Texas Sample Purchase Agreement between Organichem Corporation and Albany Molecular Research, Inc.

• Category: Corporations - Public - Purchase
• State: Multi-State
• Control #: US-EG-9393
• Format: Word; Rich Text

Description

Debenture Purchase Agreement between Organichem Corporation and Albany Molecular Research, Inc. regarding the sale and purchase of convertible subordinated debentures dated December 21, 1999. 19 pages. Texas Sample Purchase Agreement between Organic hem Corporation and Albany Molecular Research, Inc. This Texas Sample Purchase Agreement (hereinafter referred to as the "Agreement") is made and entered into as of [Agreement Date], between Organic hem Corporation, a corporation organized and existing under the laws of the State of Texas, having its principal place of business located at [Organic hem Corporation Address], hereinafter referred to as the "Buyer," and Albany Molecular Research, Inc., a corporation organized and existing under the laws of [Albany Molecular Research State], having its principal place of business located at [Albany Molecular Research Address], hereinafter referred to as the "Seller." WHEREAS, the Buyer is in need of purchasing certain products from the Seller, as set forth in Exhibit A attached hereto; WHEREAS, the Seller possesses the necessary products and is willing to sell them to the Buyer, subject to the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Buyer and the Seller (collectively referred to as the "Parties" or individually as a "Party"), agree as follows: 1. Purchase and Sale of Products: 1.1 The Seller agrees to sell and the Buyer agrees to purchase the products described in Exhibit A (the "Products") in accordance with the terms and conditions set forth herein. 1.2 The Buyer shall purchase the Products at the prices set forth in Exhibit B and pay for them in the manner specified in Section 3. 2. Delivery: 2.1 The Products shall be delivered at the Buyer's designated delivery location specified in Exhibit C, unless otherwise agreed upon by both Parties. 2.2 The Seller shall use commercially reasonable efforts to deliver the Products within the agreed-upon timeframe specified in Exhibit D. In the event of any delay, the Seller shall promptly notify the Buyer and provide a revised delivery schedule. 2.3 Risk of loss or damage to the Products shall pass from the Seller to the Buyer upon delivery. 3. Payment Terms: 3.1 The Buyer shall make payment for the Products in the amount and currency specified in Exhibit B. 3.2 Payment shall be made within [number] days from the date of receipt of the Seller's invoice, unless otherwise agreed in writing by both Parties. 3.3 Late payments shall accrue interest at the rate of [interest rate]% per month until paid in full, and the Seller may suspend further deliveries in the event of non-payment. 4. Warranties: 4.1 The Seller represents and warrants that the Products shall conform to the specifications set forth in Exhibit A, and shall be free from defects in material and workmanship. 4.2 The Seller's warranty shall extend for a period of [number] days from the date of delivery. 4.3 The Buyer shall promptly notify the Seller in writing of any non-conformity or defect, and the Seller shall, at its discretion, either replace the non-conforming Products or refund the purchase price. 5. Confidentiality: 5.1 Both Parties acknowledge that during the course of their business relationship, they may disclose confidential information to each other. 5.2 Neither Party shall disclose nor use any confidential information for any purpose other than as necessary for the performance of this Agreement, unless otherwise agreed in writing or required by law. 6. Governing Law and Jurisdiction: 6.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. 6.2 Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts sitting in [Texas county]. This Agreement, along with its exhibits, constitutes the entire agreement between the Parties and supersedes all prior oral or written agreements, understandings, or representations. This Agreement may only be modified in writing and signed by both Parties. IN WITNESS WHEREOF, the Parties hereto have executed this Purchase Agreement as of the date first above written. [Signatures of Buyer and Seller] --- Types of Texas Sample Purchase Agreement between Organic hem Corporation and Albany Molecular Research, Inc.: 1. Texas Sample Purchase Agreement for Chemical Compounds 2. Texas Sample Purchase Agreement for Laboratory Supplies 3. Texas Sample Purchase Agreement for Research Materials 4. Texas Sample Purchase Agreement for Pharmaceutical Products 5. Texas Sample Purchase Agreement for Custom Synthesis Services.

Texas Sample Purchase Agreement between Organic hem Corporation and Albany Molecular Research, Inc. This Texas Sample Purchase Agreement (hereinafter referred to as the "Agreement") is made and entered into as of [Agreement Date], between Organic hem Corporation, a corporation organized and existing under the laws of the State of Texas, having its principal place of business located at [Organic hem Corporation Address], hereinafter referred to as the "Buyer," and Albany Molecular Research, Inc., a corporation organized and existing under the laws of [Albany Molecular Research State], having its principal place of business located at [Albany Molecular Research Address], hereinafter referred to as the "Seller." WHEREAS, the Buyer is in need of purchasing certain products from the Seller, as set forth in Exhibit A attached hereto; WHEREAS, the Seller possesses the necessary products and is willing to sell them to the Buyer, subject to the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Buyer and the Seller (collectively referred to as the "Parties" or individually as a "Party"), agree as follows: 1. Purchase and Sale of Products: 1.1 The Seller agrees to sell and the Buyer agrees to purchase the products described in Exhibit A (the "Products") in accordance with the terms and conditions set forth herein. 1.2 The Buyer shall purchase the Products at the prices set forth in Exhibit B and pay for them in the manner specified in Section 3. 2. Delivery: 2.1 The Products shall be delivered at the Buyer's designated delivery location specified in Exhibit C, unless otherwise agreed upon by both Parties. 2.2 The Seller shall use commercially reasonable efforts to deliver the Products within the agreed-upon timeframe specified in Exhibit D. In the event of any delay, the Seller shall promptly notify the Buyer and provide a revised delivery schedule. 2.3 Risk of loss or damage to the Products shall pass from the Seller to the Buyer upon delivery. 3. Payment Terms: 3.1 The Buyer shall make payment for the Products in the amount and currency specified in Exhibit B. 3.2 Payment shall be made within [number] days from the date of receipt of the Seller's invoice, unless otherwise agreed in writing by both Parties. 3.3 Late payments shall accrue interest at the rate of [interest rate]% per month until paid in full, and the Seller may suspend further deliveries in the event of non-payment. 4. Warranties: 4.1 The Seller represents and warrants that the Products shall conform to the specifications set forth in Exhibit A, and shall be free from defects in material and workmanship. 4.2 The Seller's warranty shall extend for a period of [number] days from the date of delivery. 4.3 The Buyer shall promptly notify the Seller in writing of any non-conformity or defect, and the Seller shall, at its discretion, either replace the non-conforming Products or refund the purchase price. 5. Confidentiality: 5.1 Both Parties acknowledge that during the course of their business relationship, they may disclose confidential information to each other. 5.2 Neither Party shall disclose nor use any confidential information for any purpose other than as necessary for the performance of this Agreement, unless otherwise agreed in writing or required by law. 6. Governing Law and Jurisdiction: 6.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. 6.2 Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts sitting in [Texas county]. This Agreement, along with its exhibits, constitutes the entire agreement between the Parties and supersedes all prior oral or written agreements, understandings, or representations. This Agreement may only be modified in writing and signed by both Parties. IN WITNESS WHEREOF, the Parties hereto have executed this Purchase Agreement as of the date first above written. [Signatures of Buyer and Seller] --- Types of Texas Sample Purchase Agreement between Organic hem Corporation and Albany Molecular Research, Inc.: 1. Texas Sample Purchase Agreement for Chemical Compounds 2. Texas Sample Purchase Agreement for Laboratory Supplies 3. Texas Sample Purchase Agreement for Research Materials 4. Texas Sample Purchase Agreement for Pharmaceutical Products 5. Texas Sample Purchase Agreement for Custom Synthesis Services.