Sale of Goods Agreement
Sale of Goods Agreement
This Agreement for the Sale of Goods (“Agreement”) made and effective this
__________ (Date), by and between
___________________________________ (“Buyer”) and
____________________________________ (“Seller”).
Seller desires to sell to Buyer, and Buyer desires to purchase from Seller,
certain tangible personal property.
Therefore, in consideration of the mutual promises herein contained, the
parties hereto agree as follows:
1. Sale.
Seller agrees to sell, transfer and convey to Buyer, and Buyer agrees to
purchase the following tangible personal property (the “Goods”): (List here or
in an attachment).
2. Price.
Buyer shall pay Seller for the Goods $_________________. Buyer shall make
payment of the full purchase price by 10 days following delivery of the Goods
by Seller as provided herein, subject to Buyer’s right of inspection as set forth
in Section 4 below. In the event that the purchase price is not timely paid, in
addition to its other remedies, Seller may impose, and Buyer shall pay, a late
payment charge equal to two percent (2%) of the overdue balance amount
each month.
3. Shipping.
Buyer shall purchase goods FOB Seller’s location and be responsible for all
expenses associated with shipping. The risk of loss from any casualty to the
Goods, regardless of the cause, shall be upon Buyer upon the delivery of the
Goods to Buyer’s shipper as set forth herein. When practicable, Seller will
follow Buyer’s requested shipping instructions. If none are requested, Seller
will use its discretion in selecting an appropriate transportation method.
4. Right of Inspection.
Buyer shall have the right to inspect the goods on arrival at Buyer’s facility.
Within 3 days after delivery, Buyer must give notice to Seller of any claim with
respect to the condition, quality or grade of the Goods or non-conformance to
this Agreement, specifying the basis of the claim in detail by fax or recognized
overnight delivery service such as FedEx. Seller may, at its option inspect the
Goods at Buyer’s facilities to confirm that the Goods do not conform. Failure
of Buyer to comply with these conditions within the time set forth herein shall
constitute irrevocable acceptance of the Goods by Buyer. In the event the
Goods do not conform to this Agreement, Buyer’s sole remedy and Seller’s
sole obligation shall be at Seller’s option to replace the Goods at Seller’s
expense or credit Buyer the amount of the purchase price for the non-
conforming goods. Return shipping expensive in this case shall be the sole
responsibility of Seller.
5. Identification of Goods.
Identification of the Goods must be made in here or in an attachment.
6. Goods Sold in “As is” Condition
Goods are sold in an “As is” condition. The Seller makes no warranties of any
kind to the Buyer. This clause shall be broadly interpreted in favor of the
Seller.
7. Transfer of Title.
Transfer of title and full ownership rights in the Goods shall not pass to Buyer
until Buyer has paid in full the purchase price to Seller including any late fees,
if applicable, as described in Section 2., Price, above.
8. Limitation of Liability
In no event shall Seller be liable for any special, indirect, incidental or
consequential damages arising out of or connected with this Agreement or the
Goods, regardless of whether a claim is based on contract, tort, strict liability
or otherwise, nor shall Buyer’s damages exceed the amount of the purchase
price of the Goods. This clause shall be broadly interpreted in favor of the
Seller.
9. Taxes.
Buyer shall pay or reimburse Seller as appropriate for any sales, use, excise
or other tax imposed or levied with respect to the payment of the purchase
price for the Goods or the conveyance of title in the Goods to Buyer by any
recognized government authority, whether at the local, state, or federal level.
In no event shall Buyer be responsible for any tax imposed upon Seller based
upon Seller’s income or for the privilege of doing business.
I0. Notices.
Any notice required by this Agreement or given in connection with it, shall be
in writing and shall be given to the appropriate party by personal delivery or
recognized over night delivery services such as FedEx.
If to Seller:
_____________________________________________________________.
If to Buyer:
____________________________________________________________.
11. No Waiver.
The waiver or failure of either party to exercise in any respect any right
provided in this agreement shall not be deemed a waiver of any other right or
remedy to which the party may be entitled.
12. Entirety of Agreement.
The terms and conditions set forth herein constitute the entire agreement
between the parties and supersede any communications or previous
agreements with respect to the subject matter of this Agreement. There are
no written or oral understandings directly or indirectly related to this
Agreement that are not set forth herein. No change can be made to this
Agreement other than in writing and signed by both parties.
13. Governing Law.
This Agreement shall be construed and enforced according to the laws of the
State of ____________________ and any dispute under this Agreement must
be brought in this venue and no other.
14. Headings in this Agreement
The headings in this Agreement are for convenience only, confirm no rights or
obligations in either party, and do not alter any terms of this Agreement.
15. Severability.
If any term of this Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, then this Agreement, including all of the remaining
terms, will remain in full force and effect as if such invalid or unenforceable
term had never been included.
In Witness whereof, the parties have executed this Agreement as of the date
first written above.
_________________________ _______________________
Buyer Seller
_______________
Date
