AI-generated overview of key terms and overall assessment
Potential issues that need your attention, sorted by priority
The non-refundable deposit could lead to significant loss if the Seller fails to deliver or breaches the contract.
non-refundable except for Seller's material breach.
The Buyer assumes risk before inspecting the equipment, which could lead to losses if defects are found later.
Risk transfers to Buyer upon signed delivery confirmation.
A limited inspection period may not be sufficient for identifying defects, especially for complex equipment.
Buyer has 20 days from delivery to inspect.
Arbitration in a foreign jurisdiction may increase costs and complicate dispute resolution for the Buyer.
Unresolved disputes go to ICC arbitration in Singapore.
This could lead to delays in making necessary changes to the contract.
Amendments require written consent and signatures from both parties.
While this is beneficial, delays in repairs could impact the Buyer's operations.
Seller repairs/replaces within 15 days at no cost.
This may not be favorable for the Buyer if they are located far from New York, leading to potential legal complications.
Governing law: New York State.
The return process may be cumbersome and could lead to disputes over the condition of returned items.
Buyer returns undelivered items; Seller refunds related payments.
Recommended language to improve your position
Suggested Fix:
"Consider making the deposit refundable under more circumstances, such as failure to deliver on time."
Suggested Fix:
"Change to transfer risk only after the Buyer has inspected and accepted the equipment."
Suggested Fix:
"Extend the inspection period to 30 days to allow for thorough evaluation."
Suggested Fix:
"Consider allowing disputes to be resolved in the Buyer's jurisdiction or through local courts."
Suggested Fix:
"Include a provision for amendments to be made via email or other electronic means to expedite the process."
Suggested Fix:
"Specify penalties for delays in repairs or replacements beyond the 15-day period."
Suggested Fix:
"Consider allowing the governing law to be that of the Buyer's location."
Suggested Fix:
"Clarify the return process and condition requirements to avoid disputes."
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