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Sales Contract

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Prepared for:
[BUYER COMPANY]

Prepared by:
[SELLER COMPANY]

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Sales Contract

This Sales Contract (hereinafter referred to as the "Contract") has been entered into effective on [Effective Date] (hereinafter referred to as the "Effective Date"),

By and Between

[Buyer Company] (hereinafter referred to as the “Buyer”) with its principal office at [Buyer Address] and

[Seller Company] (hereinafter referred to as the “Seller”) with its principal office at [Seller Address] 

The Buyer and the Seller are collectively referred to as the "Parties" and individually as "Party". 

WHEREAS, the Seller is the manufacturer and/or distributor of the [Product Description] (hereinafter referred to as the “Product”),

AND WHEREAS, the Buyer agrees to buy the aforementioned product from the Seller, and the Seller agrees to sell such products to the Buyer on the terms and conditions hereinafter set forth.

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Terms and Conditions

1. Sale of Goods

The Seller agrees to sell, and the Buyer agrees to purchase the following items in the following quantities and at the prices (hereinafter referred to as "Goods"):

Description	Quantity	Price Per Unit
[Add product name]	[No. of Quantity]	$[0.00]
[Add product name]	[No. of Quantity]	$[0.00]

Total (Incl. of Taxes): $[0.00]

2. Purchase Price and Payment

The Seller agrees to sell the Goods to the Buyer for $[0.00]. The Seller will provide an invoice to the Buyer at the time of delivery. All invoices must be paid, in full, within [number of days] days upon receipt of invoice. In the event payments are not made within [number of days] days, the Seller has the option to consider the Buyer in breach and terminate this Contract, and charge a late penalty of $[0.00].

3. Delivery 

The delivery shall be made on [Date] by the Seller. 
All transportation charges shall be prepaid and the Buyer shall reimburse the Seller with all such charges upon receipt of an invoice. 
The Seller shall not be liable to the Buyer for any delay or non-delivery of the Goods due to labor disputes, transportation shortage, delay, or shortage of materials. The Seller shall notify the Buyer immediately upon realizing that it will not be able to deliver the Goods, regarding its quality, quantity, or timely delivery, as outlined in this Contract. Either party may terminate this Contract upon such notice.
Time shall be of the essence for delivery, and if any such delivery is not made as promised within this Contract, the Seller shall be in breach of this Contract.

4. Inspection

The Buyer reserves the right to accept or reject the Goods after the inspection upon delivery. If the Goods are unacceptable for any reason, the Buyer shall reject them within [number of days] days from the date of delivery. If the Buyer has not rejected the Goods within [number of days] days from the date of delivery, the Buyer shall lose any right to reject such Goods. In case, the Buyer rejects Goods, the Buyer shall give the Seller a reasonable time to cure the deficiency.

5. Disclaimer of Warranties 

The Buyer and the Seller acknowledge that the Goods are "as is" without warranty of any kind provided by the Seller, including but not limited to, any implied warranties of merchantability or fitness for a particular purpose.

The Buyer accepts that it is relying solely on its inspection to determine the quality or the condition of the Goods.

6. Risk of Loss

The Seller shall be responsible for all risks of loss and damage to the transported products. The Seller shall maintain any and all necessary insurance in order to insure the Goods against loss at the Seller’s own expense.

7. Title

The title to the Goods shall remain with the Seller until the Buyer pays the Purchase Price in full to the Seller.

8. Limitation of Liability

In no event, either party shall be liable to the other party or any third party for any indirect or consequential damages including, but not limited to loss of business, costs of delay, or failure of delivery, resulting from any part of this Contract in any way.

9. Indemnification

Each Party indemnifies and holds the other Party and its authorized persons harmless from and against all losses suffered or incurred by them arising out of or in connection with this Contract.

10. Confidentiality 

The Buyer shall agree that it shall not use the Seller’s data for the manufacture or procurement of the Goods which are the subject of this Contract.
The Buyer agrees that it will not disclose or make available to any third party any of Seller’s data or other information set forth in this Contract which is proprietary to the Seller without obtaining Seller’s prior written consent.

11. Cancellation

The Buyer shall reserve the right to cancel this Contract affected by the default of the Seller or any suspicion or insolvency of the Seller’s operations or any petition filed or proceeding or suit commenced by or against the Seller under any state or federal law relating to any arrangement, bankruptcy, reorganization, receivership or assignment for the benefit of creditors.

12. Arbitration

In the event of any dispute arising in and out of this Contract between the Parties, it shall be resolved by Arbitration. There shall be [Number of Arbitrators] Arbitrators which shall be appointed by [Party Name]. The venue of Arbitration shall be [Venue/Location of Arbitration] and Seat shall be [State]. The Arbitrators' decision shall be final and will be binding on both the Parties.

13. Miscellaneous

Assignability: Neither party shall assign this Contract or any portion thereof without the advance, written consent of the other party, which consent shall not be unreasonably withheld. The non-assigning party shall not have any obligation to an assignee of the assigning party unless such consent is obtained.
Notices: Any notice required to be given under this Agreement shall be delivered by certified mail, personal delivery, or overnight delivery.
Force Majeure: Neither party shall be liable for any failure in performance of the obligation under this Contract due to cause beyond that party's reasonable control (including and not limited to any pandemic, fire, strike, act or order of public authority, and other acts of God) during the pendency of such event.
Modification: No modification of this Contract shall be made unless in writing, signed by both parties.
Severability: If any term, clause, or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, all other terms will remain in full force and effect until the Contract termination.
Governing Law and Jurisdiction: This Contract shall be governed following the laws of the [State/Court/Region]. If the disputes under this Contract cannot be resolved by Arbitration, they shall be resolved by litigation in the courts of the [State/Court/Region] including the federal courts therein, and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail and hereby waive any jurisdictional or venue defenses otherwise available to it.
Legal and Binding Contract: This Contract is legal and binding between the Parties as stated above. This Contract may be entered into and is legal and binding in the [State/Court/Region]. The Parties each represent that they have the authority to enter into this Contract.
Entire Agreement: This Contract constitutes the entire understanding of the Parties, and revokes and supersedes all prior Contracts between the Parties and is intended as a final expression of their Contract. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Contract. This Contract shall take precedence over any other documents which may conflict with this Contract.

Acceptance and Signature

The Parties hereby agree that they have understood the terms and conditions of this Contract, and demonstrate their agreement to the same by signing below.

[Buyer Company]

[Seller Company]

Signature

Assign signer 1

Name

Assign signer 1

Date

Assign signer 1

Signature

Assign signer 2

Name

Assign signer 2

Date

Assign signer 2

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