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

Sale of Goods Agreement

(the Agreement)

Dated: ________

1. The Parties

This Agreement is made between:

I. The Seller

The Company: ________, a company incorporated in England and Wales with company registration number ________

with the registered address of: ________

(referred to hereafter as the Seller)

II. The Purchaser

The Company: ________, a company incorporated in England and Wales with company registration number ________

with the registered address of: ________

(referred to hereafter as the Purchaser)

(each a "party" and together the "parties")

2. Notices

I. Service method

A party serving any notice under this Agreement upon the other party, or sending formal communications in relation to this Agreement to the other party, must do so in writing by:

(a). first class post or other next working day delivery service, to the addresses for service listed at section 1 above; or

(b). by hand delivery to an authorised representative of the recipient party; or

(c). via email. The email addresses for service are as follows:

Email address for the Seller:

________

Email address for the Purchaser:

________

II. Delivery and Deemed Service

Any notice or communication shall be deemed to have been received:

(a). two Business Days after posting where it is sent by first-class post; or

(b). at the time of delivery where it is delivered by hand; or

(c). where it is sent via email:

(i). at the time of transmission where this is during the working business hours of the recipient; or

(ii). where transmission is outside of the working business hours of the recipient, as soon as the business hours commence after transmission.

III. This section does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

3. Definitions and Interpretations

I. In Writing

Any reference to a communication which must be made 'in writing' shall be undertaken in accordance with the provisions of section 2 above.

II. Business Day

A Business Day means any day other than a Saturday, Sunday or any public or bank holiday in England and Wales.

III. Calendar Day

Calendar Day means any of the seven days of a week (Monday to Sunday).

IV. Business Week

A Business Week starts on Monday and finishes on Friday.

V. The Goods

The Goods shall mean those defined and described in Schedule One (annexed to this Agreement).

VI. Collection Location

The Collection Location shall be:

________

VII. Date of Collection

The Date of Collection shall be the date upon which collection has taken place in accordance with the requirements of the relevant subsection below (Collection of Orders).

VIII. Base Rate

The Base Rate shall mean the official bank base rate set from time to time by the Monetary Policy Committee of the Bank of England.

IX. Intellectual Property

Intellectual Property means any and all intellectual property rights of either party of whatever nature, including but not limited to all copyright, patents, registered and unregistered designs, database rights, trade marks, rights in know-how and all other similar rights, whether registered or unregistered, anywhere in the world.

X. Confidential Information

Confidential Information shall include all information (whether written, oral or in any other form) which is essential to the business operations of each party and includes information regarding trade secrets, customers, suppliers, pricing, methods and processes of each party, and any information marked as or which a reasonable person would understand to be confidential.

XI. Liability

Liability shall mean all possible liabilities which may be incurred under or in connection with this Agreement, including (but not limited to) liability in tort (including negligence), contract, breach of statutory duty and misrepresentation.

XII. Force Majeure

A Force Majeure event shall mean any event which is not within the reasonable control of either party, including:

(a). a war, armed conflict or armed attack; or

(b). a fire or explosion where this has not been the fault of either party; or

(c). an act of terrorism; or

(d). an act of God or natural disaster such as flooding or an earthquake; or

(e). any epidemic, pandemic or public health emergency, or any law, action or restriction imposed by a government or public authority in connection with the same.

XIII. Data Protection Laws

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XIV. Data Protection Terminology

The terms Personal Data; Data Subject; Controller; Processor; Processing and Personal Data Breach shall have the same meaning under this Agreement as they do in the Data Protection Laws.

4. Commencement and Term

I. Commencement

The Agreement shall commence on ________ (the Commencement Date).

II. Term

(a). The Agreement shall remain in force for a fixed term of ________ months (the Term).

(b). Subject to the provisions of section 8 (Termination), the Agreement shall automatically terminate at the end of the Term.

5. Sale and Purchase Obligations

I. Order Process

The Purchaser may make orders for the Goods under this Agreement and the following shall apply:

(a). The Purchaser must make any order not less than ________ Business Days before the beginning of each month.

(b). Each order must be made in writing to the Seller.

(c). For the avoidance of any doubt, all orders must:

(i). identify that the order is made by the Purchaser;

(ii). make it clear which Goods are included within the order, with reference to Schedule One (including any product reference numbers) and make it clear which quantities are requested;

(iii). make it clear which period the order relates to;

(iv). specify the requested collection date (the Requested Collection Date); and

(v). identify the payment method which will be used.

(d). Where the above conditions are met, the Seller shall be bound to supply the Goods ordered by the Purchaser.

II. Amendments and Cancellations

Where the Purchaser has placed an order, the Purchaser shall retain the right to cancel the entirety of the order, or amend the order, provided that this is properly communicated in writing to the Seller prior to the collection of the Goods.

III. Collection of Orders

Following the placing of an order by the Purchaser, in accordance with the order process above:

(a). the Purchaser shall collect each order from the Collection Location; and

(b). the order shall be collected on the Requested Collection Date as set out within the relevant order; and

(c). time is of the essence in relation to the Seller's obligation to make the order available on the Requested Collection Date; and

(d). the order shall be deemed to be collected when the Purchaser has collected and removed the order from the Collection Location.

6. The Goods

I. Standard of the Goods

The Seller must ensure that the Goods supplied to the Purchaser under this Agreement:

(a). are of satisfactory quality within the meaning of the Sale of Goods Act 1979 (as amended); and

(b). are fit for any and all purposes held out by the Seller and made known to the Seller by the Purchaser; and

(c). correspond with any description and any sample provided by the Seller; and

(d). comply with any quality, safety, labelling and licensing requirements specific to the Goods and the manufacture of the Goods (as set out in any relevant regulation or statutory provision); and

(e). are free from any defects in workmanship, materials and design and shall remain free of such defects for a period of ________ months after the Date of Collection.

II. Right to Inspect and Reject

The Purchaser shall:

(a). have a reasonable period of time after the Date of Collection to inspect the Goods before they are deemed to be accepted by the Purchaser; and

(b). in any circumstance where the Goods do not meet the requirements set out in the relevant subsection above (Standard of the Goods), and are therefore defective, have the right, subject to any other rights and conditions set out in this subsection, to reject the Goods by providing a written notification (Notice of Rejection) to the Seller; and

(c). any Notice of Rejection must:

(i). be served in writing; and

(ii). set out all the relevant details in relation to the defects; and

(iii). where the defects are discovered upon initial inspection and before the Goods have been deemed to be accepted, be served within five Business Days from the Date of Collection; or

(iv). where the defects are latent and are discovered after the Goods have been deemed to be accepted, be served within ten Business Days from the date on which the defect was discovered.

(d). the Seller shall be bound, where the Goods do not meet the requisite standards as set out in the subsection above (and subject to the other rights and conditions within this subsection), to provide the Purchaser's preference out of the following:

(i). a full refund of the price due in respect of the Goods; or

(ii). a replacement; or

(iii). a repair to the Goods to restore them to the required standard.

(e). the Seller must ensure that either the refund, repair or replacement (whichever is chosen by the Purchaser) is provided to the Purchaser within ten Business Days after receiving notice of the same from the Purchaser; and

(f). the Seller shall not be liable for the failure of any Goods to comply with the subsection above (Standard of the Goods) where:

(i). the failure has arisen as a result of a failure of the Purchaser to observe relevant instructions issued by the Seller regarding the appropriate use, maintenance, storage or assembly; or

(ii). the failure has arisen as a result of the deliberate or negligent actions of the Purchaser; or

(iii). the failure arises from general wear and tear which could be reasonably expected during the use of the particular type of Goods; or

(iv). the failure arises as a result of a modification made to the Goods by the Purchaser which has not been approved or endorsed by the Seller.

III. Risk

The risk in respect of the Goods shall transfer from the Seller to the Purchaser upon completion of collection at the Collection Location in accordance with the relevant subsection above (Collection of Orders).

IV. Title

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(a). keep the Goods in the condition they were in upon collection; and

(b). store the Goods in a location where they can readily be identified as the Seller's property and separately from other goods held by the Purchaser; and

(c). not remove, deface or obscure any identifying mark or packaging on the Goods.

V. Resale of the Goods

The Purchaser may use or resell the Goods:

(a). within the course of its business and not in any capacity as agent; and

(b). in the case of any resale, the title to the Goods shall pass to the Purchaser immediately before the time of resale; and

(c). the Seller may exclude the Purchaser's right to resell at any time prior to the title passing to the Purchaser, by serving written notice, and upon receipt of any such notice the Purchaser must properly return the relevant Goods.

7. Prices and Payment

I. Price of Goods

The Price of the Goods:

(a). at the time of making this Agreement is as set out in Schedule One (the Prices); and

(b). the Prices are inclusive of value added tax (VAT). The Purchaser must ensure that VAT (and any other applicable taxes) is paid wherever applicable to any order under this Agreement; and

(c). the Prices are inclusive of packaging costs.

II. Payment

In relation to the payment for the Goods:

(a). the Seller shall issue an invoice at any time after collection has taken place; and

(b). payment should be made in the following way: ________; and

(c). the Purchaser must pay each invoice in full and in cleared funds within ________ Business Days of receiving the invoice (the Payment Deadline); and

(d). time is of the essence in relation to the Purchaser's obligation to make payment by the Payment Deadline; and

(e). the Purchaser shall be liable to pay interest to the Seller which shall accrue:

(i). each day after the Payment Deadline until payment has properly been made; and

(ii). the interest on any sums due to the Seller shall be at the yearly rate of ________% (________ percent) above the Base Rate at that time, or, where the Late Payment of Commercial Debts (Interest) Act 1998 applies, the statutory rate under that Act, whichever is higher; and

(iii). any interest charged by the Seller under this subsection shall be without prejudice to any additional rights and remedies of the Seller.

8. Termination

I. Permitted Grounds for Termination

This Agreement may only be terminated in accordance with the provisions set out in this subsection.

(a). This Agreement may be terminated with immediate effect by one party serving notice in writing to the other party where the other party has committed a material breach of a term of this Agreement and the breach is not remediable.

(b). This Agreement may be terminated with immediate effect by one party serving notice in writing to the other party where the other party has committed a material breach of a term of this Agreement which is remediable and:

(i). the party serving the notice has already served a notice of breach, setting out the remedies required; and

(ii). the other party has, having received the notice of breach, failed to remedy the breach within the required timeframe.

(c). The Agreement may be terminated at any time during the Term, by either party giving written notice of no less than ________ Business Days to the other party.

(d). The Agreement may be terminated with immediate effect by the Seller serving written notice upon the Purchaser where:

(i). the relevant provisions apply in relation to a failure of the Purchaser to meet the payment obligations under the Agreement as defined in the relevant subsection above (Payment); and

(ii). the payments have remained in default for a period of more than fifteen Business Days after the Payment Deadline.

(e). The Agreement may be terminated with immediate effect by the Purchaser serving written notice upon the Seller where the relevant provisions apply in relation to a failure of the Seller to meet the timeframe for collection of an order as defined in the relevant subsection above (Collection of Orders).

(f). The Agreement may be terminated with immediate effect by the Purchaser serving written notice upon the Seller where:

(i). the Seller is unable to or ceases to pay its debts (within the meaning of section 123 of the Insolvency Act 1986); or

(ii). the Seller obtains a moratorium under Part A1 of the Insolvency Act 1986; or

(iii). the Seller becomes the subject of a Company Voluntary Arrangement under the Insolvency Act 1986; or

(iv). the Seller becomes the subject of a scheme of arrangement under Part 26 of the Companies Act 2006; or

(v). the Seller becomes the subject of a restructuring plan under Part 26A of the Companies Act 2006; or

(vi). the Seller passes a resolution, or has an order made, for the appointment of a receiver or administrator; or

(vii). the Seller passes a resolution, or an order is made, for its winding up.

(g). The Agreement may be terminated with immediate effect by the Seller serving written notice upon the Purchaser where:

(i). the Purchaser is unable to or ceases to pay its debts (within the meaning of section 123 of the Insolvency Act 1986); or

(ii). the Purchaser obtains a moratorium under Part A1 of the Insolvency Act 1986; or

(iii). the Purchaser becomes the subject of a Company Voluntary Arrangement under the Insolvency Act 1986; or

(iv). the Purchaser becomes the subject of a scheme of arrangement under Part 26 of the Companies Act 2006; or

(v). the Purchaser becomes the subject of a restructuring plan under Part 26A of the Companies Act 2006; or

(vi). the Purchaser passes a resolution, or has an order made, for the appointment of a receiver or administrator; or

(vii). the Purchaser passes a resolution, or an order is made, for its winding up.

(h). In the event that an event constituting a Force Majeure prevents either party from fulfilling its obligations under this Agreement for a period of more than two consecutive months, the Agreement may be terminated immediately by the other party serving written notice upon the party which has been affected by the Force Majeure.

II. Post Termination Rights

Upon termination of this Agreement, howsoever caused:

(a). the Seller shall ensure that all outstanding invoices are processed and sent to the Purchaser; and

(b). the Purchaser shall ensure that all invoices provided by the Seller under this Agreement are paid in accordance with the timeframes as defined in the relevant subsection above (Payment); and

(c). each party must ensure that they return to the other party all materials and equipment which have been provided to them under this Agreement within ten Business Days of the termination; and

(d). all rights and liabilities properly accrued by both parties under the Agreement shall survive termination; and

(e). the following sections shall survive the termination:

(i). the relevant section relating to the service of documents (Notices), save in the case of any litigation or arbitration; and

(ii). the relevant section relating to the liability of the parties (Liability); and

(iii). the relevant section relating to the confidentiality obligations of the parties (Confidentiality); and

(iv). the relevant subsections relating to Severance, Third Party Rights and Waivers; and

(v). the relevant subsections relating to the Jurisdiction and Governing Law of the Agreement; and

(vi). all relevant parts setting out the data protection obligations of the parties.

9. Liability

I. Limitations

Any liability under this Agreement shall, subject to the provisions set out in the subsection (Unlimited Liabilities) below, be subject to the following limitations:

(a). the liability of the Seller shall be limited to the total amount of: £________ (________); and

(b). the liability of the Purchaser shall be limited to the total amount of: £________ (________); and

(c). neither party will be liable to the other party for any consequential, indirect or special losses; and

(d). neither party will be liable to the other party for any direct or indirect:

(i). loss of profit; or

(ii). loss of sales or business; or

(iii). loss of data, information or software; or

(iv). damage to reputation; or

(v). loss of goodwill.

II. Unlimited Liabilities

The limitations set out in the subsection (Limitations) above shall not be applicable:

(a). for any liability which cannot lawfully be limited or excluded. This includes any liability incurred for:

(i). death or personal injury arising by way of negligence; or

(ii). fraud or fraudulent misrepresentation; or

(iii). any breach of the Consumer Protection Act 1987; or

(iv). any breach of the obligations implied by section 12 of the Sale of Goods Act 1979 (as amended).

(b). where one party incurs a loss as a result of the other party's wilful misconduct; or

(c). in relation to any payments, debts and interest due by the Purchaser in accordance with the relevant subsection (Payment) above.

III. Force Majeure

Where either party is unable to perform its obligations under the Agreement as a result of an event which constitutes a Force Majeure:

(a). it shall not be liable in respect of those obligations and any such failure to perform in respect of the Agreement shall not constitute a breach of contract; and

(b). the affected party must, within five Business Days from the start of the event, provide a notice to the other party:

(i). setting out the details of the Force Majeure event; and

(ii). providing a revised timeframe within which the affected party shall be able to fulfil its obligations.

IV. Indemnity

The Seller shall indemnify the Purchaser against:

(a). all liability relating to any Intellectual Property claim made by a third party in relation to the Goods; and

(b). any claim made against the Purchaser by a third party relating to a fault, defect or harm caused by the Goods which has arisen as a result of the Seller's failure to meet the terms of this Agreement; and

(c). any claim made against the Purchaser by a third party relating to a fault, defect or harm caused by the Goods which has arisen as a result of the Seller's failure to meet the applicable standards of the Goods as required by all relevant laws and regulatory requirements; and

(d). in the event that any such claim is made as described in this subsection, the Purchaser must:

(i). notify the Seller in writing (together with all relevant documentation) within two Business Days; and

(ii). provide the Seller with all reasonable assistance and relevant information to enable the Seller to respond to and deal with all matters in relation to the claim.

(e). the indemnities in this subsection shall not apply where the Purchaser has modified the Goods in a manner which is not approved by the Seller.

10. Confidentiality

I. Permitted Use

Confidential Information provided from one party to another party under this Agreement:

(a). may only be used in order to fulfil obligations under the Agreement or in order to carry out a task or action permitted by the Agreement; and

(b). each party retains its exclusive rights over and ownership of any Confidential Information it shares with the other party under this Agreement.

II. Disclosure of Confidential Information

Each party undertakes that it shall not disclose Confidential Information belonging to the other party to any other person whilst this Agreement is in force and for a period of ________ years after the Agreement terminates, howsoever caused, save for in the following circumstances:

(a). where that party is required to disclose the Confidential Information to a third party in order to comply with a legal or regulatory obligation; or

(b). where it is necessary for that party to share the Confidential Information with its workforce to enable it to comply with obligations under this Agreement, those additional persons being bound by the same duty of confidentiality as the parties to this Agreement.

11. Other Provisions

I. Data Protection

Both parties must comply with their obligations relating to the lawful processing of personal data which are detailed at Schedule Two below and with the Data Protection Laws.

II. Assignment

Neither party shall assign, transfer, charge, sub-contract or otherwise deal with any of its rights or obligations under this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.

III. No Partnership or Agency

Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other party, or authorise either party to make or enter into any commitments for or on behalf of the other party. Each party confirms that it is acting on its own behalf and not for the benefit of any other person.

IV. Counterparts

This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts together shall constitute one and the same agreement.

V. Severance

Each section and subsection in this Agreement exists independently and separately from the rest of the Agreement. Where any section, subsection, term or provision of this Agreement is held to be unenforceable, it shall not impact the enforceability and validity of the remainder of the Agreement.

VI. Third Party Rights

This Agreement does not confer any rights on any third parties under the Contracts (Rights of Third Parties) Act 1999.

VII. Variations

The terms of this Agreement may not be amended unless they are mutually agreed in writing with the authorised signature of both parties.

VIII. Waivers

The rights and remedies of a party under this Agreement:

(a). may only be relinquished by way of a waiver where it is given in writing with the authorised signature of the relevant party; and

(b). cannot be treated as relinquished by way of a waiver by virtue of any delay in that party exercising the right or remedy; and

(c). cannot be treated as relinquished by way of a waiver by virtue of the partial exercise of another right or remedy available to that party.

IX. Entire Agreement

The Agreement shall:

(a). constitute the entirety of the agreement, obligations and duties between the parties; and

(b). supersede and take precedence over any previous agreements, promises, discussions and understandings between the parties; and

(c). it is further agreed that neither party shall have a claim for negligent or innocent misrepresentation on the basis of any statement in this Agreement, save that nothing in this clause shall limit or exclude any liability for fraud.

X. Governing Law

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

XI. Jurisdiction

The parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

Signature of the Seller

Executed as a deed on ________ by ________ acting by:

SIGNATURE:

_______________________

Director: ________

(________)

In the presence of:

Witness signature: _______________________

Witness name: ________

Witness address: ________

Signature of the Purchaser

Executed as a deed on ________ by ________ acting by:

SIGNATURE:

_______________________

Director: ________

(________)

In the presence of:

Witness signature: _______________________

Witness name: ________

Witness address: ________

SCHEDULE ONE

THE GOODS

AS OF:

________

A schedule of the products (title, description, reference number and price) is set out below.

________

SCHEDULE TWO

RULES RELATING TO THE PROCESSING OF PERSONAL DATA

1. Definitions and Interpretations

The Data Protection Laws and connected terminology are defined in the Agreement above. References in this Schedule to the "Relevant Legal Provisions" mean the Data Protection Laws.

2. Scope

Subject matter

The processing of Personal Data under this Agreement relates to:

________

Duration

The processing of Personal Data has the following duration:

________

Nature

The processing of Personal Data shall be undertaken by:

________

Purpose

The purpose for which Personal Data is processed is:

________

Type of Personal Data

The types of Personal Data which shall be processed are:

________

Categories of Data Subjects

Personal Data will be processed and collected from:

________

3. Roles and Obligations

The purpose of this Schedule is to confirm the roles and obligations which are relevant to the Agreement and to satisfy the requirements of Article 28 of the UK GDPR. This Schedule does not replace or alter the legal obligations of both parties as set out within the Relevant Legal Provisions. Under this Agreement:

(a). the Controller is the ________ and the Processor is the ________.

(b). Both parties must comply with the Relevant Legal Provisions when processing Personal Data.

(c). It is the obligation of the Controller to ensure that it holds all required policies and notices relating to the processing of Personal Data and that it has a lawful basis for the processing.

(d). It is the responsibility of the Processor to:

(i). ensure any Personal Data processed in connection with or arising out of this Agreement is processed only on the documented instructions of the Controller, unless required to do otherwise by law; and

(ii). notify the Controller without undue delay on becoming aware of any Personal Data Breach and assist the Controller in reporting any Personal Data Breach to Data Subjects and/or the Information Commissioner's Office wherever appropriate; and

(iii). assist the Controller to maintain the rights of Data Subjects; and

(iv). assist and enable the Controller in complying with lawful requests made by any Data Subjects; and

(v). assist the Controller in meeting its obligations to carry out Data Protection Impact Assessments wherever necessary; and

(vi). provide the Controller with all information required to demonstrate compliance with the Relevant Legal Provisions; and

(vii). assist and contribute towards all audits and inspections undertaken by the Controller or any properly authorised auditor; and

(viii). at the choice of the Controller, delete or return all Personal Data on the lawful termination of this Agreement, at the written instruction of the Controller (save in those circumstances where it is required to be retained by the Processor by law); and

(ix). ensure that no Personal Data is transferred outside of the United Kingdom unless the Controller has given its prior written consent and the conditions for such transfer set out in the Data Protection Laws have been satisfied; and

(x). ensure that Personal Data is not provided to any sub-processor unless specifically instructed to do so by the Controller and unless a written agreement is formed between the Processor and any approved sub-processor imposing equivalent obligations; and

(xi). ensure all persons (including, but not limited to, any agents, personnel, staff and employees) involved in the processing of the Personal Data maintain the proper confidentiality of the Personal Data; and

(xii). ensure that appropriate technical and organisational security measures are put in place to protect Personal Data, specifically to include:

________