Contract no. 30 for sale of goods

This Contract for Sale of Goods is made this __ day of _______, 20__ by and between _________, a [state of organization or residence] [corpor ation/ partnership/ sole proprietorship/ resident], with its principal place of business at [complete address], (“Seller”) and ___________, a [state of organization or residence] [corporation/ partnership/sole proprieto rship/resident], with its principal place of business at [complete address] (“Buyer”) for the purchase of the goods described below: ______

1. Term

This Contract shall begin on __________, 20__, and end upon the last delivery, which shall be shipped, with or without requisition for the balance of goods then unshipped, by___________, 20__, unless the parties agree otherwise. However, if as of such date, Buyer is in arrears on the account, Seller may then cancel this Contract and sue for its damages, including lost profits, offsetting the deposit there against, and further recover its cost of suit including attorney fees.

2. Delivery

Buyer will give Seller _____ days’ advance notice regarding the quantity requested for delivery. Upon receipt of the request for delivery, Seller will arrange for delivery through a carrier chosen by Seller, the costs of which shall be F.O.B.___________.

3. Risk Of Loss

The risk of loss from any casualty to the Goods, regardless of the cause, will be the responsibility of the Seller until the Goods have been received by the Buyer.

4. Acceptance

Buyer will have the right to inspect the goods upon receipt, and within __ business days after delivery, Buyer must give notice to Seller of any claim for damages on account of condition, quality, or grade of the goods, and Buyer must specify the basis of the claim in detail. Failure of Buyer to comply with these conditions will constitute irrevocable acceptance of the goods by Buyer. All notices between the parties must be in writing and delivered by

courier or by certified mail, return receipt requested.

5. Charges

Seller shall invoice Buyer upon and for each shipment. Buyer shall pay all charges on terms of ___________________. Any late payment shall bear a late charge of ___%. Overdue invoices shall also bear interest at the rate of ___% per ______. If Seller undertakes collection or enforcement efforts, Buyer shall be liable for all costs thereof, including attorney fees. If Buyer is in arrears on any invoice, Seller may, on notice to Buyer, apply the deposit thereto and withhold further delivery until the deposit and all arrearages are brought current.

6. Deposit

Upon signing this Contract, Buyer shall pay Seller a deposit of $_________ toward the total price as a precondition for Seller's performance, which deposit is to be credited to the last shipment.

7. Warranty

Seller warrants that the goods sold hereunder are new and free from substantive defects in workmanship and materials. Seller's liability under the foregoing warranty is limited to replacement of goods or repair of defects or refund of the purchase price at Seller's sole option. No other warranty, express or implied, is made by Seller, and none shall be imputed or presumed.

8. Taxes

All sales taxes, tariffs, and other governmental charges shall be paid by Buyer and are Buyer's Responsibility Except As Limited By Law.

9. Governing Law

This Contract shall be governed by the laws of the State of _______. Any disputes hereunder will be heard in the appropriate federal and state courts located in [name of county], [state].

10. Force Majeure

Seller may, without liability, delay performance or cancel this Contract on account of force majeure events or other circumstances beyond its control, including, but not limited to, strikes, acts of God, political unrest, embargo, failure of source of supply, or casualty.

11. Miscellaneous

This Contract contains the entire agreement between the parties and supersedes and replaces all such prior agreements with respect to matters expressly set forth herein. No modification shall be made to this Contract except in writing and signed by both parties. This Contract shall be binding upon the parties and their respective heirs, executors, administrators, successors, assigns and personal representatives.

Task 3

“The Cabala”

During the first week Blair helped me find and fit out an apartment. It consisted of five rooms in an old palace across the river and within stone’s-throw of the basilica of Santa Maria in Trastevere. The rooms were high and damp and bad eighteenth century. The ceiling of the salon was modestly coffered, and there were bits of crumbling stucco in the hall, still tinted with faint blues and pinks and guilt; every morning’s sweeping carried off a bit more of some cupid’s curls or chips of scroll and garland. In the kitchen there was a fresco of Jacob wrestling with the angel, but the stove concealed it. We passed two days in choosing chairs and tables, in loading them upon carts and personally conducting them to our mean street, in haggling over great lengths of grey- blue brocade before a dozen shops, always with a view toward variety in stains and unravellings and creases; in selecting from among the brisk imitations of ancient candelabra those which most successfully simulated age and pure line.

The acquisition of Ottima was Blair’s triumph. There was a trattoria at the corner, a lazy casual talkative wine-shop, run by three sisters. Blair studied them for a time, and finally proposed to the intelligent, middle-aged, humorous one that she come and be my cook “for a few weeks.” Italians have a horror of making long-term contracts, and it was this last clause that won Ottima. We offered to take on any man she recommended to help her with the heavier work, but she clouded at that and replied that she could very well do the heavier work too. The removal to my rooms must have arrived as a providential solution to some problem in Ottima’s life, for she attached herself passionately to her work, to me, and to her companions in the kitchen, Kurt the police dog and Messalina the cat. We each winked at the other’s failings and we created a home.

The day following our arrival, then, we called upon the latest dictator of Rome and found a rather boyish spinster with an interesting and ailing face, fretful bird-like motions, and exhibiting a perpetual alternation of kindness and irritability. It was nearly six when he walked into the drawing-room in the Palazzo Barberini and found four ladies and a gentleman seated a little stiffly about a table conversing in French. Madame Agoropoulos gave a cry of joy at seeing Blair, the absent-minded scholar to whom she was so attached; Miss Grier echoed it. A thin Mrs. Roy waited until something had been dropped into the conversation about our family connections before she could relax and smile. The Spanish Ambassador and his wife wondered how on earth American could get on without a system of titles whereby one could unerringly recognize one’s own people, and the Marquesa shuddered slightly at the intrusion of two coarse young redskins and began composing mentally the faulty French sentence with which she would presently excuse herself. For a time the conversation blew fitfully about, touched with the formal charm of all conversation conducted in a language that is native to no one in the group.

Suddenly my attention was caught by a tension in the room. I sensed the tentatives of an intrigue without being able to gather the remotest notion of the objectives. Miss Grier was pretending to babble, but was in reality quite earnest, and Mrs. Roy was taking notes, mentally. The episode resolved itself into a typical, though not very complicated, example of the Roman social bargain, with its characteristic set of ramifications into religious, political and domestic life. In the light of information received much later, I call your attention to what Mrs. Roy wanted Miss Grier to do for her; and what Miss Grier asked in return for her services.

Mrs. Roy had narrow eyes and a mouth that had just tasted quinine; while she spoke her earpendants rattled against her lean clavicles. She was a Roman Catholic, and in her political activity a Black of the Blacks. During her residence in Rome she had occupied herself with the task of bringing the needs of certain American charitable organizations to the attention of the Supreme Pontiff. Slander attributed a diversity of motives to her good works, the least damaging of which was the hope of being named a Countess of the Papal States. The fact is that Mrs. Roy was pressing audiences in the Vatican with the hope of inducing his Holiness to commit a miracle, namely, to grant her a divorce under the Pauline Privilege. This consummation, not without precedent, depended upon a number of conditions. Before taking any such step the Vatican would ascertain very carefully how great the surprise would be in Roman Catholic circles, American cardinals would be asked in confidence for a report on the matron’s character, and the faithful in Rome and Baltimore, without their being aware of it, would be consulted. This done it would be well to gauge the degree of cynicism or approval the measure would arouse in Protestants. Mrs. Roy’s reputation happened to be above reproach, and her right to a divorce indisputable (her husband had offended under every category: he had been unfaithful, he had lapsed from a still greater faith; and he had become an animæ periculum, that is, he had tried to draw her into an irreverent argument over the liquefaction of the blood of St. Januarius), but the Protestant imprimatur was needed. Whose opinion would be more valuable for this purpose than that of the austere directress of the American Colony? Miss Grier would be approached – and both women knew it – through channels exquisite in their delicacy and resonance, and if an uncertain note were sounded from the Palazzo Barberini, the familiar verdict Inexpedient would be returned to the petitioner, and the question never reopened.

Mrs. Roy having so much to ask from Miss Grier, wanted to know if there were any service she could render in return.

There was.

NOTES:

Trastevere – Трастевере, район в Риме

coffered – зд. отделаны кессонами, т.е. углублениями в форме квадратов или многоугольников на потолке или на внутренней поверхности арки или свода.

Jacob (библ.) - Иаков, патриарх, отец двенадцати основателей родов древних израильтян.

a trattoria (ит.) – траттория, небольшой ресторанчик.

Marquesa (исп.) - маркиза

the Papal States – с 1870 г. доминион, подчинявшийся папской епархии.

animæ periculum (лат.) – опасность души.

St. Januarius – Св. Януарий, древнехристианский мученик.

imprimatur – разрешение цензуры печатать, одобрение.

“Nobody Knows”

Looking cautiously about, George Willard arose from his desk in the office of the Winesburg Eagle and went hurriedly out at the back door. The night was warm and cloudy and although it was not yet eight o’clock, the alleyway back of the Eagle office was pitch dark. A team of horses tied to a post somewhere in the darkness stamped on the hard-baked ground. A cat sprang from under George Willard’s feet and ran away into the night. The young man was nervous. All day he had gone about his work like one dazed by a blow. In the alleyway he trembled as though with fright.

In the darkness George Willard walked along the alleyway, going carefully and cautiously. The back doors of the Winesburg stores were open and he could see men sitting about under the store lamps. […]

George Willard crouched and then jumped through the path of light that came out at the door. He began to run forward in the darkness. […]

George Willard had set forth upon an adventure. All day he had been trying to make up his mind to go through with the adventure and now he was acting. In the office of the Winesburg Eagle he had been sitting since six o’clock trying to think.

There had been no decision. He had just jumped to his feet, hurried past Will Henderson who was reading proof in the printshop and started to run along the alleyway.

Through street after street went George Willard, avoiding the people who passed. He crossed and recrossed the road. When he passed a street lamp he pulled his hat down over his face. He did not dare think. In his mind there was a fear but it was a new kind of fear. He was afraid the adventure on which he had set out would be spoiled, that he would lose courage and turn back.

George Willard found Louise Trunnion in the kitchen of her father’s house. She was washing dishes by the light of a kerosene lamp. There she stood behind the screen door in the little shedlike kitchen at the back of the house. George Willard stopped by a picket fence and tried to control the shaking of his body. Only a narrow potato patch separated him from the adventure. Five minutes passed before he felt sure enough of himself to call her. “Louise! Oh, Louise!” he called. The cry stuck in his throat. His voice became a hoarse whisper.

Louise Trunnion came out across the potato patch holding the dish cloth in her hand. “How do you know I want to go out with you,” she said sulkily. “What makes you so sure?”

George Willard did not answer. In silence the two stood in the darkness with the fence between them. “You go on along,” she said. “Pa’s in there. I’ll come along. You wait by Williams’ barn. The young newspaper reporter had received a letter from Louise Trunnion. It had come that morning […]. The letter was brief. “I’m yours if you want me.” It said. He thought it annoying that in the darkness by the fence she had pretended there was nothing between them. “She has a nerve! […]” he muttered as he went along the street and passed a row of vacant lots where corn grew. […]

When Louise Trunnion came out of the front door of her house she still wore the gingham dress in which she had been washing dishes. There was no hat on her head. […]

In the shadows by Williams’ barn George and Louise stood, not daring to talk. She was not particularly comely and there was a black smudge on the side of her nose. George thought she must have rubbed her nose with her finger after she had been handling some of the kitchen pots.

The young man began to laugh nervously. “It’s warm,” he said. He wanted to touch her with his hand. “I’m not very bold,” he thought. Just to touch the folds of the soiled gingham dress would, he decided, be an exquisite pleasure. She began to quibble. “You think you’re better than I am. Don’t tell me, I guess I know,” she said drawing closer to him.

A flood of words burst from George Willard. He remembered the look that had lurked in the girl’s eyes when they had met on the streets and thought of the note she had written. Doubt left him. The whispered tales concerning her that had gone about town gave him confidence. He became wholly the male, bold and aggressive. In his heart there was no sympathy for her. “Ah, come on, it’ll be all right. There won’t be anyone know anything. How can they know?” he urged.

They began to walk along a narrow brick sidewalk between the cracks of which tall weeds grew. Some of the bricks were missing and the sidewalk was rough and irregular. He took hold of her hand that was also rough and thought it delightfully small. “I can’t go far,” she said and her voice was quiet, unperturbed.

They crossed a bridge that ran over a tiny stream and passed another vacant lot in which corn grew. The street ended. In the path at the side of the road they were compelled to walk one behind the other. Will Overton’s berry field lay beside the road and there was a pile of boards. “Will is going to build a shed to store berry crates here,” said George and they sat down upon the boards.

* * *

When George Willard got back into Main Street it was past ten o’clock and had begun to rain. Three times he walked up and down the length of Main Street. Sylvester West’s Drug Store was still open and he went in and bought a cigar. When Shorty Crandall the clerk came out at the door with him he was pleased. For five minutes the two stood in the shelter of the store awning and talked. George Willard felt satisfied. He had wanted more than anything else to talk to some man. Around a corner toward the New Willard House he went whistling softly.

On the sidewalk at the side of Winney’s Dry Goods Store where there was a high board fence covered with circus pictures, he stopped whistling and stood perfectly still in the darkness, attentive, listening as though for a voice calling his name. Then again he laughed nervously. “She hasn’t got anything on me. Nobody knows,” he muttered doggedly and went on his way.

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Task 1