The draft contract below is the starting point to begin discussion of the sale of "in-ground" landscape stock located at Ulu Wehi's field location on the Big Island of Hawaii. The Owner of Ulu Wehi Agronomics is fully aware of the delays inherit in the contract landscaping industry and seeks to provide the required flexibility necessary for a successful sale. The intent of this contact is to protect the Buyers interest in purchased but still in-ground stock and the Sellers ability to maintain safe working environment both before and after stock is removed.
A plant purchasing scenario is provided to help the Buyer understand the timeline for payments on stock, deposits and return of deposits. In this example, 10 large Royal Palms will be purchased at $1,000.00/plant. The Buyer agrees to purchase the 10 palms on June 1, 2002 and plans to remove the trees by June 14, 2002. The Buyer will provide a check for $11,050.00 for the following items before any trees are removed:
1. $10,000.00 for 10 trees at $1,000.00 a piece.
2. $1,000.00 for the hole filling deposit, $100.00/plant-hole.
3. $50.00 for Hawaii State GE tax. (.5%).
The Buyer can deposit this check directly into any Bank of
Hawaii branch office or they can electronically transfer (using the Bank of Hawaii routing (ABA) number,
#121301028) the amount to the Ulu Wehi Account. A $10..0 fee will assessed
for every wire transfer, there is no fee for direct deposits.
The Buyer makes the required payments and the checks clear the Bank of Hawaii. The Buyer removes all trees by June 14, 2002 and fills all the holes and ruts by June 28, 2002. The site inspection confirms that the final grade of all areas affected by the tree removal process are passable with an electronic golf cart and the $1,000.00 hole filling deposit is returned to the Buyer.
In example above, everything works just right and of course everyone is happy. Now lets say the Buyer makes all the required payments but due to project delays cannot remove the trees by June 14, 2002 and does not wish to extend the contract in writing. In this situation, 5% of the cost of the palms (i.e. $50.00/tree) is referred to as "liquidated damages". Thus the Seller will return the Buyer's deposit minus the "liquidated damages" or $10,550.00.
Once the palms are removed from Ulu Wehi's farm site, the Buyer has 14 days to fill holes and ruts caused by the tree digging equipment. If the Buyer determines that he will not be able to conduct these activities, Ulu Wehi Agronomics will keep the hole filling deposit and make the necessary repairs to the farm property. A letter will be provided to the seller indicating that the hole filling deposit has been forfeited and the sales agreement is terminated.
The contract below is for review purposes only. A signed contracted will be provided once payment for plants and deposits are received.
CONTRACT FOR THE SALE OF LANDSCAPE PLANTS
CONTRACT FOR SALE made by and between ________________
whose address is __________________________________________
referred to as "Buyer" and ULU WEHI AGRONOMICS, INC., referred to as "Seller".
SECTION ONE
SALE
Buyer agrees to and will purchase and Seller agrees to and will sell to Buyer the ornamental landscape plants itemized by quantity and description on the list attached as "Sales Sheet" and incorporated herein by reference. Unless otherwise specified herein, Buyer is responsible for the removal of the plants and shall bear the cost of any labor and materials necessary to remove the plants from the Ulu Wehi Nursery and fill holes and ruts caused by plant removal and equipment movement. All sales are final.
SECTION TWO
Harvest and Delivery
Buyer will harvest the ornamental plants that Buyer is purchasing at Buyer's own expense and provide transportation for the plants to Buyer's destination. The removal of the plants from the Ulu Wehi Nursery shall constitute delivery and consummation of the sale. No plants may be removed from Ulu Wehi until the hole filling deposit and plants have been paid for in full in cash, cashier's check, a cleared business check or confirmed wire transfer.
SECTION THREE
Seller's Warranties
Seller warrants that all landscaped plants are in good and marketable condition when removed from the Ulu Wehi premises. Plants are sold "as is" with no warranties, express or implied, with respect to the survival of the plants after they are removed from the soil.
SECTION FOUR
Hole Filling Deposit and Liquidated Damages
There are two deposits applied to sale of all trees. Prior to the removal of any trees, a $100.00/tree deposit will be made to the account of Ulu Wehi Agronomics. The Buyer, at his own expense, must within 14 days after the last tree is removed return all areas affected by the tree removal process to a finished grade that allows for unimpeded movement of an electric golf cart. If any area of the farm, affected by the tree removal process, fails the golf cart movement test, the "tree filling deposit" will be retained by Ulu Wehi Agronomics.
A second non-refundable deposit equal to 5% of the total sales price will be included in the sales price for the field stock. This deposit will be applied to the final invoice if the plants are removed within the time frame specified in the contract. In the event the plants are not removed within the time frame specified, any deposit will be refunded less the 5% non-refundable deposit as liquidated damages. Buyer must remove plants within fourteen (14) days of purchase unless mutually extended by both parties in writing
SECTION FIVE
Entire Agreemen
This agreement constitutes the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this agreement shall not be binding on either party except to the extent incorporated in this agreement.
SECTION SIX
Modification of Agreement
Any modification of this agreement or additional obligation assumed by either party in connection with this agreement shall be binding only if in writing signed by each party or an authorized representative of each party.
SECTION SEVEN
Governing Law
This agreement shall be governed by, construed, and enforced in accordance with the laws of the State of: Hawaii.
IN WITNESS WHERE OF, the parties hereto have executed this Contract for Sale on the _________ day of______________________, 2002..
By _____________________________
Buyer
Ulu Wehi Agronomics
By ______________________________
(J. DeFrank)
Its President
Seller