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Basic Contract For The Sale Of Goods
1. Introduction. Agreement made [date] between [name], whose office is located at [address] (Seller), and [name], with principal offices at [address] (Buyer).
2. Sale. Seller will sell and Buyer will buy goods of the following description and quantity: [list of goods] (hereafter the goods).
3. Purchase Price. The purchase price of the goods is ---------- dollars ($----------). In addition to the purchase price, Buyer will pay Seller the following incidental charges:
Transportation and delivery $----------
Other charges $----------
4. Payment. Buyer agrees to accept the goods and pay for them as follows: [method of acceptance and payment].
5. Delivery. Seller will deliver the goods to [address] no later than [date]. Delivery will be made in one unit or in lots of [number]. The goods will be packaged and crated in the following manner: [method of packaging]. The manner of delivery shall be by [method of shipment] and shall be subject to the following terms: [terms of delivery]. As soon as the goods are shipped, Seller will notify Buyer of the shipment in the following manner:
[method of notification].
6. Risk of Loss. The risk of loss as to the goods shall be borne by both Buyer and Seller from the time the goods are identified to the Contract until the goods are received by Buyer to the extent that either party is insured against such risk. If the combined insurance of Buyer and Seller exceeds the loss, the risk shall be shared in proportion to the respective insurance coverage of Buyer and Seller. If the combined insurance of Buyer and Seller fails to cover the loss, the loss in excess of the combined coverage shall be shared in the following manner: [method of allocating loss]. Upon receipt of the goods by Buyer, the risk of loss shall be solely that of Buyer.
7. Seller's Warranties and Representations.
a. Warranty of Title. Seller warrants that Seller has good title to the goods conveyed and has full authority to transfer the goods, and such transfer shall be free and clear of any security interest, lien, claim, or encumbrance of which Buyer has no knowledge at the time this Agreement is signed.
b. Warranty of Merchantability. Seller warrants that the goods delivered pursuant to this Agreement shall be of merchantable quality as defined by Section 2-314 of the Uniform Commercial Code.
c. Other Express Warranties. Seller warrants the following: [list].
d. Warranties Cumulative. All warranties created by this Agreement, whether express or implied or arising by operation of law, are cumulative and should be construed in a manner consistent with one another.
8. Disclaimer. SELLER DOES NOT WARRANT THE GOODS FOR ANY USES OTHER THAN THOSE ORDINARILY ASSOCIATED WITH SUCH GOODS AND MAKES NO WARRANTY THAT THE GOODS ARE FIT FOR ANY PARTICULAR PURPOSE OF BUYER.
9. Inspection and Rejection. Buyer may reject the goods if the goods or the tender of delivery fail in any respect to conform to the terms of this Agreement. In the event of a nonconformity sufficient to justify rejection, Buyer may, at its option, (a) reject the entire delivery; (b) accept the entire delivery; or (c) accept any commercial unit or units and reject the rest. The exercise of any of the options contained in the preceding sentence shall be without prejudice and with full reservation of any rights and remedies of Buyer attendant upon breach.Buyer will inspect the goods promptly upon their arrival at [address]. In the event of the nonconformity of the goods or tender of delivery, Buyer will exercise Buyer's right of rejection no later than [number] days after receipt of the goods. Notification of rejection shall be made in one of the following ways: [methods of notification]. Buyer will inform Seller of each defect on which the rejection is based.In addition to such other duties as the law may impose, Buyer, on making a rejection, will comply with all of Seller's reasonable instructions.If any expenses are incurred by Buyer in complying with such instructions, Seller shall indemnify Buyer promptly upon receiving Buyer's request therefor.
10. Liquidated Damages. If Seller fails to make delivery or repudiates this Agreement or Buyer rightfully rejects the goods or justifiably revokes acceptance of the goods, then, with respect to any goods involved, Seller shall pay Buyer the sum of ----------dollars ($----------) as liquidated damages. This figure does not include incidental or consequential damages to which Buyer retains full rights in the event of Seller's breach.
11. Remedies Cumulative. Any and all remedies conferred by this Agreement are cumulative with all rights and remedies available under the UCC or under any other principles of law and equity. Such rights and remedies shall not impair the rights and remedies of either party incident to any obligation that is collateral or ancillary to this Agreement.
12. Force Majeure. Seller shall be excused from performing any of Seller's obligations under this Agreement that are prevented or delayed by any occurrence not within Seller's control, including, but not limited to, destruction or damage to the goods or Seller's manufacturing plant, strikes or other labor disputes, floods, fire, accidents, riots, explosions, or any regulations, rules, ordinances, or orders of any governmental authority: federal, state, or local.
13. Presupposed Conditions. The following conditions are essential to the performance of this Agreement, and failure of any such condition shall give either party the right to terminate this Agreement on [number] days' written notice: [list of conditions].
14. Buyer Solvent. Buyer represents that when this Agreement was signed, Buyer was not insolvent within the meaning of the UCC or the bankruptcy laws of the United States.
15. Specific Performance. The goods sold pursuant to this Agreement are "unique" within the meaning of the UCC, giving Buyer the right to demand specific performance under this Agreement.
16. Assignment and Delegation. The rights and obligations of the parties under this Agreement may not be assigned or delegated by either party without the written, signed consent of the other.
17. Entire Understanding. This Agreement contains the entire understanding between Buyer and Seller and supersedes all previous agreements regarding the goods, whether oral or in writing.This Agreement cannot be modified or terminated except in accordance with its terms or by a writing signed by both parties.
18. Choice of Law. The terms and provisions of this Agreement shall be construed in accordance with the laws of [state].
19. Severability. If any of the terms or conditions of this Agreement are found to be illegal or unconscionable by a court of competent jurisdiction, the remaining terms and conditions of this Agreement shall stay in full force and effect.
*** If Required By State Law ***
This Section for Notary:
State of _________
County of ________ [COUNTY]
On [DATE] before me, [NAME OF NOTARY], notary, personally appeared [NAME OF PERSON(S) INVOLVED], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
My commission expires: _____