CONTRACT FOR THE SALE OF GOODS
This contract for the sale of goods is between [_____], a [_____] organized under the laws of the State of
[_____] (the “Seller”), and [_____], a [_____] organized under the laws of the State of [_____] (the
“Buyer”).
[Insert background information about the transaction using full sentences.]
The parties agree as follows:
1. Sale of Goods. The Seller shall sell to the Buyer and the Buyer shall purchase from the Seller the goods
set forth on Exhibit A (the “Goods”) in the quantities and at the prices stated in Exhibit A. Unless
otherwise stated in Exhibit A, the Buyer shall pay all taxes and third-party expenses imposed on, in
connection with, or measured by the transaction contemplated by this agreement in addition to the prices
set forth on Exhibit A.
2. Invoices; Payment. Unless otherwise stated in Exhibit A, payment for the Goods is due within 30 days
of the date of the Seller’s invoice, which date will not be before the date of the Seller’s delivery of the
Goods. The Buyer shall pay a delinquency charge of the lesser of (1) 1% per month and (2) the highest rate
allowed under applicable law on all overdue amounts until the amounts are paid.
3. Delivery; Title; and Risk of Loss. Unless otherwise stated in Exhibit A, the Seller shall deliver the
Goods FOB the Seller’s facility in [_____], and title to and risk of loss of the Goods will pass to the Buyer
upon such delivery by the Seller. Any stated delivery dates are approximate. The Seller will not be liable
for any losses, damages, penalties, or expenses for failure to meet any delivery date.
4. Disclaimer of Warranty; Due Diligence. The Goods are being sold “as is,” and the Seller disclaims
all warranties of quality, whether express or implied, including the warranties of merchantability
and fitness for particular purpose. The Buyer acknowledges that it has not been induced by any
statements or representations of any person with respect to the quality or condition of the Goods and that no
such statements or representations have been made. The Buyer acknowledges that it has relied solely on the
investigations, examinations, and inspections as the Buyer has chosen to make and that the Seller has
afforded the Buyer the opportunity for full and complete investigations, examinations, and inspections.
5. Limitation of Liability. The Seller will not be liable for any indirect, special, consequential, or
punitive damages (including lost profits) arising out of or relating to this agreement or the
transactions it contemplates (whether for breach of contract, tort, negligence, or other form of
action) and irrespective of whether the Seller has been advised of the possibility of any such damage.
In no event will the Seller’s liability exceed the price the Buyer paid to the Seller for the specific
Goods provided by the Seller giving rise to the claim or cause of action.
6. Limitation of Actions. No action arising out of or relating to this agreement or the transactions it
contemplates may be commenced against the Seller more than 12 months after the basis for such claim
could reasonably have been discovered.
7. Security Interest. The Buyer hereby grants to the Seller a security interest in the Goods sold to the
Buyer under this agreement and any proceeds therefrom (including accounts receivable), until payment in
full for the Goods has been received by the Seller. The Buyer shall sign and deliver to the Seller any
document to perfect this security interest that the Seller reasonably requests.
8. Governing Law and Designation of Forum. (a) The laws of the State of [_____] (without giving effect
to its conflicts of law principles) govern all matters arising out of or relating to this agreement and the
transactions it contemplates, including, without limitation, its interpretation, construction, validity,
performance (including the details of performance), and enforcement.
(b) A party bringing a legal action or proceeding against the other party arising out of or relating to this
agreement or the transactions it contemplates must bring the legal action or proceeding in any court of the
State of [_____] sitting in [_____] County. Each party to this agreement consents to the exclusive
jurisdiction of the courts of the State of [_____] sitting in [_____] County and its appellate courts, for the
purpose of all legal actions and proceedings arising out of or relating to this agreement or the transactions it
contemplates.
9. Force Majeure. The Seller will not be liable for delays in performance or for non-performance due to
unforeseen circumstances or causes beyond the Seller’s reasonable control.
10. Assignment; Delegation. The Buyer may not assign any of its rights under this agreement or delegate
any performance under this agreement, except with the prior written consent of the Seller. Any purported
assignment of rights or delegation of performance in violation of this section is void.
11. Recovery of Expenses. In any adversarial proceedings between the parties arising out of this agreement
or the transactions it contemplates, the prevailing party will be entitled to recover from the other party, in
addition to any other relief awarded, all expenses that the prevailing party incurs, including legal fees and
expenses.
12. Entire Agreement. This agreement constitutes the entire agreement between the parties with respect to
the subject matter of this agreement and supersedes all other agreements, whether written or oral, between
the parties.
13. Amendments. No amendment to this agreement will be effective unless it is in writing and signed by
both parties.
14. Effectiveness; Date. This agreement will become effective when both parties have signed it. The date
this agreement is signed by the last party to sign it (as indicated by the date associated with that party’s
signature) will be deemed the date of this agreement.
15. Counterparts; Electronic Signatures. This agreement may be signed in one or more counterparts,
which together will form a single agreement. This agreement may be signed electronically.
Each party is signing this agreement on the date stated opposite that party’s signature.
[Insert dated signature blocks.]
EXHIBIT A
Goods
Price
Quantity
Business Bill of Sale Form
This Bill of Sale was executed at:
__________________________________________________________________
Address
This Bill of Sale is made this _____ day of ____________, 20 ___, by
(Seller) _________________________________________________________
For and in consideration of _______________________________________Dollars
($__________________) , the receipt of which is hereby acknowledged,
(Seller) ________________________________, Does hereby sell and convey to:
(Buyer) ________________________________,
All the assets, property, rights, and interests of
(Business Name) ____________________________________________________, of
every kind and description, tangible or intangible, and regardless of whether or not
carried or reflected on the books and records used in the operation of said business
located at:
(Business Address) __________________________________________________.
The property conveyed hereunder is more fully described in the Purchase Agreement
between the above referenced Buyer and Seller dated _____ day of ____________, 20
___, the terms of which are incorporated herein.
Furthermore, (Seller) ________________________________, does hereby covenant
and warrant that it has free and clear title to the property conveyed hereunder, that it
conveys title to all the property to (Buyer) ________________________________, free
and clear of all encumbrances whatsoever and that it will defend that title against the
lawful claims of all persons whomsoever.
Furthermore,
Seller)
________________________________,
has
caused
this
instrument to be executed by its authorized officers and its corporate seal to be hereunto
affixed on the date stated above.
IN WITNESS WHEREOF, Buyer and Seller have executed, entered into and delivered
this Agreement as of the date first set forth above.
Seller’s Name(s): -------------------------------------------------------------------
By _____________________________________________
Signature
Date
STATE OF: _______________________
)
)ss
COUNTY OF _____________________ )
On
________________________
____________________________________________
before
notary
public,
me
personally
appeared _________________________________________ who 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.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal
_______________________________________________
Signature of Notary Public
Purchase answer to see full
attachment