Form: Purpose of Form:
Contract for Sale of Goods This is a sample Agreement for the sale of goods. It is pro-seller oriented.
CONTRACT FOR SALE OF GOODS
This Agreement ("Agreement") is entered into by and between [NAME OF SELLER] ("Seller") and [NAME OF BUYER] ("Buyer"). 1. Sale of Goods. Buyer hereby agrees to purchase from Seller the goods (the "Goods") described in Exhibit A attached hereto. 2. Price & Manner of Payment. (a) Price. The price for the Goods is set forth in Exhibit A.
(b) Payment. Buyer shall make payment for the Goods no later than [DATE]. Payment will be by [company check][wire transfer][credit card][other means of payment]. (c) Late Payments. Any amounts payable by Buyer hereunder which remain unpaid after the due date shall be subject to a late charge equal to 1.5% per month from the due date until such amount is paid. 3. Delivery. Seller shall use its reasonable efforts to deliver the Goods to Buyer on of before [DATE]. Delivery shall be made by [U.P.S.][Federal Express][other] to Buyer at the following address: [INSERT BUYER’S ADDRESS]. If the delivery is not made within ___ days of the scheduled delivery date, other than because of the fault of Buyer or by force majeure (as set forth in Section 8(l)), Buyer may cancel its purchase of the Goods. All transportation, shipping and handling charges shall be paid by Buyer. Buyer bears all risk of loss or damage to the Goods after the Goods have been received by Buyer. 4. Disclaimers and Warranty.
(a) Encumbrances. Subject to Section 8(d), Seller warrants that the Goods are now free, and that at the time of delivery shall be free from any security interest, lien or other encumbrance. Seller warrants that at the time of signing this Agreement, Seller 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. (b) Material Defects. Seller warrants that, at the time of delivery, to the Seller’s knowledge, the Goods will be free from material defects in materials and workmanship. Buyer shall have the right and obligation to inspect the Goods on arrival and, within three (3) days of receipt, Buyer must give specific written notice to Seller of any problems or defects associated with the Goods at the time of delivery. Failure to provide such specific written notice within said three (3) day period shall result in Buyer’s deemed irrevocable waiver of any right to make any claim against Seller with respect to problems associated with the Goods.
(c) Exclusions from Warranty. Excluded from the warranty are problems due to accidents, misuse, misapplication, storage damage, delivery damage, negligence, or other harm to the Goods, provided Seller is not the direct actual cause of such problems. (d) No Other Warranty. THE WARRANTY SET FORTH IN THIS SECTION 4 IS EXCLUSIVE AND IN LIEU OF ALL OTHER INDEMNITIES OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 5. Nondisclosure. By virtue of this Agreement, Buyer may have access to information that is confidential to Seller ("Confidential Information"). Confidential Information shall include, but not be limited to, the terms and pricing under this Agreement, the technical and other specifications for the Goods and all information identified as confidential. Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of Buyer; (b) was in the Buyer's lawful possession prior to the disclosure and had not been