VIEWS: 33 PAGES: 7 CATEGORY: Creating a Sales Agreement POSTED ON: 12/20/2011
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 Pennsylvania seeking to purchase or sell goods.
Sale of Goods Agreement This Sale of Goods Agreement is intended to be used for sale of tangible and 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 ocstoc Legal Agreements 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 risk. Docstoc, its employees or contractors who wrote or modified any form, are NOT providing legal or any other kind of advice and are not creating or entering into an Attorney-Client relationship. The information and forms ® are not a substitute for the advice of your own attorney. Subject to our Terms of Service (http://www.docstoc.com/popterm.aspx?page_id=15). See back cover page and read more here (http://www.docstoc.com/popterm.aspx?page_id=114) for additional disclaimers and more. This document is not approved, endorsed by, or affiliated with any State, or governmental or licensing entity. Entire document © Docstoc, Inc., 2010, 2011 © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 1 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 '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 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 the 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 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. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 2 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/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 Goods. 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], Pennsylvania. [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. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 3 If to Seller: _____________________________________ _____________________________________ _____________________________________ 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 Pennsylvania 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. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 4 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: © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 5 EXHIBIT A DESCRIPTION OF GOODS © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 6 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 ◊Where within this document you see this symbol: ◊ or an instruction states “Insert any number you choose◊,” or something similar, or there is a blank for the user to complete, please note that although Docstoc believes the information or number may be any that the user chooses, and that there is no law governing what the 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. INFORMATION AND FORMS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL DOCSTOC, INC., OR ITS AGENTS, OFFICERS, ATTORNEYS, ETC., BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE MATERIALS, EVEN IF DOCSTOC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Your use of this document is deemed to be your agreement to the foregoing, the disclaimers on the cover page, and that you have read and agree to our Terms of Service (http://www.docstoc.com/popterm.aspx?page_id=15), as well as our disclaimer that Legal information is not legal advice, and the important content available here: Read More (http://www.docstoc.com/popterm.aspx?page_id=114) © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 7 t available here: Read More (http://www.docstoc.com/popterm.aspx?page_id=114) © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 8
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