Georgia Sale of Goods Agreement


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                             This Sale of Goods Agreement is used for the sale of goods by a seller to a buyer. This
                             document contains terms intended to best protect and serve interests of both parties
                             including a description of the goods, the purchase price and a right of inspection. This
                             agreement contains a warranty that the seller owns the goods and has the right to transfer
                             them. It contains no other warranties and expressly states that the goods are sold "as is".
                             This document is useful to parties located in Georgia seeking to purchase or sell goods.

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                                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 '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 'Buyer' of the Other

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 the Goods].


   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 transferred or sold by the Seller in the Exhibit A
   attached at the end of this document]

2. Consideration

   Buyer shall accept the Goods and pay _________ ($____) [◊ Instruction: Insert the
   Purchase amount, e.g., two hundred fifty thousand dollars ($250,000)] for the Goods,
   subject to Buyer's right of inspection as set forth in Section 4 below.

3. Interest Rate

   Interest rate on all late payments 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 Seller of any claim for damage on account of the condition, grade
   or quality of the Goods, and must specify the basis of his/her claim in detail. The failure of
   Buyer to comply with these rules shall constitute irrevocable acceptance of the Goods.

5. Transfer of Title

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   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/she neither knows, nor has reason to know, of
   the existence of any outstanding title or claim of title hostile to the rights of Seller in the

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

   The Goods shall be deemed received by Buyer when delivered to Buyer at
   _______________________________________ [address], __________ [city], __________
   [county], Georgia. [Instruction: Insert the address of Buyer where the 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 Agreement 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 Georgia 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.

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 Agreement except in writing and signed by both parties.
   This Agreement 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.

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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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