PROGEN COMPANY

PURCHASE AGREEMENT

 

THIS AGREEMENT is made on the last date below, between PROGEN COMPANY, a sole proprietorship ("PROGEN") and the buyer (owners) identified on the signature line hereof ("Buyer"), with addresses as appear below, as follows:

IN CONSIDERATION of the mutual promises herein, PROGEN AND BUYER UNDERSTAND AND AGREE AS FOLLOWS: Progen shall transfer and deliver a Coggins Camera to Buyer (owners, Dr. Stajos, and Dr. Smith) and Buyer shall pay $_________ US and accept the Coggins Camera consisting of one biofeedback aura imaging camera, two hand sensor probes, power supply, one 500 functional warranty module, an extra 1,000 functional warranty module, carrying case, computer and software including the expanded print out, Interactive, and WinAura. The computer printer, camera tripod and film are specifically not a part of the camera and may be provided by the Buyer. Polaroid color film 669, 100 or 108 is recommended.

Progen shall ship the prepaid Coggins Camera to Buyer within 30 days of the date of this Agreement or refund may be requested. Liability for and risk of loss in transit shall pass to Progen. After buyer signs delivery document upon reception of goods from a common carrier in California liability and risk of loss will pass to buyer. .

Additional functional warranty modules containing 200, 500, or 1000, photos shall be purchased from Progen for $2.00 U.S. per photo and you agree to purchase from Progen Company only, prepaid. Repairs and upgrades to the Coggins Camera are included as long as the owner uses the Coggins Aura Camera. Buyer (Owners) shall pay shipping costs to Progen; Progen shall pay shipping costs to Buyer. NOTE: The Coggins Camera is fragile and must be packed securely when transporting. Double box the camera, please.

The Coggins Camera and Progen products are confidential and proprietary to Guy Coggins, which Buyer hereby acknowledges. Buyer agrees to not use, disclose or duplicate any confidential information, manufacturing techniques or related biofeedback aura imaging system technology or products, trade secrets, know-how, computer programs, designs, discoveries, improvements or technologies of any kind used in Progen's products sold to Buyer hereunder. The rights and obligations of the parties under this paragraph shall survive any termination of this Agreement for a period of five (5) years. Buyer agrees to hold Progen harmless from any liability or damage caused by improper disclosure by Buyer.

Progen warrants that its Coggins Camera will perform substantially in accordance with Progen's published documentation. This warranty shall apply only to the original purchaser or owner. Progen and its suppliers provide products, and Buyer purchases products, hereunder on an "AS IS" basis and do not warrant the performance or results obtained by using the hardware, software and documentation.

THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE DESCRIPTION OF THE GOODS PROVIDED ON THE FACE OF THIS CONTRACT. PROGEN DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY AS TO NONINFRINGEMENT OF THIRD PARTY RIGHTS, THAT THE GOODS ARE MERCHANTABLE OR THAT THE GOODS ARE FIT FOR A PARTICULAR PURPOSE. Buyer is liable for all claims made against Progen concerning statements of the capabilities of the Coggins Camera made by Buyer, except for statements made and published by Progen in media advertising.

PROGEN AND BUYER AGREE THAT THE SOLE AND EXCLUSIVE REMEDY FOR NONCONFORMING GOODS SHALL BE REPLACEMENT OF DEFECTIVE GOODS, OR, AT PROGEN'S OPTION, REFUND OF THE PURCHASE PRICE TO BUYER. PROGEN SHALL NOT BE LIABLE FOR CONTINGENT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES TO PERSONS OR PROPERTY. The parties acknowledge that the price of Progen's products would be much greater than if Progen undertook more extensive liability.

This agreement constitutes the final, complete and exclusive statement of the terms of the agreement between the parties and supersedes all prior and contemporaneous agreements of the parties. This Contract may be modified only by the mutual written agreement of the parties. Buyer may not assign any of its rights or delegate any of its duties under this Contract. In the event that Buyer sells camera, new buyer must sign and abide by all terms of this contract. If any dispute arises in the performance of this contract, attorneys fees and costs shall be awarded to the prevailing party. If any part hereof is held unenforceable by any court of final jurisdiction, all other provisions shall remain full, valid, enforceable and binding.

 

WITNESS our acceptance and understanding of this Agreement.