WHEREAS, (“Transferee”) has requested that the University of Notre Dame, Notre Dame, Indiana (the “University”) transfer (“Goods or Equipment”) it no longer uses to Transferee for its use and/or resale; and,
WHEREAS, the University has agreed to transfer such Goods or Equipment to Transferee, it has determined that it should execute this agreement.
NOW, THEREFORE, in consideration of the mutual promises contained herein, the receipt and sufficiency of which is hereby acknowledged, the undersigned parties agree as follows:
Transferee agrees to:
Adhere to and abide by all federal, state of local laws, statues, regulations and ordinances as they relate to the use, transfer, sale or disposal of the Good or Equipment.
RELEASE AND INDEMNITY: Transferee hereby releases and agrees to defend, indemnify, and hold harmless the University from and against any and all liabilities, expenses, governmental fines, damages, claims, demands, actions causes of action, settlements or judgments of any nature whatsoever, including, but not limited to claims for property damage (including, without limitation, claims, actions, judgments, expenses, fees or fines arising from environmental contamination) or personal injury (including death), loss of use, loss of profits, incidental or consequential damages (including attorney fees and court costs) and punitive damages arising from or related in any manner to Transferee’s use, transfer, transport, misuse or disposition of the Goods or Equipment after title transfers to Transferee. Any claims alleging that the Goods or Equipment was or were defective, not properly repaired, not properly constructed, not properly maintained or not properly Inspected shall be evidence of Transferee’s negligence and not the University’s negligence.
REMOVAL, LOADING AND SHIPPING EXPENSES: All expenses of removing the Goods or Equipment from the University’s facility, loading and shipping shall be done by Transferee. If for any reason Transferee fails to remove any Goods or Equipment purchased or obtained pursuant to this Agreement from the University’s property within five (5) days following Transferee’s purchase or agreement to accept said Goods or Equipment, the University shall, in its sole discretion, have the right to dispose of or destroy said Goods and Equipment in any manner the University deems fit, including without limitation via resale or donation of said Goods or Equipment to a third party. In such event, Transferee hereby waives all right to any damages, claims, actions, costs, expenses, judgments or remedies of any kind and hereby releases and forever discharges the University, its trustees, officers, employees, agents, affiliates and representatives from all liability, claim, action, cost, damage, judgment or expense which arises out of or relates in any manner to the sale or disposal of the Goods or Equipment as permitted herein.
TITLE: Regardless of the destination of the Goods or Equipment, title shall pass to Transferee at the time payment is made.
DISCLAIMER OF WARRANTY:
a)Transferee acknowledges and agrees that the Goods or Equipment are surplus goods and are accepted AS-IS, WHERE IS, with all faults. Transferee make no warranty or representation whatsoever with respect to the Goods or Equipment, except as to title, and the University hereby DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ADAPTABILITY, SPECIFICATIONS AND COMPLIANCE WITH LAWS, REGULATIONS, OR STANDARDS OF ANY KIND.
b)The University shall in no event be liable for direct, incidental or consequential damages allegedly caused by defective design, material, workmanship, warnings, instructions or performance, nor incur any liability or expense for repairs or additions to the Goods or Equipment.
c)Transferee acknowledges that the Goods or Equipment may be deemed hazardous, defective or noncomplying with laws, regulations or standards. Transferee shall, at Transferee’s sole cost, be responsible for removing, loading, shipping, using, repairing, modifying and/or disposing of the Goods or Equipment in a manner that complies with applicable laws, regulations, ordinances or standards.
d)Transferee acknowledges that it has had an ample and satisfactory opportunity to inspect and/or test the Goods or Equipment in advance of their transfer to Transferee.
COMPLETE AGREEMENT: The terms and conditions contained herein constitute the entire agreement between Transferee and the University with respect to the Goods or Equipment and supersede all other oral and written statements, understandings or agreement by or between the parties. Both parties have read, understand and agree to these terms and conditions. Any dispute arising out of or related to this Agreement shall be resolved exclusively in the courts located in St. Joseph County, Indiana. Transferee hereby consents irrevocably to the jurisdiction and venue of said courts.
