[Your Company Name], a
company organized and existing under the laws of [Your Jurisdiction], with its
principal place of business at [Your Company Address] ("Seller"), and
[Client's Name], a
company organized and existing under the laws of [Client's Jurisdiction], with
its principal place of business at [Client's Address] ("Buyer").
1. Sale of Goods
Seller agrees to sell,
and Buyer agrees to purchase, the following goods ("Goods"):
Description of Goods:
[Provide a detailed description of the goods being sold]
Quantity: [Specify the
quantity of goods to be sold]
Price: [Specify the
price per unit or total price for the goods]
2. Payment Terms
Buyer agrees to pay
Seller the total amount of [Total Amount] for the Goods in accordance with the
following payment terms:
Payment Method:
[Specify the accepted payment methods, such as bank transfer, check, or credit
card]
Payment Schedule:
[Specify the schedule for payment, including any installment payments or
milestones]
3. Delivery
Seller shall deliver
the Goods to Buyer at the following location: [Delivery Address]. The delivery
shall be completed by [Delivery Date].
4. Inspection and
Acceptance
Upon delivery, Buyer
shall have a period of [Number] days to inspect the Goods and notify Seller of
any defects or non-conformities. If Buyer does not notify Seller of any defects
within the specified period, the Goods shall be deemed accepted.
5. Title and Risk of
Loss
Title to the Goods
shall pass to Buyer upon delivery, and risk of loss or damage to the Goods
shall pass to Buyer upon delivery.
6. Warranties
Seller warrants that
the Goods shall conform to the description provided herein and shall be free
from defects in materials and workmanship.
7. Limitation of
Liability
Seller's liability
under this Agreement shall be limited to the total amount paid by Buyer for the
Goods.
8. Governing Law
This Agreement shall be
governed by and construed in accordance with the laws of [_____Jurisdiction_____].
10. Inspection and
Testing
Outline the procedures
for inspection and testing of the goods, including any requirements for
third-party inspection or testing if necessary. Specify who will bear the costs
associated with inspection and testing.
11. Packaging and
Shipment
Detail the packaging
requirements for the goods to ensure safe transport and delivery. Specify
whether the seller or buyer is responsible for providing packaging materials
and covering associated costs. Include provisions for shipment, such as
transportation method, shipping terms and who is responsible for freight
charges.
12. Intellectual
Property
Address any
intellectual property rights associated with the goods, including ownership of
trademarks, patents, copyrights, or trade secrets. Specify whether the buyer
will have the right to use any intellectual property associated with the goods
and any restrictions on such use.
13. Force Majeure
Include a force majeure
clause to address unforeseen events or circumstances beyond the control of the
parties that may affect their ability to perform under the agreement. Specify
the rights and obligations of the parties in the event of a force majeure event,
including any extensions of time for performance or termination rights.
14. Confidentiality
Include provisions to
protect the confidentiality of any proprietary or confidential information
exchanged between the parties in connection with the sale of goods. Specify the
scope of confidentiality obligations and any exceptions to confidentiality.
15. Dispute Resolution
Outline the procedures
for resolving disputes that may arise under the agreement, including
negotiation, mediation, and arbitration. Specify the governing law and
jurisdiction for any legal proceedings related to the agreement.
16. Amendments
Include provisions
specifying how the agreement may be amended or modified, including requirements
for written consent from both parties.
17. Severability
Include a severability
clause to ensure that if any provision of the agreement is found to be invalid
or unenforceable, the remaining provisions will remain in full force and
effect.
18. Waiver
Specify that any waiver
of rights or remedies under the agreement must be in writing and signed by the
party granting the waiver.
9. Entire Agreement
This Agreement
constitutes the entire agreement between the parties with respect to the sale
of the Goods and supersedes all prior agreements, understandings, and
representations, whether oral or written.
IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first above written.
[Your Company Name]
By:
____________________________
[Your Name], [Your
Position]
[Client's Name]
By:
____________________________
[Client's Name],
[Client's Position]
