Sale of Goods Agreement
This Sale of Goods Agreement is intended to be used for sale of tangible and
ocstoc Legal Agreements
intangible goods by seller to buyer. This document contains terms intended
to best protect and serve interests of both parties. Proper inspection
procedure and return of goods is crafted to protect buyer from default
products. Users can use Exhibit A to provide detail description of the goods.
ALL INFORMATION AND FORMS ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED
WARRANTY, INCLUDING AS TO LEGAL EFFECT OR COMPLETENESS. They are for guidance and should be
modified by you or your attorney to meet your specific needs and the laws of your state. Use at your own
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Entire document © Docstoc, Inc., 2010, 2011
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Attorney Drafted
SALE OF GOODS AGREEMENT
THIS SALE OF GOODS AGREEMENT (“Agreement”) is made ____ [Month] ____
[Date], 20____ between _______________________ [Instruction: Insert the name of
Company], a company registered under ___________________________ [Instruction: Insert
the State Company Act under which it is registered], and having its registered office at
________________________________ [Instruction: Insert the address of Company],
hereinafter referred to as 'the Seller' of the One Part and ________________________________
[Instruction: Insert the Name of Company], a company registered under the
_________________________ [Instruction: Insert the State Company Act under which
Company is registered] and having Its registered office at _____________________________
[Instruction: Insert the Address of Company], hereinafter referred to as 'the Buyer' of the
Other Part.
1. Sale of Goods [Instruction: Choose any one clause below]
Seller shall sell, transfer and deliver to buyer, the following personal property:
___________________________________________________________________________
___________________________________________________________________________
(hereinafter the “Goods”) [Instruction: Insert the description of Goods].
Or
Seller agrees to sell, transfer and convey to buyer, and buyer agree to purchase the tangible
personal property listed under Exhibit A (hereinafter the “Goods”) attached hereto.
[Instruction: List the goods to be transfer or sell by the seller in the Exhibit A attached
at the end of this document]
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2. Consideration
Buyer shall accept the goods and pay _________ ($____) [◊ Instruction: Insert the
Purchase amount E.g., two hundred and fifty thousand dollars only ($250,000)] for the
goods, subject to Buyer's right of inspection as set forth in Section 4below.
3. Interest Rate
Interest rate on all late payment of the Purchased Price shall be equal to _________ percent
(__ %), or the maximum rate allowed by law, of the overdue balance amount each month.
4. Right of Inspection
The buyer shall have the right to examine the goods on receipt, and has ____ (__) [◊ Four
(4)] business days to notify the seller of any claim for damage on account of the condition,
grade or quality of the goods, and must specify the basis of his claim in detail. The failure of
the buyer to comply with these rules shall constitute irrevocable acceptance of the goods.
5. 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.
6. Loss of risk
Until received by Buyer, all risk of loss to the above-described goods specified in Section 1
is borne by Seller.
7. Warranty
Seller warrants that the goods are free from any and all security interests, liens, and
encumbrances. Further, Seller warrants that he neither knows nor has reason to know, of the
existence of any outstanding title or claim of title hostile to the rights of the Seller in the
goods.
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8. Disclaimer
Except for the warranty as mentioned in clause 7 above, Seller hereby disclaims all
warranties, express or implied, including without limitation the implied warranties of
merchantability and fitness of the goods for a particular purpose. The goods are sold by
Seller “as is,” Seller shall have no responsibility or liability for them.
9. Limitation of Seller’s Liability
Buyer specifically agrees that Seller’s entire liability for any and all damage, injury or loss
(regardless of the nature or extent of Buyer’s damage, injury or loss) arising out of or related
to the goods purchased from Seller shall be the total price paid by Buyer to Seller for the
goods purchased hereunder. Buyer further agrees that under no circumstances shall Seller be
liable, either under this agreement or under any theory of intentional tort, negligence, strict
liability, statutory liability, warranty or otherwise, for any actual, direct, indirect, incidental,
special, exemplary, punitive or consequential damages, including, without limitation, Buyer’s
lost profits.
10. Receipt Construed as Delivery
Goods shall be deemed received by buyer when delivered to buyer at
_______________________________________ [address], __________ [city], __________
[county], Alaska. [Instruction: Insert the address of Buyer where Goods are desired to
be received]
11. Notice
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 United States Postal Service, personal delivery or
recognized overnight delivery services such as FedEx.
If to Seller: _____________________________________
_____________________________________
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_____________________________________
If to Buyer: _____________________________________
_____________________________________
_____________________________________
12. Waiver
The failure to exercise any right provided in this Agreement shall not be a waiver of prior or
subsequent rights.
13. Force Majeure
Seller may, without liability, delay performance or cancel this Contract on account of force
majeure events or other circumstances beyond its control, including, but not limited to,
strikes, acts of nature, political unrest, embargo, failure of source of supply, or casualty.
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. Governing Law/Jurisdiction
This Agreement shall be construed in accordance with and governed for all purposes by the
laws of Alaska applicable to contracts executed and wholly performed within such
jurisdiction. Any dispute arising hereunder shall be referred to and heard in only a court
located in _______________ [Instruction: Insert the County].
If any provision of this Agreement is found by a court of competent jurisdiction to be
unenforceable, that provision shall be severed and the remainder of this Agreement shall
continue in full force and effect.
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16. Miscellaneous
This Agreement contains the entire agreement between the parties and supersedes and
replaces all such prior agreements with respect to matters expressly set forth herein. No
modification shall be made to this Contract except in writing and signed by both parties. This
Contract shall be binding upon the parties and their respective heirs, executors,
administrators, successors, assigns and personal representatives.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above
For: SELLER For: BUYER
Signed:_________________________________ Signed:_______________________________
Name: Name:
Title: Title:
Date: Date:
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EXHIBIT A
DESCRIPTION OF GOODS
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Note: Carefully read and follow the Instructions and Comments contained in this document for
your customization to suit your specific circumstances and requirements. You will want to
delete the Instructions and Comments from open bracket (“[“) to close bracket (“]”) after
reading and following them. You (or your attorney) may want to make additional modifications
to meet your specific needs and the laws of your state
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information or number should be, you might want to verify this, including by consulting with your own attorney
practicing in your state, and be reasonable.
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(http://www.docstoc.com/popterm.aspx?page_id=15), as well as our disclaimer that Legal information is not
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