Sale of Goods Agreement - Template, Sample Form Online Pro · EN-CA-law

SALE OF GOODS AGREEMENT

This SALE OF GOODS AGREEMENT (the "Agreement") is made and entered into effective as of ________.

BETWEEN:

________
a corporation incorporated under the laws of ________, having its registered office at ________, and bearing business number ________

(hereinafter the "Seller")

OF THE FIRST PART

- AND -

________, of ________

(hereinafter the "Buyer")

OF THE SECOND PART

(the Seller and the Buyer hereinafter collectively referred to as the "Parties" and each individually as a "Party")

WHEREAS the Seller is rightfully possessed of the Goods hereinafter described, and has agreed to sell, assign, and transfer the same to the Buyer;

AND WHEREAS the Buyer wishes to obtain and purchase such Goods from the Seller upon the terms and conditions set out herein;

NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties hereto agree as follows:

ARTICLE 1
DEFINITIONS AND INTERPRETATION

1.1. In this Agreement, "Goods" means the goods described in Article 2; "Sale of Goods Legislation" means the Sale of Goods Act in force in the Province specified in §13.1, as amended from time to time, together with any successor legislation; and "PPSA" means the personal property security legislation in force in the said Province.

1.2. The recitals set out above form an integral part of this Agreement. Words importing the singular include the plural and vice versa, and words importing gender include all genders.

ARTICLE 2
GOODS

2.1. The Parties acknowledge that the Goods being sold under this Agreement are the following:

________

2.2. The Goods subject to this Agreement constitute a sale of existing Goods by sample. The Buyer inspected the sample on ________ and confirmed satisfaction therewith. The bulk of the Goods shall correspond with the sample in quality.

ARTICLE 3
ACCEPTANCE

3.1. The Buyer, having inspected the Goods sold by sample, is deemed to have agreed to purchase the same. Notwithstanding such inspection of the sample, if the Goods delivered deviate from the inspected sample, the Buyer shall be entitled to refuse acceptance of the same in accordance with the Sale of Goods Legislation.

ARTICLE 4
TRANSFER OF PROPERTY

4.1. The Parties intend that title to the Goods shall pass from the Seller to the Buyer, subject to the provisions hereinafter set out. Transfer of title shall be completed upon satisfaction of the following conditions:

________

4.2. Subject to the foregoing conditions, the Parties intend that title and risk to the Goods shall simultaneously pass when the Seller delivers the Goods to the Buyer in accordance with Article 8.

4.3. The Seller shall have the right to register and perfect a purchase-money security interest against the Goods pursuant to the PPSA, and the Buyer shall execute and deliver such further documents and provide such information as the Seller may reasonably require to give effect to such registration.

ARTICLE 5
RISK OF LOSS

5.1. The transfer of risk shall be simultaneous with the transfer of property pursuant to Article 4.

5.2. Where, at the relevant time of loss or damage, the risk is borne by the Buyer, the Buyer shall remain liable for the price, except that where delivery has been delayed through the default of one Party, the defaulting Party shall bear the risk arising from such delay.

5.3. Where, at the relevant time of loss or damage, the risk is borne by the Seller, the Buyer shall be discharged from its obligations herein in respect of the Goods so lost or damaged.

5.4. Where, through no fault of either Party, the Goods perish before the risk has been assumed by the Buyer, this Agreement is thereby avoided.

ARTICLE 6
SALES PRICE

6.1. The Parties agree to a purchase price of $________ (________) for the Goods, exclusive of applicable taxes.

6.2. The amount of insurance on the sale that the Seller will cover is: $________ (________).

6.3. The amount of delivery, postage and handling that the Seller will cover is: $________ (________).

6.4. All applicable goods and services tax (GST), harmonized sales tax (HST), and any other federal or provincial sales taxes shall be payable by the Buyer in addition to the purchase price.

6.5. The Buyer may issue a change directive or change request, which may alter the purchase price. Following notice of any price alteration from the Seller, the Buyer shall notify the Seller whether it wishes to proceed. If the Parties cannot agree on a price alteration, the matter shall be submitted to binding arbitration in accordance with §13.2.

6.6. The Parties acknowledge the sufficiency of the purchase price as valid consideration. Each Party shall be solely responsible for its own income tax filings.

ARTICLE 7
PAYMENT

7.1. The Buyer shall pay the purchase price by installments on the following dates:

________

7.2. The purchase price shall be payable by ________, using the following information: ________.

7.3. The Buyer shall make a deposit or down payment on the Goods, which is ________. The amount of the deposit shall be ten percent (10%) of the total price payable and shall be due on ________.

7.4. The Buyer shall incur interest on any late payment at a rate of fifteen percent (15%) per annum, calculated and compounded monthly. The Seller confirms that the annual interest rate equivalent for the purposes of section 4 of the Interest Act (R.S.C., 1985, c. I-15) is fifteen percent (15%) per annum.

7.5. In the event of the Buyer's insolvency, bankruptcy, or other inability to make payment, the Seller may, by written notice, declare all outstanding amounts immediately due and payable.

ARTICLE 8
DELIVERY

8.1. Delivery of the Goods shall be deemed complete when the Buyer takes receipt of the Goods at the place of delivery. The Seller shall be responsible for all dues payable, including, without limitation, import and export fees, insurance, and carriage, to the place of delivery.

8.2. The place at which delivery of the Goods shall take place is:

________

8.3. Delivery shall be effected on or before ________. Subject to force majeure, if the Seller delivers the Goods late, a late delivery penalty shall apply against the purchase price in the amount of one percent (1%) per day of the total invoice value of the Goods, to a maximum of ________.

ARTICLE 9
PURPOSE

9.1. The purpose or use of the Goods communicated by the Buyer to the Seller prior to the execution of this Agreement is:

________

9.2. Notwithstanding that the Buyer has specified the purpose for the Goods, the Buyer acknowledges that it is not relying on the Seller's skill and judgment but solely on its own expertise in purchasing the Goods, subject to latent defects and the warranties expressly granted herein.

ARTICLE 10
INSPECTION

10.1. The Buyer shall be entitled to inspect the Goods within a reasonable time after delivery to ascertain whether they conform to the terms of this Agreement. The Buyer shall be deemed to have accepted the Goods unless the Buyer notifies the Seller, within a reasonable time after delivery, of any non-conformity, defect, or deficiency in the Goods.

10.2. In the event that the Goods do not conform to the terms of this Agreement, the Buyer shall be entitled to reject the same and require the Seller to repair, replace, or refund the price of the non-conforming Goods, without prejudice to any other rights or remedies available to the Buyer at law or in equity.

ARTICLE 11
INTELLECTUAL PROPERTY

Lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et dolore magna aliqua ut enim ad minim veniam quis nostrud exercitation ullamco laboris nisi ut aliquip ex ea commodo consequat duis aute irure dolor in reprehenderit voluptate velit esse cillum dolore eu fugiat nulla pariatur lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et.

ARTICLE 12
NOTICES

12.1. Any notice, demand, or request given under this Agreement shall be in writing and given by personal delivery, registered mail, electronic mail, or prepaid courier, to the respective addresses set out below:

To the SELLER:

________

________

________

________

To the BUYER:

________

________

________

________

12.2. Any notice sent as set forth above shall be deemed received three (3) business days after the day of mailing, or, in the case of email or personal delivery, on the next business day. Proof of proper sending shall be sufficient to establish receipt.

ARTICLE 13
TERMS AND CONDITIONS

Lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et dolore magna aliqua ut enim ad minim veniam quis nostrud exercitation ullamco laboris nisi ut aliquip ex ea commodo consequat duis aute irure dolor in reprehenderit voluptate velit esse cillum dolore eu fugiat nulla pariatur lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et.

13.2. The Seller warrants that it has legal title to and ownership of the Goods, that it is rightfully and absolutely possessed of the Goods, and that it may lawfully sell and transfer the same to the Buyer, consistent with the Buyer's right to quiet and peaceful possession, free and clear of all liens, charges, and encumbrances. The Seller shall indemnify and hold the Buyer harmless with respect thereto.

13.3. The Seller warrants that the Goods shall be free from defects in quality, material, and workmanship for a period of ________ from the date of delivery.

13.4. Where applicable, in the event that the Buyer becomes bankrupt or is placed in receivership, the Seller may, pursuant to section 81.1 of the Bankruptcy and Insolvency Act (R.S.C., 1985, c. B-3), as amended, exercise its right to repossess the Goods where there is an unpaid balance thereon, subject to the requirements of that Act.

ARTICLE 14
GENERAL PROVISIONS

14.1. APPLICABLE LAW. This Agreement shall be governed by and construed in accordance with the laws of the Province of ________ and the federal laws of Canada applicable therein. Subject to §14.2, the Parties irrevocably attorn to the exclusive jurisdiction of the courts of the said Province.

14.2. ARBITRATION. In the event of any dispute arising out of or relating to this Agreement, including any question regarding its existence, interpretation, validity, or breach, the Parties shall first attempt to resolve the dispute personally and in good faith. Failing personal resolution, the dispute shall be submitted to binding arbitration before a single arbitrator, conducted in ________ in the English language, in accordance with the arbitration legislation in force in the Province specified in §14.1. The arbitrator shall have no authority to add parties, award punitive damages, or certify a class. If the Parties are unable to agree on an arbitrator within twenty-one (21) days of the commencement of the proceeding, the arbitrator shall be appointed by ________. The costs of the arbitration shall be shared equally between the Parties, subject to any award of the arbitrator as to costs.

14.3. LANGUAGE. All communications and notices under this Agreement shall be in the English language. The Parties have expressly requested that this Agreement and all related documents be drawn up in English.

14.4. TIME OF THE ESSENCE. Time shall be of the essence of this Agreement.

14.5. ASSIGNMENT. This Agreement, and any rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred in whole or in part without the prior written consent of the other Party.

14.6. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Parties and supersedes all prior representations, conditions, warranties, covenants, negotiations, and understandings, whether written or oral.

14.7. NO WAIVER. No term of this Agreement shall be deemed waived except by a further written agreement signed by the Parties. No waiver of any term shall constitute a waiver of any other term or of the same term at a later date. The failure of either Party to enforce any term shall not constitute a waiver thereof.

14.8. SEVERABILITY. If any provision of this Agreement is found to be unenforceable, the Agreement shall be deemed amended to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

14.9. HEADINGS. The headings in this Agreement are for convenience only and shall not affect the construction or interpretation of its terms.

14.10. FORCE MAJEURE. The Seller shall not be liable for any failure or delay in delivering the Goods due to causes beyond its reasonable control, including, without limitation, labour disruptions, supply-chain failures, mechanical breakdowns, acts of God, acts of civil or military authorities, riots, embargoes, and other unforeseen circumstances.

14.11. COUNTERPARTS. This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

ARTICLE 15
EXECUTION

IN WITNESS WHEREOF the Parties have duly executed this Agreement as of the date first written above.

SELLER: ________

___________________________
Per: ________
Title: ________
Date: ________

I have authority to bind the corporation.

BUYER:

___________________________
________
Date: ________

___________________________
Witness name: ________

___________________________
Witness signature