be disclosed or copied unless authorized by the disclosing Party in writing.
    8. Exclusive Use of DoggyCo
      1. The Parties acknowledge and agree that each is obligated pursuant to the Terms of Use of the DoggyCo site to exclusively use the DoggyCo Site throughout the negotiation, purchase, and delivery of the Puppy. Buyer shall pay all fees, expenses, reimbursements, and other payments required under this Agreement, and any associated Delivery Agreement, through the DoggyCo site. Breeder shall not suggest, encourage, or direct Buyer to pay for the Puppy in any manner other than through the DoggyCo site, nor shall Breeder accept any payments or funds directly from Buyer.
    9. Arbitration
      1. PLEASE READ THIS CAREFULLY AS IT AFFECTS YOUR RIGHTS. INSTEAD OF SUING IN COURT, BREEDER AND BUYER AGREE THAT THE EXCLUSIVE MEANS FOR RESOLVING ANY DISPUTE, CONTROVERSY OR CLAIM, EXCEPT CLAIMS SEEKING INJUNCTIVE RELIEF, ARISING OUT OF, OR RELATING TO, THIS AGREEMENT, AFTER ANY MEDIATION THE PARTIES MAY AGREE TO, SHALL BE BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ON AN INDIVIDUAL BASIS. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. THE PARTIES AGREE THAT, BY ENTERING INTO THIS AGREEMENT, THE PARTIES ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN ANY CLASS OR REPRESENTATIVE ACTION OR OTHER CLASS PROCEEDING. THE PARTIES FURTHER AGREE AS FOLLOWS:
        1. This agreement to arbitrate is intended to be broadly interpreted, and includes, but is not limited to: (1) disputes and claims arising out of, or relating to any aspect of the relationship between the Parties, whether based in breach of contract, breach of any guarantees or warranties, tort, statute, fraud, misrepresentation or any other legal theory; (2) claims that arose before this Agreement or any prior agreement (including, but not limited to, claims relating to advertising); (3) claims that may arise after the termination of the Parties’ relationship; and (4) claims that are the subject of any related class action litigation in which a Buyer is not a member of a certified class.
        2. The Parties hereby agree that the Federal Arbitration Act applies to any arbitration, and governs all questions of whether a dispute is subject to arbitration. Unless the Parties agree otherwise in writing, arbitration shall be: (i) administered by the American Arbitration Association, pursuant to the Consumer Arbitration Rules then in effect (the “AAA's Rules”); and (ii) conducted by a single arbitrator who is licensed to practice law. The AAA's Rules can be found at www.adr.org.
    10. Miscellaneous
      1. Entire Agreement. This Agreement, including and together with any related exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.
      2. Notices. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement must be in writing and addressed to the other Party at its address set forth below (or to such other address that the receiving Party may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all notices must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a notice is effective only (a) on receipt by the receiving Party, and (b) if the Party giving the Notice has complied with the requirements of this Section.
      3. Choice of Law. The Agreement, and any claim, controversy or dispute arising under or related to the Agreement, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties, shall be governed by and construed in accordance with the laws of the State of Utah, without giving effect to its conflict of law provisions that would apply the laws of any other jurisdiction.
      4. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction and shall in any event be confined and modified to give the maximum permissible effect.
      5. No Third-Party Beneficiaries. Except as provided in this Agreement regarding DoggyCo, this Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, protection, or remedy of any nature whatsoever under or by reason of this Agreement.
      6. Force Majeure. Any delay or failure of Breeder to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond the Breeder’s control, without such Breeder’s fault or negligence, and that by its nature could not have been foreseen by the Breeder or, if it could have been foreseen, was unavoidable (which events may include natural disasters, embargoes, explosions, riots, wars, acts of terrorism, strikes, labor stoppages or slowdowns or other industrial disturbances, and shortage of adequate power or transportation facilities).
      7. Attorneys’ Fees. In the event that any claim, suit, action, or proceeding, including arbitration proceedings, is instituted or commenced by either Party hereto against the other Party arising out of this Agreement, the prevailing party will be entitled to recover its actual attorneys’ fees and court costs from the non-prevailing party.
      8. Binding Agreement. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.
      9. No Presumption. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The schedules and exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.
      10. Electronic Signatures. Each Party agrees that the electronic signatures, whether digital or encrypted, of the Parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures.
    11. [signature page follows]
      IN WITNESS WHEREOF, the Parties have caused this Sales Agreement to be executed effective as of the date first written above.
  • BREEDER

  • Date Format: DD slash MM slash YYYY
  • BUYER

  • Date Format: DD slash MM slash YYYY