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Sale of Goods Agreement

AGREEMENT made [date] between [name], with offices at [address] (Seller), and [name], with offices at [address] (Buyer).

01. Sale. Seller will sell to Buyer [number and items] to be manufactured in accordance with Buyer's specifications, which are attached to and made a part of this Agreement [omitted].

02. Delivery. Seller will deliver the units as they are manufactured, the last unit to be delivered no later than [date] at Buyer's plant located at [address].

03. Purchase Price. The purchase price of the goods, exclusive of installation, is ---------- dollars ($----------) for each unit delivered to Buyer. The charge for installation is ---------- dollars ($----------) for each unit installed.

04. Payment of Purchase Price. The purchase price of the goods shall be paid as follows:

a. Deposit. Simultaneously with the execution of this Agreement, Buyer will deposit with Seller the sum of ---------- dollars ($----------) for each unit to be manufactured.

b. Balance on Delivery. The balance of the purchase price for each unit shall be paid upon the delivery to Buyer of that unit.

05. Payment of Installation Charge. The installation charge shall be payable as follows: ---------- percent (----------%) upon commencement of installation of each unit and ---------- percent (----------%) upon completion of installation of that unit. The balance shall be paid when all units have been installed.

06. Assignment of Rights or Delegation of Performance. Neither party may assign its rights or delegate its performance under this Agreement without first obtaining the other's written consent.

07. Transfer Of Rights. This Agreement shall be binding on any successors of the parties.

08. Termination. This Agreement may be terminated before its initial term is completed by any party at any time, for any reason, provided that at least 30 days advance written notice of termination is given to the non-terminating party by the terminating party.

09. Arbitration. Any disputes pertaining to said contractual arrangement being affairs that cannot be settled amicably shall be submitted to an arbitrator under the Rules of the American Arbitration Association or like organization in the City of [city], whose award may be reduced to judgment in any court of competent jurisdiction.

10. Amendment. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.

11. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

12. Waiver Of Contractual Right. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

13. No Representations. Neither party has made any representations nor promises, other than those contained in this agreement or in some further writing signed by the party making the representation or promise.

14. Interpretation. This Agreement will in all events be construed as a whole, according to its fair meaning, and not strictly for or against a party merely because that party (or the party's legal counsel) drafted the Agreement. The headings, captions, and titles in this legal Agreement are merely for reference and do not define, limit, extend, or describe the scope of this Agreement or any provision herein. Unless the context requires otherwise, (a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine, and neuter, and (b) the word including means including without limitation.

15. Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. This Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of each such illegal, invalid, or unenforceable provision, there will be added automatically, as a part of this Agreement, a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid and enforceable.

16. Notices. Any notice to be given or to be served upon any party hereto must be in writing and may be given by certified or registered mail, but shall be deemed to have been given and received when a certified or registered letter containing such notice, properly addressed with postage prepaid, is deposited with the United States Postal Service. If notice is given in some manner other than by certified or registered mail, it shall be deemed to have been given when delivered to and received by the party to whom it is addressed, Such notices shall be given to the parties hereto at the following addresses:

17. Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each party to this Agreement will execute and deliver any additional documents and perform any additional acts that may be necessary or appropriate to effectuate and perform its obligations under this Agreement and the transactions contemplated hereby.

18. Entire Agreement. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the day and year first above written.

[signature]

Seller

[signature]

Buyer

Witnessed by: [Print Name]

[signature]

Address