SALE OF GOODS AGREEMENT

This Sale of Goods Agreement (the “Agreement”), dated and made effective as of (the “Effective Date”), is between:

Who is the Seller?

A valid sale of goods identifies the Seller (current owner/producer) and the Buyer (purchaser). If multiple Sellers or Buyers exist, name them all. This ensures the Parties are bound to transfer and pay for the Goods under the Agreement.
Who is the Buyer?

Individually referred to as the "Party" and collectively as the "Parties", the Parties have concluded the following Agreement:

How Are the Goods Described?

A clear description ensures the Parties know precisely what is being sold—quantity, model, quality. This question clarifies if a schedule is attached or if details appear here. It prevents disputes over the identity or features of the Goods.
What Is the Purchase Price, and How Will the Buyer Pay?

The Parties typically fix a price or specify a calculation method (per-unit cost, lump sum). This question clarifies if partial payments or deposits apply and how or when the Buyer must pay. It ensures no confusion regarding final amounts owed.
How and When Does the Seller Deliver the Goods?

Delivery terms define who arranges shipping, its timing, and if it’s FOB, CIF, or ex works. This question clarifies if the Seller ships or the Buyer picks up, and who pays freight, preventing confusion about logistics or shipping risk.
When Does the Buyer Acquire Title, and Who Bears Risk of Loss?

Title and risk can pass simultaneously or differently. This question clarifies if the Buyer owns the Goods upon dispatch or upon receipt. Also addresses who insures them during transit. It prevents confusion if a shipping accident occurs before the Buyer physically receives them.
How Does The Buyer Accept or Reject the Goods?

Buyers typically inspect delivered goods. If they deviate from the contract, the Buyer may reject or request a remedy. This question clarifies the time frame for inspection, how to reject, and if the Seller can correct minor defects before final refusal.
Are the Goods Warranted, or Sold “As Is”?

The Seller may disclaim warranties unless stated or required by law. This question clarifies if the Goods have a merchantability or fitness warranty, or if it’s strictly “as is.” It prevents disputes about post-sale mechanical or quality issues.
What Happens If the Buyer Does Not Pay on Time?

A Buyer might delay payment. This question clarifies potential interest rates, late fees, or if the Seller can repossess or stop shipments. Each condition is self-contained, addressing consequences of overdue amounts.
Must the Seller Provide Packaging Or Labels?

Some goods require specialized packaging or labeling for safe transport. This question clarifies if the Seller follows standard or custom packaging and if labeling (hazard warnings, brand marks) is needed. Each condition stands alone without referencing other answers.
Does the Agreement Limit Liability for Damages Above Certain Amounts?

Some contracts restrict liability to direct damages or set a monetary cap. This question clarifies if the Seller or the Buyer cannot claim beyond the contract value or disclaim indirect losses, ensuring no unexpected large claims for incidental or consequential damages.
Must Either Party Indemnify the Other for Third-Party Claims?

Some sales involve product liability, IP usage, or brand issues. This question clarifies if the Seller indemnifies the Buyer for certain product claims or if the Buyer indemnifies the Seller for modifications, ensuring each Party knows their responsibilities if legal action arises.
How Are IP Rights Handled?

Some items have embedded code or brand elements. This question clarifies if the Buyer receives a limited license or if the Seller retains ownership. It also addresses any brand usage or trademark issues. The text is self-contained, without referencing other answers.
What If the Seller Provides Defective or Fewer Goods?

The Buyer may want replacements, partial cancellation, or refunds. This question clarifies if the Seller must re-ship short items or fix defects, or if the Buyer can reduce payment. Each condition is self-contained, focusing on short shipment or defective goods remedy.
Who Handles Export/Import Licenses, Duties, or Customs?

International shipments might require compliance with local or foreign customs regulations. This question clarifies if the Seller or the Buyer obtains licenses, pays duties, or completes customs forms. Each condition is self-contained and does not reference other answers.
Must Either Party Keep Agreement Details Confidential?

Some B2B sales require confidentiality about pricing or other details. This question clarifies if the Parties are obligated to keep info secret and for how long. Each condition is self-contained, not referencing others in the same question.
What If the Seller’s Labeling Cause the Buyer Issues?

Goods might need certain packaging or regulatory compliance (chemicals, hazard warnings). If the Seller fails to meet them, the Buyer could face fines or lawsuits. This question clarifies the Seller’s liability for that shortfall, ensuring the Buyer can claim indemnity or remedy.
What If the Seller Misrepresents Nature or Authenticity of the Goods?

Some Sellers might claim goods are authentic or brand-certified but they are not. This question clarifies the Buyer’s remedy if that is proven false. It ensures the Buyer can return items or seek compensation if there was a material misrepresentation.
What If the Buyer Must Supply Specs or Materials but Delays?

Certain deals require the Buyer to give the Seller final designs, raw materials, or data. If the Buyer’s delay stalls production, the Seller may incur idle costs or extended timelines. This question clarifies the Buyer’s liability for those costs or whether the Seller can cancel.
If the Buyer Is Restricted from Certain Resales or Exports, Does Violating That Obligation Impose Liability?

Some goods cannot be freely resold or exported. This question clarifies the Buyer’s duty to comply with distribution limitations, and the Buyer’s liability if they breach them, ensuring the Seller isn’t penalized for the Buyer’s unauthorized actions.
What If the Buyer Cancels or Reduces Quantity of Goods?

Some Buyers change orders mid-production. This question clarifies the Buyer’s liability for materials, labor, or partial completions. Each condition stands alone, letting the Seller recoup wasted costs or impose fees if the Buyer decreases or cancels.
How Do the Parties Resolve Disputes?

The Parties might prefer arbitration or a specific court if conflicts arise. This question clarifies the chosen method, whether attorney fees can be recovered, and if the Parties must mediate first. Each condition is self-contained.
May Either Party Cancel?

Some deals allow cancellation if the Seller cannot deliver or the Buyer changes needs. This question clarifies how termination is triggered — failure to deliver, missed payments, or mutual agreement. Each choice stands alone, describing that scenario precisely.
Does a Force Majeure Clause Apply If Uncontrollable Events Prevent Performance?

Unavoidable events, including natural disasters, can excuse the Seller or the Buyer from timely performance. This question clarifies if either Party can postpone or cancel upon a prolonged event, preventing undue liability for missed deadlines beyond their control.
Add Your Own Clause to the Agreement?

You can add your own clause to the agreement. To do this, select the “Yes” option and enter the text of the condition, it will be included in the final version of the agreement.

1. OTHER TERMS AND CONDITIONS

1.1. Severability. The provisions of the Agreement shall be deemed severable, and the invalidity or unenforceability of anyone or more of the provisions hereof shall not affect the validity and enforceability of the other provisions of the Agreement.

1.1. Modification. The Agreement may be modified or amended only by a duly authorized written instrument executed by both Parties.

1.1. Entire Agreement. The Agreement contains the entire agreement and understanding between the Parties, and no statement, promise, agreement or understanding, written or oral, not contained in this Agreement shall have any force or effect.

1.1. Effective date. The effective date of the Agreement shall be the date set forth above as the “Effective date”, regardless of the date of actual signature of the Agreement by the Parties.

1.1. Governing Law and Venue. The Agreement and the performance under the Agreement shall be construed in accordance with and governed by the laws of the State of Specify the Statesga_state_choice, including the Uniform Commercial Code as adopted in that State, without regard to its conflict-of-laws rules. Except to the extent the Parties have elected arbitration or another dispute-resolution method in the Agreement, any court action arising out of or relating to the Agreement shall be brought in a court of competent jurisdiction in that State, and each Party submits to the personal jurisdiction and venue of those courts.

1.1. U.N. Convention Excluded. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to the Agreement.

1.1. Notices. Any notice under the Agreement must be in writing and is effective when delivered to the receiving Party at the address or email stated in the Agreement, by personal delivery, nationally recognized courier, certified mail (return receipt requested), or email with confirmation of receipt.

1.1. Assignment; Successors. Neither Party may assign the Agreement without the other Party’s prior written consent, except that either Party may assign to a successor in connection with a merger or sale of substantially all of its assets; any other assignment is void. The Agreement binds and benefits the Parties and their respective successors and permitted assigns.

1.1. Waiver. No waiver of any provision of the Agreement is effective unless in writing and signed by the waiving Party, and a Party’s failure or delay in enforcing any right does not waive that right or any other right.

1.1. Survival. Provisions that by their nature should survive (including confidentiality, warranties, indemnification, limitation of liability, and dispute resolution) survive completion or termination of the Agreement.

1.1. Electronic Signatures and Counterparts. The Agreement may be signed in counterparts, and the Parties consent to sign by electronic signature. An electronic signature, and a copy or electronic image of a signed document, has the same legal effect as an original handwritten signature and is enforceable under the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. Section 7001 et seq.) and the Uniform Electronic Transactions Act as adopted in the governing State.

Make sure that the conditions you need are selected and all fields are filled in