This is an agreement between a seller and a buyer for the purchase of goods. The
goods subject to the sale can be specified in the agreement itself or under “Exhibit A” of
the agreement. Additionally, this agreement specifies the costs, the interest rate, rights
of inspection, risk of loss, and when receipt can be construed as delivery. This
agreement can be used by individuals or small businesses that want to enter into a
transaction for the sale of specific goods.
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
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].
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]
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
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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.
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
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
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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
10. Receipt Construed as Delivery
Goods shall be deemed received by buyer when delivered to buyer at
_______________________________________ [address], __________ [city], __________
[county], _________________. [Instruction: Insert the address of Buyer where Goods
are desired to be received]
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: _____________________________________