Agreement between Dealer and Customer for Sale of Goods
This Sales Agreement is made (date), between (Name of Dealer), a corporation
organized and existing under the laws of the state of (name of state), with its principal
office located at (street address, city, state, zip code), referred to herein as Dealer,
and (Name of Customer), a corporation organized and existing under the laws of the
state of (name of state), with its principal office located at (street address, city, state, zip
code), referred to herein as Customer.
For and in consideration of the mutual covenants contained in this Agreement, and
other good and valuable consideration, Dealer and Customer agree that the following
terms, provisions, and conditions will apply to all goods sold by Dealer to Customer, and
that all goods are sold by Dealer to Customer on the following terms, provisions, and
I. Proposal and Purchase Orders.
A. Dealer shall make all quotations and accept all orders on the terms and
conditions stated in this Agreement and in Dealer's proposals. The terms and
conditions set forth in Dealer's proposal can be modified or rescinded only in a
writing signed by Dealer. Dealer is not required to accept Customer's orders. The
terms and conditions set forth in this Agreement will be deemed incorporated in
any order by Customer. No term, provision, or condition stated by Customer in a
purchase order or elsewhere will be binding on Dealer if in conflict with,
inconsistent with, or in addition to the terms and conditions stated in Dealer's
proposal, unless expressly approved in writing by Dealer. If a conflict exists in the
terms of the Customer's purchase order and the terms of this Agreement, the
terms stated in this Agreement will govern, unless otherwise agreed in writing by
Dealer. Dealer's failure to object to provisions in Customer's purchase order will
not be deemed a waiver or modification of any of the terms and conditions set
forth in this Agreement.
B. All orders are subject to acceptance only at Dealer's place of business at
(street address, city, state, zip code).
C. Dealer's proposals are not offers, the acceptance of which becomes a
contract, unless expressly stated in the proposal, and prices stated in Dealer's
proposals are, in all events, subject to change without notice.
D. The designs and specifications of all goods sold are subject to change
without notice and, in the event of any changes, Dealer will have no obligation to
make similar changes in goods that Customer previously ordered.
E. All sales are final and may not be revoked, canceled, or returned by
Customer, unless Dealer specifically agrees in advance in writing. Once issued,
Customer cannot revoke or cancel an order without the Dealer's written consent.
Customer will pay Dealer a restocking charge of ______% of the purchase price
for the cancellation of standard items. Customer will pay Dealer the non-
recoverable expenses sustained by Dealer for cancellation of special or
nonstandard items, plus a cancellation charge equal to ______% of the purchase
A. Any delivery or shipment date quoted is approximate and subject to delays
caused by civil insurrection, war, fire, strike, acts of God, shortages of materials,
or failure of suppliers or subcontractors to satisfactorily meet scheduled
deliveries, any priorities imposed by any government or agency, or any other
factor or event beyond the control of Dealer or the manufacturer. No delay in
shipment or delivery will give rise to any liability for damages, including but not
limited to incidental or consequential damages, and Customer waives and
releases any such claim. Customer's acceptance of goods also constitutes a
waiver of any claim for delay.
B. Notwithstanding any other provision to the contrary, Dealer may, without
liability, at any time withhold or terminate performance pending:
1. Receipt of evidence of the authority of individuals signing on
2. Investigation of Customer's credit;
3. Any assurances of payment that Dealer deems necessary;
4. Receipt of Customer's purchase order; or
5. Other documentation or information.
Customer warrants that any and all documents or information that Customer
provides Dealer are and shall be true and accurate.
C. Customer will inspect the goods at the time of delivery and will notify
Dealer in writing of any claims or defects within (number) days after delivery.
Failure of Customer to give written notice of a claim within the time period above
will be conclusively deemed to be a waiver of that claim and Customer will have
waived any right to reject the goods or to revoke acceptance of the goods. In no
event may Customer set off payment for any rejected or revoked acceptance
goods against payment due on goods accepted.
D. The risk of loss or damage to goods will pass to Customer when placed
with a common carrier at the F.O.B. point for delivery to Customer. Insurance
against loss or damage to the goods during shipment is the Customer's
A. A nonrefundable deposit of ______% of the purchase price is required at
the time of order, unless otherwise provided in Dealer's proposal.
B. Customer agrees to pay for all goods purchased on delivery of the goods
to Customer, unless otherwise stated in Dealer's proposal or invoice for the
C. All payments are due and payable to Dealer at its office at (street address,
city, state, zip code).
D. There will be no extension of or change in the time for payment due to
delays in installation or operation of goods caused by damage, warranty service,
or warranty replacement of parts.
E. Unless otherwise stated, all prices are F.O.B. at the manufacturer's
location. Prior to shipment, on the Customer's written request, the goods will be
made available for inspection.
F. All prices are subject to all federal, state, local sales, use, excise and other
taxes on the production, sale, use, or shipment of the goods sold, now or
subsequently becoming effective, and if not included in the invoice for the goods,
that amount may be invoiced later.
G. Unless otherwise specified in writing, the purchase price for goods does
not include delivery, shipping, transportation, setup, and installation charges,
which will be paid by Customer.
H. Customer will be conclusively deemed to have accepted and agreed to
any invoice from Dealer (including but not limited to the price, quantity, quality,
and description of the goods as stated on the invoice and any and all terms,
provisions, conditions, agreements, representations, and warranties on the
invoices), unless Dealer receives written objection to the invoice from Customer
within (number) days after the date the invoice is sent to Customer.
I. If payment is not made when due, or if Customer otherwise violates this
Agreement, Customer will pay Dealer a late charge at the rate of ____% per
annum on the amount due, plus Dealer's reasonable attorney's fees for all
matters including but not limited to appeals, mediation, and bankruptcy
proceedings, plus other costs of collection (including but not limited to costs of
enforcing or contesting Dealer's security interest in the goods, costs of removing,
repairing, and reselling the goods, long distance, copies, postage, filing fees,
storage, and other expenses).
J. The place of sale of all goods is Dealer's place of business at (street
address, city, state, zip code), even if the place of delivery is elsewhere.
IV. Security Interest. In consideration of Dealer selling Customer goods from time
to time, and for other good and valuable consideration, Customer grants to Dealer a
continuing first purchase money security interest and lien in the following as security for
the payment to Dealer of the purchase price for goods sold by Dealer to Customer and
for all other amounts due from Customer to Dealer from time to time:
A. All goods purchased from Dealer by Customer;
B. All inventory of Customer now owned or subsequently acquired from
C. All proceeds of the foregoing; and
D. All accounts resulting from the foregoing.
This lien will constitute a continuing purchase money security interest. Dealer
may file a photocopy of this Customer Agreement as a financing statement.
Customer agrees to sign and deliver to Dealer for filing a UCC-1 financing
statement on Dealer's request at any time. Customer agrees to keep all proceeds
of the collateral separate and identifiable; Customer agrees not to commingl