<<Hypothetical>>                <<Hypothetical>>                <<Hypothetical>>

MULCH PURCHASE AGREEMENT

BETWEEN

ML MULCH COMPANY, INC.

as Seller

AND

ABC LANDSCAPING, INC.

as Buyer

AND

DEVCO, INC.

as Third Party

This purchase agreement, made on the 14th of October, 2013 between the parties ML Mulch Company, Inc., henceforth referred to as Seller in this Agreement, and ABC Landscaping, Inc., henceforth referred to as Buyer in this Agreement, legally transfers sole ownership of Two Thousand Four Hundred Eighty (2,480) bags of regular wood chip mulch, henceforth referred to as Property in this Agreement, from Seller to Buyer in exchange for the full amount, at the rate of Sixty Cents (60¢) per bag, of One Thousand Four Hundred Eighty Eight United States Dollars (US$1,488), to be paid according to Article 2. Property will be delivered from Seller’s warehouse in XXXXX to Buyer’s warehouse in YYYYY by the 1st of December, 2013.

A second purchase agreement, independent of the first, made on the 20th of October, 2013 between Buyer and Devco, Inc., henceforth referred to as Third Party in this Agreement, legally transfers sole ownership of Property from Buyer to Third Party, for the full amount, at the rate of One United States Dollar (US$1) per bag, of Two Thousand Four Hundred Eighty United States Dollars (US$2,480), to be paid by check within 3 business days of delivery of Property. Property will be delivered from Buyer’s warehouse in YYYYY to multiple addresses listed by Third Party (see Article 6.4). Buyer’s duty to Third Party will not be terminated until delivery of Property to all addresses listed by Third Party, to be concluded by the 15th of December, 2013. Should Property fail to arrive at any of Third Party’s listed addresses by the 15th of December, 2013, Third Party may purchase regular wood chip mulch elsewhere, thereby ending installment contract with Buyer.

  1. Definition of Property and Mistakes
  1. Seller accepts this sale of Property, and Buyer accepts this delivery of Property, in full understanding that:
  1. Seller’s bags of regular wood chip mulch each weigh no less than 40 pounds,
  2. are sealed upon delivery, and otherwise show no indication of present or prior (inter-shipment) contact with foreign substances/properties, and
  3. Seller’s regular wood chip mulch has a carbon:nitrogen ratio of no more than 400 parts carbon to 1 part nitrogen.
  1. Seller is liable for any failure to deliver Property under the specifications listed in 1.1.

  1. Payment Scheme
  1. Two Thousand Four Hundred Eighty (2,480) bags of regular wood chip mulch, at the rate of Sixty Cents (60¢) per bag, all shipping expenses accounted for – Property – costs a sum total of One Thousand Four Hundred Eighty Eight United States Dollars (US$1,488), to be paid in two parts:
  1. First Payment: Buyer will pay Seller Sixty Percent (60%) of cost – Eight Hundred Ninety Two United States Dollars And Eighty Cents (US$892.80) – after placement of order for Property.
  2. Second Payment: Buyer will pay Seller remaining Forty Percent (40%) of cost – Five Hundred Ninety Five United States Dollars And Twenty Cents (US$595.20) – upon delivery of Property.
  1. First Payment (2.1(a)) will be made by money order or bank wire, to be mailed or wired by Buyer no later than 3 business days upon placement of order for Property.
  2. Second Payment (2.1(b)) will be made by check, money order, or bank wire, to be arranged by Buyer no later than 5 business days upon delivery of Property.
  3. Should First Payment to Seller be made after 3 business days upon placement of order for Property, order is voided and new order must be placed.
  4. Buyer is liable for any failure to make Second Payment to Seller after 5 business days upon delivery of Property.

  1. Delivery of Property
  1. Seller should ensure that Property is delivered to Buyer’s warehouse in YYYYY no later than the 1st of December, 2013.
  2. Seller should accept this sale of Property, in full understanding that Buyer intends to resell Property to Third Party, and therefore that the deadline for delivery of Property (1st of December, 2013) should be strictly observed, lest Buyer fail to deliver Property to Third Party by the 15th of December, 2013, after which Third Party’s duty to accept Property from Buyer is terminated.
  3. Seller, in accepting purchase agreement, understands that, should Buyer fail to receive Property from Seller by deadline for delivery (1st of December, 2013), Seller is liable for Buyer’s lost business with Third Party, for an amount to be settled in court (see Article 8).

  1. Warranty and Disclaimer
  1. In the event of failure on the part of Seller to deliver Property in accordance with the specifications listed in Article 1.1, Buyer may annul Agreement by telephone only upon receipt of delivery of Property (with voice confirmation from delivery person), then mail a written rejection of delivered Property posthaste.
  2. Seller is released from duty to accept Buyer’s annulment of Agreement should telephone lack voice confirmation from delivery person and/or written rejection of delivered Property is not sent or received. It is Buyer’s duty to ensure Seller’s receipt of written rejection.
  3. All parties (namely, Third Party) accept 4.1 and 4.2 in full understanding that, should Buyer have to reject delivery of Property, Buyer will be unable to fulfill duties to Third Party.
  4. Warranty and Disclaimer do not extend to Third Party.
  5. Seller, in accepting purchase agreement, understands that, given 4.3, should Buyer have to invoke Warranty, Seller is liable for Buyer’s lost business with Third Party, for an amount to be settled in court (see Article 8).
  6. Seller and Buyer, in accepting purchase agreement, each understand that, once Buyer accepts delivery of Property by completing payment scheme described in Article 2, Buyer may not accuse Seller of liability for any claims made by Third Party against Buyer.

  1. Cancellation Policy
  1. Buyer:
  1. If Property has not been shipped, Buyer may terminate order and receive a full refund less any incidental damages incurred.
  2. If Property has been shipped but not delivered, Buyer may terminate order and receive a 50% refund of first payment less any shipping expenses involved in the recovery of Property to Seller.
  3. If Property has been shipped and delivered, and failure to satisfy Article 1.1 applies (invocation of Warranty), Buyer may terminate order, return Property to Seller (shipping expenses paid for by Seller), and receive a full refund.
  4. If Property has been shipped and delivered, but failure to satisfy Article 1.1 does not apply (no invocation of Warranty), Buyer may not terminate order, return Property to Seller, or receive a refund.
  5. Property must be returned to Seller’s warehouse in XXXXX in a condition no worse than the one in which Property was delivered to Buyer.
  1. Seller:
  1. If Buyer has not placed an order for Property, but if Buyer and Seller have entered into a holding contract for Property (see 5.2(b)), Seller may not sell Property to a party other than Buyer until after holding contract expires.
  2. Holding contract – Seller must hold Property for exactly 48 hours upon receipt from Buyer of a bank wire, for an amount no more or less than Ten Percent (10%) of total cost of Property, i.e., One Hundred Forty Eight Point Eight United States Dollars (US$148.80).
  1. Holding contract does not take effect until after Seller receives Buyer’s bank wire.
  2. Upon receipt of Buyer’s bank wire, Seller must immediately notify Buyer of an existing holding contract, along with its expiration date and time.
  1. If Buyer has placed an order for Property, Seller may not terminate order unless unforeseen circumstances occur (see Article 8).
  2. Upon delivery of Property to Buyer, and barring failure to satisfy Articles 1.1 and/or 3.1, Seller’s contractual duties to Buyer are terminated – i.e., Seller no longer has reason to cancel past delivery of Property.

  1. Third Party
  1. Under the Restatement (Second) of Contracts, Third Party is an intended beneficiary, and therefore has enforceable rights.
  2. Given 6.1, Third Party, in the event of failure by Buyer to deliver Property to Third Party’s listed addresses by the 15th of December, 2013, may accuse Buyer of liability for damages incurred from having to purchase regular wood chip mulch elsewhere.
  3. Third Party may not accuse Seller of liability for Buyer’s failure to deliver Property to Third Party’s listed addresses by the 15th of December, 2013.
  4. Third Party’s listed addresses:
  1. AAAAA
  2. BBBBB
  3. CCCCC
  4. DDDDD

  1. Unforeseen Circumstances – Seller and Buyer, in accepting purchase agreement, each understand that, should an unforeseen set of circumstances occur that might prevent shipment of Property from reaching its destination Buyer’s warehouse in YYYYY by the 1st of December, 2013, Seller is not liable (see Article 8).

  1. Settlement
  1. All disputes pertaining to this purchase agreement between Seller and Buyer are to be settled out of court and in good faith.
  2. Failing 8.1, all disputes pertaining to this purchase agreement between Seller and Buyer are to be settled by a reasonable person, to be selected by Seller and Buyer (see 8.6).
  3. Failing 8.1 and 8.2, all disputes pertaining to this purchase agreement between Seller and Buyer are to be settled in court in the forum state, to be selected by Seller and Buyer (see 8.7).
  4. All liability claims are to be settled in court in the forum state, to be selected by Seller and Buyer (see 8.7).
  5. Unforeseen circumstances – Circumstances may be defined as ‘unforeseen’ only by a court of law in the forum state, to be selected by Seller and Buyer (see 8.7).
  6. Reasonable person – Mr. John Smith (Address: EEEEE)
  7. Forum state – Florida

Seller                                        Buyer

___________________________________        ___________________________________

Authorized Signature                                Authorized Signature

___________________________________        ___________________________________

Print Name and Title                                Print Name and Title