Sale of Goods Agreement - Template, Sample Form Pro · IE-law

SALE OF GOODS AGREEMENT

BETWEEN

________

(the "Seller")

AND

________

(the "Buyer")

This Agreement for the Sale of Goods (this "Agreement") is made on ________.

(1). DEFINITIONS AND INTERPRETATION

1.1. "the Seller" refers to the legal entity supplying the goods offered for sale under this Agreement.

1.2. "the Buyer" refers to the legal entity purchasing the goods offered for sale under this Agreement.

1.3. "the Parties" refers collectively to the Seller and the Buyer and "Party" means either the Seller or the Buyer.

1.4. "the Goods" refers to the products offered for sale by the Seller as described in the Article entitled "DESCRIPTION OF THE GOODS".

1.5. "this Agreement" refers to this Agreement for the Sale of Goods.

1.6. "the Purchase Price" refers to the consideration the Buyer will furnish to the Seller in exchange for exclusive use of and title in the Goods.

1.7. "Collection Location" refers to the address at which the Buyer will collect the Goods from the Seller, being:

________

1.8. "the 1980 Act" refers to the Sale of Goods and Supply of Services Act 1980, and "the 1893 Act" refers to the Sale of Goods Act 1893, as amended.

1.9. Any words importing the singular shall import the plural, and words importing the plural shall import the singular. Where the Seller and/or Buyer denotes more than one person, the rights and obligations articulated herein are jointly and severally binding on them.

1.10. Any words importing one gender shall be construed as importing any other gender.

1.11. This Agreement will be binding on and inure to the benefit of the Seller's and the Buyer's respective successors, agents and, where permitted, their respective assignees.

1.12. Any reference to Irish or European Union legislation, including Directives, Regulations, statutes or statutory instruments, shall include any amendments, extensions or modifications in force at the time of the signing of this Agreement.

1.13. Clause headings are for convenience only and shall not affect the interpretation of this Agreement.

(2). THE PARTIES

2.1. The Seller, ________, is a legal entity bearing company/registration number ________ and having its registered office at:

________

2.2. The Seller will, at the time of sale, enjoy sufficient legal interest in the Goods so as to lawfully make them available for sale.

2.3. The Buyer, ________, is a legal entity bearing company/registration number ________ and having its registered office at:

________

2.4. The Buyer, pursuant to the representations made by the Seller, is desirous of ownership and possession of the Goods held by the Seller and is willing and able to render the Purchase Price in exchange.

2.5. Both Parties acknowledge that this Agreement is a legally binding and enforceable agreement, representing their common intentions for the terms of engagement.

(3). DURATION

3.1. This Agreement shall commence on ________ (the "Commencement Date").

3.2. The duration of this Agreement is inextricably linked to the successful performance of the single transaction for which it was entered into. It will remain in force until the duties of the Parties thereunder are successfully discharged, and will terminate automatically one (1) day after the last of the following conditions is satisfied:

- the Buyer has received the Goods;

- the Seller has received full payment of the Purchase Price;

- the Buyer has received the appropriate title documents or bills of sale.

(4). DESCRIPTION OF THE GOODS

I. Description of "the Goods":

4.1. The Seller is offering for sale, in exchange for the Purchase Price, the following goods:

________

4.2. The Seller will supply the Buyer with the following quantity of the Goods: ________ units.

II. The Purpose:

4.3. The Goods are being purchased to be used for the following purpose:

________

4.4. The Seller acknowledges the reliance placed by the Buyer upon the Seller's position, experience and expertise, and confirms that the Goods are reasonably fit for that specific purpose.

III. Quality Standards of "the Goods":

4.5. Save as expressly varied by this Agreement, the conditions and warranties implied by sections 13, 14 and 15 of the 1893 Act (as amended by the 1980 Act) as to description, merchantable quality and fitness for purpose shall apply to the Goods.

4.6. The Buyer has been notified of the following defect(s) in the Goods and agrees to purchase them notwithstanding such defect(s):

________

4.7. The Goods supplied must be reasonably fit for the purpose for which the Buyer expressed that those Goods are intended, irrespective of whether or not the Goods are typically supplied for that purpose, and must correspond with their description and be of merchantable quality.

IV. Defects and Right of Rejection:

4.8. The Goods are deemed to be defective whereupon they fail to comply with the quality requirements defined in the subsection entitled "Quality Standards of 'the Goods'".

4.9. The Goods are not deemed to be defective where their failure to comply with such quality requirements results from any of the following:

- the Buyer's attempt to modify the Goods in a manner not approved by the Seller;

- the Buyer's failure to observe the Seller's instructions in respect of the Goods' use, storage or maintenance;

- the general wear and tear associated with the ordinary use of the Goods.

4.10. If at the time of collection the Buyer inspects the Goods and determines that the Goods, in whole or in part, are defective, the Buyer is entitled to refuse acceptance of the Goods, in whole or in part, at the point of collection.

4.11. If at any time after collection a latent defect not discoverable upon reasonable inspection at the time of collection is identified, the Buyer retains the right to reject the Goods notwithstanding their prima facie acceptance.

4.12. The Goods will be deemed to be rejected by the Buyer whereupon a "Notice of Rejection" is served on the Seller. A valid Notice of Rejection must:

- be in writing;

- identify the total number of units of the Goods which are defective;

- identify all defects in the Goods, that is, the respects in which the Goods fail to conform to the applicable quality requirements;

- where the defects are discovered at the point of collection, be sent within five (5) business days of collection;

- where the defects are discovered after the point of collection, be sent to the Seller within ten (10) business days of the discovery of the defects.

4.13. Where the Goods are defective and Notice of Rejection is appropriately furnished, the Buyer is entitled to its choice among the following remedies, which the Seller is obliged to accept, without prejudice to the Buyer's statutory rights:

- repair of the Goods;

- refund for the Goods;

- replacement of the Goods.

4.14. The Seller must deliver the Buyer's choice of remedy within a reasonable timeframe.

(5). TIME IS OF THE ESSENCE

5.1. Time is of the essence in the performance of this Agreement. The dates and time periods for, inter alia, delivery, collection and payment must be observed; if either the Seller or the Buyer fails to meet these obligations, it will be in breach of this Agreement.

(6). PAYMENT AND PAYMENT SCHEDULE

I. Payment for "the Goods":

6.1. The Buyer will pay a total consideration of ________ (the "Purchase Price") in exchange for exclusive use of and title in the Goods supplied.

6.2. The Purchase Price is inclusive of all Value Added Tax and all other applicable taxes and charges.

6.3. The Parties acknowledge the sufficiency of the Purchase Price as consideration.

II. Schedule for Payment:

6.4. The Buyer will furnish the full and complete Purchase Price to the Seller upon receipt of the title deeds or bill of sale associated with the Goods (the "Payment Deadline").

6.5. Payment of the Purchase Price will be furnished by the Buyer via the following method: ________.

III. Interest on Overdue Payments:

6.6. Without prejudice to the Seller's rights under the European Communities (Late Payment in Commercial Transactions) Regulations 2012, the Buyer is liable to pay interest to the Seller for failure to pay the Purchase Price at the time designated under this Agreement.

- Interest will begin to accrue ________ days after the Payment Deadline, and will continue to accrue until the Purchase Price and associated interest is fully paid.

- The interest on the monies owed by the Buyer to the Seller is set at a yearly rate of ________% on the overdue amount.

(7). ORDER PROCEDURE

7.1. At any time within the duration of this Agreement the Parties may agree on multiple provisions of Goods hereunder, provided the relevant amendments are introduced into the text of the present document in accordance with the Article entitled "MODIFICATIONS TO AGREEMENT".

(8). COLLECTION

I. Definition:

8.1. The Goods will be deemed to be collected where, following appropriate inspection, the Buyer or its agent or representative takes direct possession of the Goods from the Collection Location, at which time the Buyer shall sign appropriate documentation to attest to the fact that the Goods have been collected.

II. Collection Time and Location:

8.2. The Buyer will collect the Goods at the following address:

________

8.3. The Goods will be collected by the Buyer on ________ (the "Collection Date").

III. The Buyer's Obligations in Respect of Collection:

8.4. The Buyer will collect the Goods on the Collection Date at a reasonable time or a time agreed between the Parties.

8.5. If the Buyer fails to collect the Goods within ________ days of the Collection Date, the Seller, having notified the Buyer, may re-appropriate those Goods to be sold to another party.

IV. The Buyer's Rights in Respect of Collection:

8.6. The Buyer is entitled to a reasonable opportunity to inspect the Goods at the time and place at which the Goods are collected to ensure that the Goods match the description applied to them and that the appropriate quantity has been furnished.

8.7. If the Goods fail to match the description or are of insufficient or excess quantity, the Buyer is entitled to refuse to accept the Goods.

(9). TRANSFER OF TITLE

9.1. The Seller must transfer the entire interest in the Goods and shall not withhold any claim, lien, interest or encumbrance thereto.

9.2. Title in the Goods will transfer whereupon the Goods are collected by the Buyer in the manner described in the Article entitled "COLLECTION".

(10). RISK

10.1. Risk in the Goods will transfer at the moment when the Goods are collected by the Buyer in the manner described in the Article entitled "COLLECTION".

10.2. The Buyer is liable for any loss, deterioration in quality or damage to the Goods after collection by the Buyer, except where collection has been delayed through the fault of the Seller and the loss, deterioration in quality or damage might not have occurred but for such fault.

(11). CONFIDENTIALITY

I. The Parties:

11.1. In the performance of this Agreement, both the Seller and the Buyer may exchange "Confidential Information".

11.2. The "Disclosing Party" denotes the Party which, as a result of the performance of this Agreement, makes Confidential Information available to the other Party.

11.3. The "Recipient Party" denotes the Party which, as a result of the performance of this Agreement, is privy to or receives Confidential Information from the other Party.

II. Definition of "Confidential Information":

11.4. "Confidential Information" refers, for the purposes of this Agreement, to any information of a sensitive, proprietary or commercial nature, or information which is otherwise important in the conduct of the business of the Disclosing Party.

11.5. Confidential Information specifically includes, but is not limited to, the following:

________

11.6. Confidential Information does not include:

- information that is part of the public domain otherwise than through a breach of this Agreement;

- information that is known to the Recipient Party prior to its disclosure by the Disclosing Party;

- information independently discovered by the Recipient Party before its disclosure by the Disclosing Party;

- information acquired by the Recipient Party through legitimate means independent of the Disclosing Party.

III. Obligations in Respect of Confidential Information:

11.7. The Recipient Party undertakes to refrain from disclosing, disseminating or publishing any Confidential Information to any third party and to maintain Confidential Information in the strictest confidence.

11.8. In particular, the Recipient Party shall undertake to:

- refrain from using any Confidential Information for reasons other than the express purpose for which it was disclosed, unless otherwise authorised by the Disclosing Party;

- maintain Confidential Information in a safe and secure location, whether physical or electronic, and take necessary measures to avoid its unlawful acquisition by third parties;

- return any Confidential Information in its possession at the request of the Disclosing Party, or upon the expiration or termination of the Parties' relationship.

11.9. Nothing in this Agreement or its performance grants the Recipient Party any proprietary interest (trade mark, copyright, patent or otherwise) or licence in the Confidential Information disclosed.

11.10. The Recipient Party accepts that all interests, rights and titles associated with the information disclosed remain the exclusive property of the Disclosing Party.

(12). DATA PROTECTION

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12.2. In particular, the Parties will ensure to:

- only use the data for the specific purposes for which it was given;

- refrain from collecting more data than is necessary for that purpose;

- ensure the accuracy of data retained;

- prevent unlawful or unauthorised processing of the data;

- allow the data subject access to data in accordance with law;

- only hold the data for as long as is necessary for the fulfilment of the purpose for which it was retained.

12.3. The Parties should refer to their respective data protection and privacy policies for more information on the processes by which they manage data retained from commercial partners, buyers, suppliers and customers.

(13). PERFORMANCE

13.1. The Parties will use all reasonable endeavours to bring about the intended efficacious performance of this Agreement.

(14). FORCE MAJEURE

14.1. Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement where such failure or delay results from an event of force majeure, being an event or circumstance beyond the reasonable control of the affected Party.

14.2. An event of force majeure includes, but is not limited to, acts of God, fire, flood, earthquake, storm or other natural disaster, war, threat of or preparation for war, armed conflict, terrorist attack, civil unrest, riot, epidemic, pandemic, government action or restriction, embargo, strike, lock-out or other industrial action.

14.3. The Party affected by an event of force majeure shall, as soon as reasonably practicable, notify the other Party in writing of the nature and extent of the event of force majeure and its anticipated effect on the performance of its obligations under this Agreement.

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(15). SEVERABILITY

15.1. If any provision of this Agreement is deemed unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall continue in full force and effect in line with the Parties' intentions.

(16). ASSIGNMENT

16.1. Assignment in whole or in part of the interests, rights and obligations under this Agreement requires the prior written consent of both Parties.

16.2. In the event either Party seeks to assign, wholly or in part, the rights, interests or obligations which inure to it under this Agreement, it must serve notice on the other Party articulating such intention and identifying a prospective assignee.

16.3. The Party not wishing to assign may accept or reject the proposed assignment at its sole discretion, allowing thirty (30) days from receipt of such notice to arrive at a decision.

16.4. Upon assignment, the interests, rights and obligations of the Parties as enumerated herein will be wholly binding upon, inure to the benefit of, and be enforceable by the designated assignees.

(17). MODIFICATIONS TO AGREEMENT

17.1. This Agreement may be modified only by the written agreement of both the Seller and the Buyer.

17.2. The Party desirous of a change should notify the other Party in writing indicating the proposed modification.

17.3. The other Party may accept or reject this modification at its sole discretion, subject to the requirement that both Parties endeavour to act reasonably with a view to the effective execution of this Agreement.

17.4. The Party not requesting the modification shall have thirty (30) days from receipt of notice of the proposed modification to accept or reject the proposal.

17.5. Should the proposed modification be accepted, a written statement shall be drawn up detailing the modification, when it shall take effect, and the rights and duties of the respective Parties thereunder. This statement shall be signed by the Seller and the Buyer and annexed to this Agreement.

17.6. Should the proposed modification be rejected, this Agreement shall subsist in its current form.

(18). REPRESENTATIONS AND WARRANTIES

18.1. The Seller represents and warrants that it enjoys good title to the Goods and that the Goods are free of any liens, encumbrances or third party claims.

18.2. The Seller represents and warrants that the Goods match their description and are of merchantable quality within the meaning of the 1893 Act (as amended by the 1980 Act).

(19). INDEMNITY AND INSURANCE

I. Indemnity:

19.1. The Seller shall indemnify the Buyer against all liability relating to claims made in respect of the intellectual property rights in the Goods by any third party.

19.2. The Seller shall indemnify the Buyer against any breaches by the Seller of the warranties and representations made under this Agreement.

19.3. The Seller shall indemnify the Buyer against all liability relating to claims made in respect of material defects in the Goods, only where:

- those defects were not pointed out to the Buyer before it agreed to purchase the Goods;

- those defects resulted from a failure on the part of the Seller to meet its obligations under this Agreement;

- those defects resulted from a failure on the part of the Seller to meet the quality standards specified under this Agreement or applicable laws or regulations;

- those defects did not result from any unauthorised modification to the Goods made by the Buyer.

II. Seller's Insurance:

19.4. For the duration of this Agreement the Seller will maintain valid insurance comprising:

- product liability insurance valued at an amount not less than ________ in order to indemnify claims for damages for injury to person or property as a result of the Goods;

- public liability insurance valued at an amount not less than ________ in order to indemnify claims for damages by members of the public for harm to person or property as a result of the Seller's general business activities.

(20). LIABILITY

I. Limitations on Liability:

20.1. The liability of the Seller shall be limited to ________.

20.2. The liability of the Buyer shall be limited to ________.

20.3. Neither Party shall be liable for any consequential or special losses.

II. Exclusions on Limitations on Liability:

20.4. The above limitations on liability shall not apply in respect of liability arising from:

- death or personal injury resulting from either Party's negligence;

- fraud or fraudulent misrepresentation;

- failure by the Seller to transfer good title to the Goods;

- a knowing or reckless breach of this Agreement;

- any liability which cannot lawfully be limited or excluded.

(21). WAIVER

21.1. The Parties may waive their entitlement to any right or remedy articulated in this Agreement by furnishing a written declaration that they are relinquishing that right, duly signed by a person so authorised.

21.2. A failure by one Party to exercise a right or remedy owed to it under this Agreement does not constitute an attempt or intention to relinquish that right or remedy.

(22). TERMINATION OF AGREEMENT

I. Permitted Grounds for Termination:

22.1. This Agreement may be terminated without penalty and without prejudice to additional rights or remedies owing to the Parties under law, in the following circumstances:

- by the Seller, where it provides a valid Notice of Termination to the Buyer ________ days prior to the proposed termination date;

- by the Buyer, where it provides a valid Notice of Termination to the Seller ________ days prior to the proposed termination date;

- by either Party, in the event of a breach of a fundamental term of this Agreement, where the non-breaching Party has furnished notice of the breach and the breaching Party fails to remedy the breach within ________ days;

- by the Seller, in the event of non-payment for the Goods by the Buyer for a period of ________ days after the Payment Deadline, and the Seller subsequently provided notice of non-payment and fourteen (14) days' written Notice of Termination;

- by the Seller, in the event the Buyer fails to collect the Goods within ten (10) days of the scheduled Collection Date;

- by either Party serving notice of termination of at least ten (10) business days in the event of an event of force majeure which has prevented the successful performance of the Agreement for a period of two (2) weeks;

- by either Party in the event that it becomes apparent that the other Party is unable to meet its financial obligations under this Agreement, as evidenced by, inter alia:

(a) entering into the process of compulsory or voluntary liquidation under the Companies Act 2014;

(b) entering into examinership under the Companies Act 2014;

(c) entering into receivership under the Companies Act 2014.

II. Rights and Obligations Post-Termination:

22.2. Where the Agreement is terminated in circumstances where the Seller has discharged in whole or in part its obligations to the Buyer and the Buyer has not discharged its corresponding obligations, the Buyer must provide commensurate consideration, as agreed between the Parties.

22.3. Where the Agreement is terminated in circumstances where the Buyer has paid the Seller for Goods it has not received, the Seller must return the monies paid or provide the Buyer with commensurate consideration, as agreed between the Parties.

22.4. Where the Buyer fails to deliver payment for the Goods by the Payment Deadline and/or is in payment arrears at the time of termination, the Seller is entitled to take an action against the Buyer for the monies owed and for damages for any shortfall on the resale of the Goods as a result of the Buyer's non-payment.

22.5. The following Articles will survive termination:

- "NOTICES";
- "CONFIDENTIALITY";
- "DATA PROTECTION";
- "GOVERNING LAW AND JURISDICTION";
- "LIABILITY";
- "INDEMNITY AND INSURANCE".

(23). DISPUTE RESOLUTION

23.1. Any dispute arising out of or relating to this Agreement, or its performance, should in the first instance be attempted to be resolved informally by the Parties themselves or their designated representatives.

23.2. An informal attempt at dispute resolution should conform to the following procedure:

- the aggrieved Party shall furnish to the other written notice expressing the source of its grievance(s), identifying a solution it considers fair and reasonable, and inviting the other to discuss or negotiate a solution;

- pursuant to that invitation, the Parties or their representatives shall discuss and/or negotiate in good faith a proposed solution, making their best endeavours to arrive at a mutually satisfactory resolution;

- the Parties shall adjust their conduct and/or make any necessary modifications or addenda to this Agreement so as to enact the agreed solution.

23.3. In the event informal attempts at dispute resolution fail, or thirty (30) days have elapsed since the delivery of an invitation to negotiate, the Parties shall refer their dispute, in good faith, to an alternative dispute resolution procedure.

23.4. The alternative dispute resolution procedure favoured by the Parties in the first instance is mediation, defined under the Mediation Act 2017 as "a confidential, facilitative and voluntary process in which parties to a dispute, with the assistance of a mediator, attempt to reach a mutually acceptable agreement to resolve the dispute."

23.5. The Parties shall enter and engage in mediation in good faith with a view to reaching and signing a resolution agreement enforceable at law.

23.6. In the final instance, the Parties shall refer the dispute to the courts of Ireland having jurisdiction, in accordance with the Article entitled "GOVERNING LAW AND JURISDICTION".

(24). NOTICES

24.1. Any notice relating to this Agreement must be furnished in writing and served on the other Party via:

- registered post to the following addresses:

Buyer's address:
________

Seller's address:
________

- hand delivery to the Parties named above or their authorised representatives;

- email to the following email addresses:

Buyer's email address: ________

Seller's email address: ________

24.2. A communication will be deemed to have been delivered and received:

- two (2) business days after it is sent by registered post;

- where it is delivered by hand and signed for by the recipient;

- where an email is sent during business hours, as soon as the email is sent;

- where an email is sent outside of business hours, at the earliest commencement of business hours after the email is sent.

(25). GOVERNING LAW AND JURISDICTION

25.1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the laws of Ireland.

25.2. The Parties irrevocably agree that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement, subject to the dispute resolution procedure set out in the Article entitled "DISPUTE RESOLUTION".

(26). ENTIRE AGREEMENT

26.1. The Parties acknowledge that the terms and conditions, rights and obligations outlined in this Agreement represent the entirety of the agreement between the Parties.

26.2. This Agreement supersedes and takes precedence over any existing or prior agreement, written or oral communication, discussions or understandings between the Parties.

26.3. There are no representations, warranties, conditions or terms affecting this Agreement other than those outlined herein.

(27). DECLARATION AND SIGNATURE

27.1. The Parties acknowledge that this Agreement is whole, legally binding and enforceable.

27.2. In signing this Agreement, the Parties undertake to be wholly bound by its terms.

________________________

Signature: ________

Name: ________

Job title: ________

Signing on behalf of: ________

Date: ________

Witnessed by:

Name: ________

Signature: ________

Address: ________

________________________

Signature: ________

Name: ________

Job title: ________

Signing on behalf of: ________

Date: ________

Witnessed by:

Name: ________

Signature: ________

Address: ________