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Sales Contract

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					Sales Contract
This Sales Contract is a generic contract that can be used to record the sale of goods
between a buyer and a seller. This contract allows the buyer to pay a down payment
and pay the balance of the purchase price using monthly installment payments.
Customize the information of the parties, the goods being sold, the purchase price, the
method of delivery, and more. This agreement is ideal for individuals or small
businesses that want to buy or sell goods on an installment payment basis.
                                          SALES AGREEMENT

THIS SALES AGREEMENT (hereinafter referred to as the “Agreement”), is made on
______________________      [Instructions:  Insert    the   date]    by     and     between
___________________ [Instructions: Insert the Seller’s name] (hereinafter referred to as the
“Seller”) of _____________________________________ [Instructions: Insert the Seller’s
address] and ___________________ [Instructions: Insert the Buyer’s name] (hereinafter
referred to as the “Buyer”) of _____________________________________. [Instructions:
Insert the Buyer’s address]

WHEREAS, Buyer wishes to acquire the goods set forth in Exhibit “A”, attached hereto and
incorporated herein (the “Goods”), from Seller; and subject to the terms and conditions hereof,
Seller desires to transfer Seller’s entire right, title and interest in and to the Goods to Buyer.

NOW, THEREFORE, in consideration of good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Seller and Buyer hereby agree as follows:

1.       PURCHASE PRICE

In consideration of Seller’s transfer of right, title and interest in and to the Goods, Buyer shall
pay to the purchase price set forth in Exhibit “A” (the “Purchase Price”), which shall be paid by
Buyer as follows:

       a.     A down payment in the amount of ___________ Dollars ($_____) [Instructions:
Insert the down payment amount] (the “Down Payment”), which shall be due and payable
upon the execution of this Agreement; and

       b.      The balance of the Purchase Price (i.e. ___________ Dollars ($_____)
[Instructions: Insert the balance of the purchase price]), together with compound interest,
accruing from the date hereof until paid in full, at the rate of ___________ (__%) per annum
[Instructions: Insert the interest rate] (the “Balance”), which shall be due and payable as
follows:

              i.       Commencing on ______________ [Instructions: Insert the date the
Buyer will start making monthly payments] and continuing until the entire Balance, including
the principal and all interest accrued, is paid in full, Buyer shall make monthly installments of
___________ Dollars ($____) [Instructions: Insert the Buyer’s monthly payment amount]
per month (each a “Monthly Installment”), payable on the ___________ [Instructions: Insert
the day of the month that payment is due e.g. “first” or “tenth”] day of each month
(“Installment Due Date”). The entire Balance, including the principal and all interest accrued,
shall be due and payable in full on or before ______________. [Instruction: Insert the final
date of payment]

              ii.       Buyer reserves the right to prepay the Balance, in whole or in part, with no
prepayment penalty. All payments, when paid, shall be applied first to the payment of accrued
interest and then the remainder thereof to principal. All computations of interest will be made by


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Seller on the basis of a three hundred sixty five (365) days year, for the actual number of days
elapsed in the relevant period. In no event shall interest to be paid hereon exceed the maximum
rate permitted by applicable law and, if, for any circumstances whatsoever fulfillment of any of
the provisions of this Agreement shall require exceeding such maximum rate, the obligation to
be fulfilled shall be reduced to the limit thereof; any sums received by Seller in excess of such
maximum rate shall be applied to the unpaid principal of the Balance.

2.       SALE OF THE GOODS

Upon execution of this Agreement and Seller’s receipt of the Down Payment, Seller shall sell,
transfer, assign, deliver, set over and convey to Buyer all of Seller’s right, title and interest in and
to the Goods in perpetuity (or for the longest period of time otherwise permitted by law), all
subject to Seller’s security interest in the Goods pending complete payment of the Balance and
Seller’s rights upon Buyer’s default hereunder.

3.       DELIVERY OF THE GOODS

The costs of delivery of the Goods shall be included in the Purchase Price. Seller shall cause the
goods to be delivered to _________________ [Instructions: Insert the Courier’s name] on or
before _______________ [Instructions: Insert the delivery date] for ________________
[Instructions: Insert the type of shipment] delivery to Seller. Seller shall bear the risk of loss
for the Goods until the Goods are delivered to Seller and shall obtain appropriate shipping
insurance for the Goods. It is acknowledged that time is of the essence in the performance of
this Agreement.

4.       TAXES

Sales tax shall be included in the Purchase Price. Buyer shall be responsible for all other taxes,
whether federal, state or local, that arise as a result of the sale of the Goods.

5.       REPRESENTATIONS AND WARRANTIES

         a.     Seller represents and warrants that: (i) Seller is the legal owner of the Goods; (ii)
the Goods are free from all liens, encumbrances liabilities, and adverse claims of any nature
(individually and collectively, “Adverse Claims”); (iii) Seller has the full right and authority to
sell, transfer, assign, deliver, set over and convey the Goods to Buyer; and (iv) Seller shall
indemnify and hold harmless Buyer from and against any damage or liability, including
reasonable attorneys' fees and legal expenses actually incurred and paid by Buyer for or on
account of any charge, claim, suit or proceeding that alleges or is based upon an Adverse Claim
with regard to the Goods;

        b.     Except as otherwise represented and warranted in the prior subparagraph, the
parties acknowledge and expressly agree that the Goods is being sold on an “as is, where is”
basis, without warranty of any kind, whether express or implied, regarding the condition of the
Goods. Buyer’s purchase of the Goods shall be conclusive evidence that Buyer has inspected the
Goods and found the Goods satisfactory in all respects. Any defects, whether patent or latent,



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and all repairs are the sole responsibility of the Buyer. Seller neither assumes, nor authorizes any
other person or entity to assume on its behalf, any liability in connection with the sale of the
Goods. Seller's disclaimers of warranty do not affect the terms or applicability of any warranty
from the Good’s manufacturer that may be applicable to the Goods.

        c.     Except as otherwise expressly provided in this Agreement, the parties
acknowledge and expressly agree that Seller shall not be liable for any direct, indirect, incidental,
special or consequential damages, of any nature resulting from the use or the inability to use the
Goods. Buyer hereby expressly waives any right to direct, indirect, incidental, special or
consequential damages for claims disputes and other matters arising out of or relating to this
Agreement and/or the Goods. Notwithstanding anything to the contrary contained herein,
Seller’s maximum liability to Buyer arising hereunder shall be limited to the sums paid by Buyer
to Seller hereunder.

6.       INSPECTION

Upon delivery of the Goods, Buyer shall have a reasonable opportunity to inspect the Goods to
determine if the Goods conform herewith. In the event that, during the course of such
inspection, Buyer determines that the Goods (or any portion thereof) are non-conforming, Buyer
may return the non-conforming Goods to Seller at [Instruction: Choose one] Buyer’s /// Seller’s
expense, provided that Buyer provides Seller with written notice of such non-conformity and
returns the non-conforming Goods within ___________ (__) [Instruction: Insert the number of
days a party has to inspect goods] days following such notice. Upon receipt of the non-
conforming Goods, Seller shall have ___________ (__) [Instruction: Insert the number of
days a party has to inspect goods] days to remedy such defect by either: (a) if feasible,
providing substitute conforming goods; or (b) returning to Seller the pro-rated portion of the
Purchases Price.

7.       DEFAULT

       a.      Buyer shall be deemed to have defaulted on this Agreement if: (i) Buyer fails to
make a Monthly Installment payment by or before the applicable Monthly Installment Date and
such failure continues for a period of ___________ (__) [Instruction: Insert the number of
days Buyer has to make payments] days following such date; (ii) Buyer voluntary or
involuntary files a petition for relief under the United States Bankruptcy Code, or any other
proceeding is initiated for the general relief of Buyer’s debtors; or (iii) Buyer executes an
assignment for the benefit of Buyer’s creditors or a receiver, custodian, trustee, or similar party is
appointed to take possession of the Buyer’s assets or property.

       b.      In the event that Buyer defaults on this Agreement, all of the unpaid principal
balance hereof, together with all accrued but unpaid interest, shall be due and payable, at the
option of the Seller. Failure to exercise this option shall not constitute a waiver of the right to
exercise the same in the event of any subsequent default. Upon such default, Buyer shall pay all
reasonable costs of collection, including without limitation, court costs, reasonable attorney’s
fees and expenses, and all other expenses of collection permitted by law. Buyer expressly




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waives presentment, protest and demand, notice of protest, demand and dishonor and
nonpayment of this Agreement as well as all other notices of any kind.

8.       MISCELLANEOUS

        a.      All notices and/or requests for approvals ("notices") that either party hereto is
required or may desire to give to the other party shall be given in writing by addressing the same
to the other party at the addresses set forth above or at such other address as may be designated
in a notice to the other party. Notices shall be made by personal delivery, courier, or by certified
U.S. mail, return receipt requested, postage prepaid. Notice shall be deemed given on the date of
delivery to the other party.

        b.     This Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and assigns. Notwithstanding the foregoing, neither party
shall assign or transfer any of its benefits or obligations arising hereunder without the other
party’s prior written consent.

       c.       In the event that any provision or part of this Agreement shall be deemed void or
invalid by a court of competent jurisdiction, the remaining provisions or parts shall be and
remain in full force and effect.

       d.     This Agreement constitutes the entire agreement between the parties hereto with
respect to the specific subject matter hereof and supersedes all prior agreements or
understandings of any kind with respect to the specific subject matter hereof.

         e.     Any modification to this Agreement must be in writing and signed by the parties
or it shall have no effect and shall be void.

       f.      No failure by either party to pursue any remedy resulting from a breach of any
provision of this Agreement by the other party shall be construed as a waiver of that breach or as
a waiver of any subsequent or other breach unless such waiver is in writing and signed by an
authorized representative of the non-breaching party.

       g.     This Agreement shall be governed in accordance with the laws of the State of
________________, [Instructions: Insert the state’s laws that will govern this agreement]
applicable to agreements to be wholly performed therein, without giving effect to its laws
governing conflict of laws.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set
forth above.

SELLER:                                                          BUYER:


__________________________                                       __________________________
__________ [Instructions: Insert name]                           __________ [Instructions: Insert name]



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                                                   EXHIBIT “A”


1.       THE GOODS

Good Name                                Description                      Good Number




2.       PURCHASE PRICE

Price of Good:                   $__________ [Instructions: Insert good price]

Sales Tax:                       $__________ [Instructions: Insert sales tax]

Delivery Cost:                   $__________ [Instructions: Insert delivery cost]


PURCHASE PRICE:                  $__________ [Instructions: Insert purchase price]




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Description: This Sales Contract is a generic contract that can be used to record the sale of goods between a buyer and a seller. This contract allows the buyer to pay a down payment and pay the balance of the purchase price using monthly installment payments. Customize the information of the parties, the goods being sold, the purchase price, the method of delivery, and more. This agreement is ideal for individuals or small businesses that want to buy or sell goods on an installment payment basis.