Sales Agreement
This Sales Agreement (the "Agreement") is made as of [Agreement date] between [Seller (your company)], with an address at [Seller address] ("Seller"), and [Buyer (legal entity name)], with an address at [Buyer address] ("Buyer"). Seller agrees to sell, and Buyer agrees to buy, the goods described below on the terms of this Agreement. Seller and Buyer are each a "Party" and together the "Parties".
1. Goods
Seller shall sell and deliver to Buyer the following goods (the "Goods"): [Description and specifications of the goods]. Quantity: [Quantity]. The Goods shall conform to the description and specifications above and to any sample, drawing or quotation referred to in it, which are incorporated in this Agreement. Unless the description states otherwise, the Goods shall be new, and Seller may deliver a quantity that varies from the stated quantity by no more than two percent (2%), with the price adjusted proportionately. Buyer’s purchase order reference, if any, is [Buyer purchase order number (or “None”)]; the pre-printed terms of any purchase order, acknowledgment or invoice do not form part of this Agreement, and this Agreement controls over them.
2. Price and Payment
The price of the Goods is [Unit price] per unit, for a total price of [Total price] (the "Price"). The Price excludes sales, use, excise and similar taxes, which Buyer shall pay or for which Buyer shall furnish a valid exemption certificate, and excludes freight, insurance and installation except as provided in Section 3. Buyer shall pay a deposit of [Deposit due on signing (or $0)] within three (3) business days after both Parties sign this Agreement; the deposit is credited against the Price and is refundable only if Seller fails to deliver conforming Goods and Buyer terminates under Section 9.
The balance of the Price is payable as follows: [Balance payment terms]. Payment shall be made by wire transfer, ACH or check to the account Seller designates in writing. Amounts not paid when due bear interest at one and one-half percent (1.5%) per month, or the highest rate permitted by law if lower, from the due date until paid, and Buyer shall reimburse Seller’s reasonable costs of collection, including attorney fees. Seller may withhold shipment of any Goods while any undisputed amount is past due.
3. Delivery
Seller shall deliver the Goods on or before [Delivery date] (the "Delivery Date") to [Delivery address] (the "Delivery Point"). Shipping terms: [Shipping terms]. Seller shall package the Goods in a manner adequate to protect them in ordinary transit and in accordance with any packaging specifications Buyer provides in writing before shipment. Seller shall notify Buyer of the carrier and expected arrival at least two (2) business days before shipment. Time of delivery is of the essence; if Seller fails to deliver by the Delivery Date and does not cure within ten (10) days after Buyer’s written notice, Buyer may cancel the undelivered portion of the order and recover any deposit paid for it, in addition to the remedies in Section 9. Partial deliveries are permitted only with Buyer’s consent, and each partial delivery is invoiced separately.
4. Title, Risk of Loss and Security Interest
Risk of loss or damage to the Goods passes to Buyer at the point stated in the shipping terms in Section 3: on delivery to the carrier at Seller’s location under an FOB Seller’s location term, or on tender at the Delivery Point under an FOB Buyer’s location term. Title passes to Buyer at the same time, subject to Seller’s security interest. Until the Price is paid in full, Seller retains, and Buyer grants Seller, a purchase-money security interest in the Goods and their proceeds to secure payment, and Buyer authorizes Seller to file a financing statement and shall sign any other document reasonably needed to perfect that interest. Buyer shall keep the Goods insured for their full value and free of other liens until paid for.
5. Inspection, Acceptance and Rejection
Buyer shall inspect the Goods within [Inspection period after delivery (days)] days after delivery (the "Inspection Period"). Buyer may reject any Goods that fail to conform to this Agreement by written notice to Seller within the Inspection Period stating the non-conformity in reasonable detail. Goods not rejected within the Inspection Period, or that Buyer uses, resells or alters, are accepted. Seller may cure a rejected delivery by delivering conforming Goods before the Delivery Date or, if Seller reasonably believed the Goods would be acceptable, within a reasonable time after it. Rejected Goods shall be held by Buyer with reasonable care at Seller’s risk and returned at Seller’s expense on Seller’s instructions, and Seller shall refund or credit any amount paid for them. Acceptance does not waive Buyer’s rights under the warranty in Section 7 for defects not reasonably discoverable on inspection.
6. Installation and Training
If the description of the Goods in Section 1 or a quotation incorporated in it provides for installation, commissioning or training, Seller shall perform those services at the Delivery Point within a reasonable time after delivery, during normal business hours, and Buyer shall provide a suitable site, utilities, access and any foundations or connections not expressly included. If installation is not included, Buyer is responsible for it and for following Seller’s written instructions, and the warranty does not cover defects caused by improper installation by others.
7. Warranties
Seller warrants to Buyer that: (a) Seller has good title to the Goods and will transfer them free of any lien or claim other than Seller’s own security interest; (b) the Goods conform to the description and specifications in Section 1; and (c) for [Warranty period (months after delivery)] months after delivery (the "Warranty Period"), the Goods will be free from defects in materials and workmanship under normal use and service. The warranty in clause (c) does not cover damage from accident, misuse, neglect, improper storage or installation, unauthorized modification, normal wear, or consumable parts. Buyer shall notify Seller in writing of any warranty claim within the Warranty Period, and Seller shall, at its option and expense, repair or replace the defective Goods or refund the portion of the Price paid for them; that is Buyer’s sole and exclusive remedy for breach of warranty. Seller assigns to Buyer any transferable manufacturer’s warranty on components not manufactured by Seller. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, AND DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
8. Limitation of Liability
EXCEPT FOR SELLER’S WARRANTY OF TITLE, A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR BUYER’S OBLIGATION TO PAY THE PRICE, NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF USE OR DOWNTIME, ARISING OUT OF THIS AGREEMENT OR THE GOODS, HOWEVER CAUSED, EVEN IF ADVISED OF THE POSSIBILITY, AND SELLER’S TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE PRICE. Any action by Buyer arising out of this Agreement must be commenced within one (1) year after the cause of action accrues, as permitted by UCC §2-725.
9. Cancellation; Remedies; Force Majeure
If Buyer fails to pay any amount when due, repudiates this Agreement, or becomes insolvent, Seller may, in addition to its other remedies under the UCC, withhold or stop delivery, cancel this Agreement, resell the Goods and recover the difference between the resale price and the Price together with incidental damages, or, if resale is not practicable, recover the Price. If Seller fails to deliver conforming Goods and does not cure as permitted by this Agreement, Buyer may, in addition to its other remedies under the UCC, cancel this Agreement as to the non-conforming Goods, recover any amount paid for them, and recover the difference between the cost of reasonable cover and the Price together with incidental damages. Buyer may not cancel a conforming order for convenience without Seller’s written consent and payment of Seller’s reasonable cancellation charges, including the cost of materials and work performed.
Neither Party is liable for delay or failure to perform, other than payment obligations, caused by events beyond its reasonable control, including natural disaster, fire, flood, epidemic, war, terrorism, labor dispute, government action, or failure of suppliers or carriers, provided the affected Party gives prompt notice and uses reasonable efforts to resume performance. If a force majeure delay continues for more than sixty (60) days, either Party may cancel the affected portion of this Agreement by written notice, and Seller shall refund any deposit paid for undelivered Goods.
10. Governing Law; General
This Agreement is governed by the laws of the State of [Governing law (state)], including its enactment of Article 2 of the Uniform Commercial Code, which governs any matter this Agreement does not address; the United Nations Convention on Contracts for the International Sale of Goods does not apply. Any action arising out of this Agreement shall be brought in the state or federal courts located in that state, and the prevailing Party is entitled to reasonable attorney fees and costs. This Agreement is the entire agreement between the Parties about the Goods and supersedes all prior quotations, proposals and understandings, and any conflicting or additional terms in Buyer’s purchase order or Seller’s invoice are rejected. It may be amended only in a writing signed by both Parties. Neither Party may assign this Agreement without the other’s written consent, except that Seller may assign its right to payment. If any provision is held unenforceable, the remainder continues in effect. Notices shall be in writing and delivered to the addresses above or the email addresses in the execution record. This Agreement may be signed electronically and in counterparts, each of which is an original and all of which together are one instrument, and the electronic execution record, timestamps and document fingerprints kept by the signing platform are conclusive evidence of its execution. Each person signing represents that they are authorized to bind the Party for whom they sign.
Signatures
Seller · Buyer