Sale of Goods Agreement - Template, Sample Form Online Pro · IN-law
✓ Valid in India · drafted to comply with local law
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AGREEMENT FOR SALE OF GOODS
(Executed under the provisions of the Sale of Goods Act, 1930 and the Indian Contract Act, 1872)
This Agreement for Sale of Goods (the "Agreement") is made and entered into on ________ at ________, ________.
BY AND BETWEEN
________, PAN No.: ________, Aadhaar No. (last four digits): ________, GSTIN (if registered): ________, son/daughter/wife of ________, residing/having its registered office at ________, ________, ________ - ________, India (hereinafter referred to as the "Seller", which expression shall, unless repugnant to the meaning or context thereof, mean and include its/his/her legal heirs, executors, administrators, successors-in-interest and permitted assigns) of the FIRST PART;
AND
________, PAN No.: ________, Aadhaar No. (last four digits): ________, GSTIN (if registered): ________, son/daughter/wife of ________, residing/having its registered office at ________, ________, ________ - ________, India (hereinafter referred to as the "Buyer", which expression shall, unless repugnant to the meaning or context thereof, mean and include its/his/her legal heirs, executors, administrators, successors-in-interest and permitted assigns) of the SECOND PART.
The Seller and the Buyer are hereinafter individually referred to as a "Party" and collectively as the "Parties".
WHEREAS:
A. The Seller is the absolute, legal and beneficial owner of, and is lawfully possessed of, the Goods more particularly described in §3 of this Agreement, free from all encumbrances, charges, liens and claims of any nature whatsoever;
B. The Seller is desirous of selling the Goods, and the Buyer is desirous of purchasing the Goods, upon the terms and conditions hereinafter appearing;
C. The Parties are entering into this Agreement to record the terms and conditions agreed between them with respect to the sale and purchase of the Goods.
NOW, THEREFORE, in consideration of the mutual covenants, promises and undertakings set out herein and other good and valuable consideration, the receipt and sufficiency whereof is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:
§1. DEFINITIONS
(a) "Agreement" means this Agreement for Sale of Goods together with all schedules, annexures and amendments made hereto from time to time in writing.
(b) "Agreement Date" means the date of execution marked at the commencement of this Agreement, being ________.
(c) "Applicable Law" shall include all applicable (i) statutes, enactments, acts of the legislature or parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines or policies of any jurisdiction; and (ii) judicial, quasi-judicial and/or administrative decisions, interpretations, directions, directives, licences, permits, judgments, writs, injunctions, arbitral awards, decrees, orders, and terms and conditions of governmental or regulatory approvals.
(d) "Business Day" means a day, other than a Saturday, Sunday or public/bank holiday, on which scheduled banks are open for general business in the State where the office of either Party is located.
(e) "Goods" means the movable property described in §3 of this Agreement, being the subject matter of sale hereunder, within the meaning of Section 2(7) of the Sale of Goods Act, 1930.
(f) "Governmental Authority" means any government, statutory authority, government department, agency, commission, board, tribunal, court or other entity having jurisdiction on behalf of the Union of India or any State or subdivision thereof.
(g) "GST" means goods and services tax levied under the Central Goods and Services Tax Act, 2017, the relevant State Goods and Services Tax Act / Union Territory Goods and Services Tax Act, 2017 and/or the Integrated Goods and Services Tax Act, 2017, as applicable.
(h) "Purchase Price" has the meaning ascribed to it in §4 of this Agreement.
§2. INTERPRETATION
(a) The headings in this Agreement are inserted for convenience only and shall be ignored in construing this Agreement.
(b) Unless the context otherwise requires, in this Agreement:
(i) words importing the singular include the plural and vice versa;
(ii) words denoting any gender include all genders;
(iii) the words "written" and "in writing" include any means of visible reproduction;
(iv) the terms "hereof", "herein", "hereto" and similar words refer to this entire Agreement and not to any particular Clause or subdivision hereof;
(v) the words "include" or "including" shall be deemed to be followed by "without limitation";
(vi) references to any "person" include any natural person, corporation, judicial entity, association, statutory body, partnership, limited liability partnership, company, joint venture, trust, estate, unincorporated organisation or government or any political subdivision, agency or authority thereof; and
(vii) references to a "Clause" or "§" are to a clause of this Agreement, as may be amended, modified or supplemented from time to time.
§3. DESCRIPTION OF THE GOODS
The Goods that are the subject matter of this Agreement, together with their quantity, make, model, specifications, identification/serial numbers (if any) and condition, are described as follows:
________
§4. PURCHASE PRICE AND PAYMENT
(a) The total purchase price payable by the Buyer to the Seller for the Goods, inclusive of GST and all other applicable taxes, duties and costs, is Rs. ________/- (Rupees ________) (the "Purchase Price"), which shall be paid in the manner set out below.
(b) An advance amount of Rs. ________/- (Rupees ________) shall be paid by the Buyer to the Seller on or before the execution of this Agreement.
(c) The advance payment shall be made through the following mode: ________.
(d) The advance amount may be refunded at the Seller's sole discretion in the event of:
________
(e) The balance amount payable upon delivery of the Goods to the Buyer is Rs. ________/- (Rupees ________), to be paid through the following mode: ________.
(f) Each payment by cash exceeding the threshold prescribed under Section 269ST of the Income-tax Act, 1961 is prohibited, and the Parties shall ensure compliance with all Applicable Laws relating to mode of payment.
§5. TAXES AND STAMP DUTY
(a) Unless otherwise agreed in writing, the Buyer shall be responsible for payment of the stamp duty, if any, payable on this Agreement under the Indian Stamp Act, 1899 (or the relevant State Stamp Act) and any registration fees, if applicable.
(b) Each Party shall bear its own income tax and other direct taxes as applicable. The Seller shall raise a valid tax invoice in compliance with the GST law where so required.
§6. INSPECTION AND ACCEPTANCE OF THE GOODS
The Buyer confirms that it has inspected the Goods and, subject to §10, accepts the Goods in their present condition on an "as-is-where-is" basis as on the date of such inspection or, if no inspection is conducted, as on the Agreement Date.
§7. DELIVERY
(a) The Seller shall deliver the Goods to the Buyer on or before ________ (the "Delivery Date").
(b) The Goods shall be delivered at the following place of delivery: ________.
(c) In addition to the Purchase Price, the Buyer shall pay delivery charges of Rs. ________/- (Rupees ________), payable through the following mode: ________.
(d) The delivery charges shall be paid together with the advance amount.
(e) The Seller shall be liable to pay the following penalty/liquidated sum for any delay in delivery of the Goods: ________.
(f) The Seller shall ensure that the Goods are delivered in the same condition as last inspected by the Buyer (or, if no inspection was conducted, as on the Agreement Date).
(g) The Buyer shall take possession of the Goods at the place of delivery on the Delivery Date. If the Buyer fails to take delivery within a reasonable time after the Seller tenders delivery, the Buyer shall be liable to the Seller for any loss occasioned by such neglect or refusal and for a reasonable charge for the care and custody of the Goods, in accordance with Section 44 of the Sale of Goods Act, 1930.
§8. TIME OF THE ESSENCE
Time shall be of the essence with respect to delivery of the Goods, and any default in this regard shall constitute a breach of this Agreement.
§9. PASSING OF PROPERTY AND RISK
In accordance with Sections 18 to 26 of the Sale of Goods Act, 1930, the property in and the risk of loss of or damage to the Goods shall pass from the Seller to the Buyer upon delivery of the Goods to, and taking of possession by, the Buyer at the place of delivery, against payment of the balance Purchase Price, save as otherwise provided in §7(g).
§10. REPRESENTATIONS AND WARRANTIES OF THE SELLER
(a) The Seller warrants that all particulars furnished by it are true, accurate and complete.
(b) The Seller is the absolute legal and beneficial owner of the Goods and has good and marketable title thereto, and there exists no legal impediment to the sale of the Goods under Applicable Law (Section 14, Sale of Goods Act, 1930).
(c) The Seller is duly competent and authorised to execute and perform this Agreement.
(d) The Goods are free from all encumbrances, charges, liens and third-party claims, and the Seller shall, at the time of delivery, hand over all documents required for the lawful transfer of title to the Goods.
(e) The Seller has disclosed to the Buyer all defects in the Goods of which it is reasonably aware, and there are no deliberately concealed defects.
(f) Save as expressly set out in this Agreement, the Seller gives no warranty in respect of the Goods.
§11. REPRESENTATIONS AND WARRANTIES OF THE BUYER
(a) The Buyer shall pay the Purchase Price to the Seller in accordance with §4.
(b) The Buyer has the financial and legal capacity to complete this transaction.
(c) The Buyer warrants that all particulars furnished by it are true, accurate and complete.
§12. LIMITATION OF LIABILITY
§13. TERMINATION
§14. ASSIGNMENT
Neither Party shall assign, transfer or otherwise deal with all or any of its rights or obligations under this Agreement, whether in whole or in part, without the prior written consent of the other Party. Any assignment in contravention of this Clause shall be void. Subject to the foregoing, this Agreement shall be binding upon and enure to the benefit of the Parties and their respective successors and permitted assigns.
§15. NO WAIVER
The failure of any Party to enforce any provision of this Agreement shall not be construed as a waiver of such provision, nor affect the validity of this Agreement or the right of either Party to enforce each and every provision in accordance with its terms.
§16. SEVERABILITY
If any provision of this Agreement is held to be invalid, illegal or unenforceable by any court or authority of competent jurisdiction, such provision shall be deemed modified to the minimum extent necessary to render it valid and enforceable, and the remaining provisions shall continue in full force and effect. The Parties agree to execute all documents necessary to give effect to the intent of this Agreement.
§17. NOTICES
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given if (a) delivered by hand against acknowledgement; (b) sent by registered post or speed post with acknowledgement due; or (c) sent by email to the address below (with proof of transmission):
For the Seller:
Address: ________, ________, ________ - ________, India
Email: ________
For the Buyer:
Address: ________, ________, ________ - ________, India
Email: ________
§18. FORCE MAJEURE
Neither Party shall be liable to the other for any delay or non-performance of its obligations hereunder to the extent that such delay or non-performance is due to an event of Force Majeure.
"Force Majeure" shall mean events beyond the reasonable control of the affected Party occurring after the Agreement Date and not reasonably foreseeable at the time of execution hereof, the effects of which cannot be overcome without unreasonable expense and/or loss of time, including but not limited to acts of God, war, natural disasters, epidemics, pandemics, and lockdowns or restrictions ordered by any Governmental Authority, not directly or indirectly caused by the affected Party.
If the delay or non-performance continues for a period exceeding one (1) month due to an event of Force Majeure, either Party shall be entitled to terminate this Agreement with immediate effect by written notice.
§19. GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION
(a) This Agreement shall be governed by and construed in accordance with the laws of India.
(b) Any dispute, controversy or claim arising out of or in connection with this Agreement, including its existence, validity, breach or termination, shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996, and any statutory modification or re-enactment thereof. The arbitral tribunal shall consist of a sole arbitrator mutually appointed by the Parties. The seat and venue of arbitration shall be ________, and the language of arbitration shall be English. The arbitral award shall be final and binding on the Parties. Each Party shall bear its own costs, and the fees of the arbitrator shall be borne equally, unless the tribunal directs otherwise.
(c) Subject to the arbitration agreement above, the courts at ________ shall have exclusive jurisdiction over all matters arising under this Agreement.
§20. LEGAL FEES AND COSTS
In the event of any legal action by either Party to enforce one or more provisions of this Agreement, whether in law or in equity, the prevailing Party shall be entitled to recover from the other Party all reasonable enforcement costs, including reasonable legal fees and costs incurred before, during and after any proceedings, including appeal.
§21. SURVIVAL
Notwithstanding anything to the contrary herein, upon termination, expiration or completion of this Agreement, those provisions which by their nature are intended to survive, or which are expressly stated to survive, shall remain in full force and effect.
§22. COUNTERPARTS
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
§23. ENTIRE AGREEMENT
The Parties confirm that they have read and understood the terms of this Agreement and have entered into it voluntarily, without any duress or coercion. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior negotiations, understandings and agreements, whether oral or written.
IN WITNESS WHEREOF, the Parties have executed this Agreement on the day, month and year first hereinabove written.
SIGNED AND DELIVERED by the within-named Seller:
________ ("Seller")
Date: ________
Place: ________
______________________________________
Signature
SIGNED AND DELIVERED by the within-named Buyer:
________ ("Buyer")
Date: ________
Place: ________
______________________________________
Signature
WITNESS-1
Name: ________
Address: ________
______________________________________
Signature
WITNESS-2
Name: ________
Address: ________
______________________________________
Signature
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