Sale of Goods Agreement - Template, Sample Form Online Pro · US-law
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SALE OF GOODS AGREEMENT
State of ________
RECITALS & BACKGROUND
A. This Sale of Goods Agreement (this “Agreement”) is entered into and made effective as of the date(s) of execution set forth at the end of this document (the “Effective Date”) by and between the following parties:
________, a ________ organized and existing under the laws of the State of ________, with a principal place of business located at:
________
________, a ________ organized and existing under the laws of the State of ________, with a principal place of business located at:
________
B. As used herein, “Seller” refers to ________, and “Buyer” refers to ________. Seller and Buyer may be referred to individually as a “Party” and collectively as the “Parties.”
C. This Agreement is intended to constitute a contract for the sale of goods governed by Article 2 of the Uniform Commercial Code (the “UCC”) as enacted and in effect in the governing state identified below.
WHEREAS, Seller desires to sell certain goods, as defined herein; and
WHEREAS, Buyer desires to purchase such goods from Seller upon the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
§ 1. SALE OF GOODS
1.1 Subject to the terms and conditions of this Agreement, Seller agrees to sell, transfer, and deliver to Buyer, and Buyer agrees to purchase and accept from Seller, the following goods:
________ (the “Good”).
1.2 The quantity to be sold is: ________.
§ 2. PURCHASE PRICE
2.1 In full consideration for the Good, Buyer shall pay to Seller the sum of $________ (________) (the “Purchase Price”). The Purchase Price is exclusive of any applicable taxes.
2.2 A deposit in the amount of $________ (________) (the “Deposit”) shall be due and payable on ________. The Deposit may be refundable, at Seller’s sole and exclusive discretion, only under the following circumstances:
________
2.3 Following payment of the Deposit and effective delivery of the Good as described herein, Buyer shall pay the remaining balance of the Purchase Price to Seller.
2.4 Each Party acknowledges the sufficiency of the Purchase Price as consideration. Unless otherwise expressly agreed in writing by the Parties, any sales, use, excise, or similar tax applicable to the sale of the Good shall be paid by Buyer, or Buyer shall furnish Seller with a valid and acceptable tax exemption certificate.
§ 3. INVOICING & PAYMENT
3.1 The Purchase Price shall be paid by the following accepted method(s) of payment:
________
3.2 Unless otherwise agreed by the Parties through a duly executed written addendum to this Agreement, the balance of the Purchase Price shall be due to Seller immediately upon Buyer’s receipt of the Good.
3.3 In the event any agreed payment is not made when due, Seller may, at its option, treat Buyer in breach and terminate this Agreement, and may assess the following late charge, to the maximum extent permitted by applicable law:
________
§ 4. DELIVERY
4.1 Seller shall deliver the Good to Buyer on or before the following date: ________.
4.2 If the Good is not delivered by ________, Seller shall be liable to Buyer for the following late charge:
________
4.3 Delivery of the Good shall be made to Buyer at the following location: ________. The applicable delivery terms (e.g., FOB) shall be: ________.
§ 5. RISK OF LOSS
5.1 Risk of loss for the Good shall pass from Seller to Buyer upon Buyer’s receipt of ownership through a duly executed bill of sale, or upon Buyer taking physical possession of the Good, whichever occurs first, consistent with UCC § 2-509 as enacted in the governing state.
§ 6. TIME FOR DELIVERY
6.1 Time shall be of the essence for delivery of the Good, and if delivery is not made as set forth in this Agreement, Seller shall be deemed in breach of this Agreement.
§ 7. WARRANTIES
7.1 Seller warrants that it has good and marketable title to the Good, free and clear of any and all liens, encumbrances, security interests, or claims of any kind, except as otherwise disclosed in writing to Buyer.
7.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE GOOD IS SOLD “AS IS” AND SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND SELLER HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTY OF MERCHANTABILITY AND THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TO THE FULLEST EXTENT PERMITTED UNDER UCC §§ 2-314 AND 2-315. Buyer acknowledges that it has not relied upon any representation or warranty made by Seller, or any person acting on Seller’s behalf, except as specifically provided in this Agreement.
§ 8. INSPECTION
8.1 Buyer acknowledges that it has made, or has been afforded ample opportunity by Seller to make, a full investigation, inspection, and examination of the Good.
§ 9. LIMITATION OF LIABILITY
9.1 IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY BUYER TO SELLER UNDER THIS AGREEMENT. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS OR LOSS OF BUSINESS, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
§ 10. SECURITY INTEREST & TITLE
10.1 Buyer hereby grants to Seller a purchase-money security interest in the Good, together with all proceeds thereof (including accounts receivable), until the full Purchase Price has been received by Seller, in accordance with Article 9 of the UCC as enacted in the governing state. Upon Seller’s request, Buyer shall promptly execute and deliver any financing statement or other document reasonably required to perfect such security interest.
10.2 Title to the Good shall remain with Seller until the full Purchase Price has been received and Buyer is in actual physical possession of the Good, or until Seller delivers a duly executed bill of sale to Buyer.
§ 11. CLAIMS
11.1 Buyer’s failure to give written notice of any claim within ten (10) days from the date of delivery of the Good shall constitute complete and total acceptance of the Good, and Buyer shall thereby waive any and all claims regarding or related to the Good.
§ 12. GENERAL PROVISIONS
12.1 GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of ________, including the UCC as enacted therein, and any applicable federal law, without regard to its conflict of laws principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in ________. The Parties agree that this choice of law, venue, and jurisdiction provision is mandatory and not permissive in nature.
12.2 LANGUAGE: All communications, notices, and documents made or given pursuant to this Agreement shall be in the English language.
12.3 ASSIGNMENT: Neither this Agreement nor any rights or obligations hereunder may be assigned, sold, leased, or otherwise transferred, in whole or in part, by either Party without the prior written consent of the other Party.
12.4 AMENDMENTS: This Agreement may be amended or modified only by a written instrument signed by both Parties.
12.5 NO WAIVER: No term of this Agreement shall be deemed waived by any act or acquiescence of either Party. Only a subsequent written agreement may constitute a waiver of any term hereof. No waiver of any term or provision shall constitute a waiver of any other term or provision or of the same provision on a future occasion. Failure of either Party to enforce any term of this Agreement shall not constitute a waiver of such term or any other term.
12.6 SEVERABILITY: If any provision of this Agreement is held to be unenforceable, this Agreement shall be deemed amended to the extent necessary to render the offending provision, and the remainder of this Agreement, valid and enforceable. If a court declines to so amend this Agreement, the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remaining provisions, which shall be enforced as if the offending provision had not been included.
12.7 ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous understandings, representations, and agreements, whether written or oral, relating to its subject matter.
12.8 HEADINGS: Headings in this Agreement are for convenience only and shall not be construed to limit or otherwise affect the terms of this Agreement.
12.11 NOTICES: Any notice required or permitted under this Agreement shall be in writing and shall be delivered by personal delivery, nationally recognized overnight courier, first-class or certified mail (return receipt requested), or by electronic mail to the address(es) of the relevant Party set forth at the head of this Agreement or to such e-mail address as a Party may designate in writing.
Notices shall be deemed received: (a) upon personal delivery; (b) one (1) business day after deposit with an overnight courier; (c) three (3) business days after deposit with the postal service (or seven (7) business days for international mail); or (d) upon confirmed transmission, if sent by electronic mail. In proving the giving of a notice, it shall be sufficient to prove that the notice was properly addressed and delivered or that the envelope containing the notice was properly addressed and posted.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date(s) set forth below.
SELLER
Name: ________
Signature: ________
Representative Name: ________
Representative Title: ________
Date: ________
BUYER
Name: ________
Signature: ________
Representative Name: ________
Representative Title: ________
Date: ________
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