The Sales Agreement template outlines the terms and conditions of a sales transaction between a Seller and a Buyer, including details about the sale of goods, delivery, payment, warranty, limitations of liability, and governing law. The template includes an Exhibit A for describing the goods, delivery location, delivery date, purchase price, payment terms, and warranty period. The Agreement may be executed in counterparts and constitutes the entire agreement between the parties.
This Sales Agreement (the “Agreement”) is entered into on [date] by and between [seller’s name] (the “Seller”), and [buyer’s name] (the “Buyer”).
1. Sale of Goods. The Seller agrees to sell and the Buyer agrees to purchase the goods (the “Goods”) described in Exhibit A attached hereto for the purchase price of [purchase price] (the “Purchase Price”).
2. Delivery. The Seller shall deliver the Goods to the Buyer at the location specified in Exhibit A on or before [delivery date]. The Buyer shall be responsible for all shipping and handling costs associated with the delivery of the Goods.
3. Title and Risk of Loss. Title to the Goods shall pass to the Buyer upon delivery, and the risk of loss or damage to the Goods shall transfer to the Buyer upon delivery.
4. Inspection and Acceptance. The Buyer shall have [number of days] days from the date of delivery to inspect the Goods and notify the Seller in writing of any defects or nonconformities. If the Buyer fails to notify the Seller of any defects or nonconformities within the specified time period, the Goods shall be deemed to have been accepted by the Buyer.
5. Payment. The Buyer shall pay the Purchase Price to the Seller in accordance with the payment terms set forth in Exhibit A.
6. Warranty. The Seller warrants that the Goods shall be free from defects in material and workmanship for a period of [warranty period] from the date of delivery. If the Buyer discovers any defects in the Goods during the warranty period, the Buyer shall notify the Seller in writing and the Seller shall, at its option, either repair or replace the defective Goods.
7. Limitation of Liability. The Seller’s liability under this Agreement shall be limited to the Purchase Price paid by the Buyer for the Goods. In no event shall the Seller be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with this Agreement.
8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of [state].
9. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.
10. Amendments. This Agreement may not be amended or modified except in writing signed by both parties.
11. Waivers. No waiver of any breach of this Agreement shall be deemed a waiver of any other or subsequent breach.
12. Notices. Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been properly given when delivered in person, sent by certified mail, return receipt requested, or by email to the addresses set forth below.
13. Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The parties have executed this Agreement as of the date first above written.