Sales Agreement
An agreement for the sale of goods between two businesses. Template v1.0.
Date of this agreement: Date of this agreement
Seller: Seller
Buyer: Buyer
The Seller agrees to sell and the Buyer agrees to buy the goods below (the Goods) on these terms.
1. Goods
Description and quantity:
2. Price and payment
Total price: Total price
Deposit due on signing: Deposit
Balance due: When the balance is due
The price includes packing and excludes taxes, which are added as the law requires. The deposit counts toward the price. If the Buyer pays late, the Seller may charge interest at a reasonable rate the law allows and may hold further deliveries until it is paid.
3. Delivery
Delivery terms: Delivery terms
Delivery date: Delivery date
The Seller will tell the Buyer promptly of any expected delay. If delivery is more than 30 days late for a reason within the Seller's control, the Buyer may cancel and receive its deposit back.
4. Title and risk
Risk in the Goods passes to the Buyer on delivery. Ownership passes when the Seller has received the full price. Until then, the Buyer keeps the Goods safe and insured and may resell them only in the ordinary course of its business.
5. Inspection
Days the Buyer has to inspect after delivery: 10
The Buyer may inspect the Goods within that time and reject any that do not conform by written notice giving reasons. Goods not rejected in time are treated as accepted, but the warranty still covers hidden defects.
6. Warranty
Warranty period from delivery: 12 months
For that period, the Seller warrants that the Goods will match the description, be free from defects in materials and workmanship, and be of satisfactory quality. The warranty does not cover misuse, accident, normal wear or changes made without the Seller's approval. As far as the law allows, no other warranty is given.
7. Remedies
For Goods that are rejected or fail under the warranty, the Seller will repair or replace them, or refund their price, within a reasonable time. The Buyer may choose a refund if repair or replacement fails or is not possible. Either party may also recover other losses the law allows, subject to Section 8.
8. Limitation of liability
Neither party is liable for indirect or consequential loss, such as lost profits. Each party's total liability under this agreement is limited to the total price. These limits do not apply to the Buyer's duty to pay, to fraud, to death or personal injury caused by negligence, or to any liability that cannot be limited by law.
9. Force majeure
Neither party is liable for delay or failure caused by events beyond its reasonable control, such as natural disasters, war, epidemics or government action. The affected party must tell the other promptly and try to limit the effect. If the event lasts more than 60 days, either party may cancel the undelivered part by written notice, and any deposit paid for it is refunded.
10. Cancellation
The Buyer may cancel by written notice before the Goods are shipped. The Seller may then keep from the deposit its reasonable costs already incurred, and must refund the rest. Either party may cancel by written notice if the other commits a serious breach and does not fix it within 14 days of being told.
11. Governing law and general terms
This agreement is governed by the laws of:
Governing law
This is the whole agreement for this sale. A change is valid only in writing signed by both parties. If a term cannot be enforced, the rest still applies. It may be signed electronically and in counterparts.
