Sale Purchase Agreement
Between [custom.sellerCompany] and [custom.buyerCompany]
Sales
Sale and purchase agreement template
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Agreement
This agreement sets out what is being sold, the price and how it will be paid for. Please read it carefully before you sign.
This Agreement, effective as of the date shown on the cover, is made and entered into by and between [custom.sellerCompany], a company organized and existing in [custom.sellerState], with offices located at [custom.sellerAddress] (hereinafter the "Seller"), and [custom.buyerCompany], a company organized and existing in [custom.buyerState], with offices located at [custom.buyerAddress] (hereinafter the "Buyer").
[custom.sellerCompany] is the current owner of [custom.productDescription]. [custom.buyerCompany] (hereinafter the "Buyer") wishes to purchase from [custom.sellerCompany] and [custom.sellerCompany] wishes to sell to [custom.buyerCompany] such product(s) solely upon the terms and conditions contained in this Agreement and on no other terms, unless agreed upon by both parties. In consideration of the foregoing premises, and of the mutual promises and covenants herein contained, the parties, intending to be legally bound, do hereby agree as follows:
1. What Is Being Sold
The goods and their prices are listed in the table in section 2. If something is missing or incorrect, please tell us before you sign.
The Goods are the items identified by the parties in Section 2. The Seller confirms that it owns the Goods, or has the right to sell them, and that they are free from any claims by other parties.
2. Prices and Payments
Prices are shown before any applicable taxes. The table below shows exactly what you are paying for.
The Buyer will pay the Seller the total price shown above. Unless otherwise agreed in writing, payment is due within 14 days of the date of the Seller's invoice. All prices and payments are in the currency shown on the invoice.
If a payment is late, the Seller will tell the Buyer in writing and allow a reasonable time to correct it. If it is still unpaid, the Seller may charge interest on the overdue amount at 1.5% per month, or the highest rate allowed by law if that is lower. The Seller may also pause further deliveries until the overdue amount is paid, after giving written notice.
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3. Delivery and Ownership
This section explains when you receive the Goods and when they become yours.
The Seller will deliver the Goods to the Buyer's address, or to another place agreed in writing, on the date agreed between the parties. The risk of loss or damage passes to the Buyer when the Goods are delivered. Ownership of the Goods passes to the Buyer when the Seller has received full payment for them.
4. Inspection and Acceptance
You have 15 days after delivery to check the Goods and tell us about any problem.
The Buyer will inspect the Goods promptly after delivery. If the Goods do not match the agreed description or specifications, the Buyer will tell the Seller in writing and give the Seller a reasonable chance to correct the problem.
If the Buyer does not tell the Seller of any problem within fifteen (15) days after delivery, the Goods are considered accepted. If the parties agree, the Buyer may inspect the Goods at the Seller's premises, with reasonable notice, at reasonable times and without disrupting the Seller's work. This does not give the Buyer the right to enter private or restricted areas of the Seller's business.
5. Setoff
Each side pays what it owes when it is due, without subtracting amounts from other deals.
Each party will pay amounts owed under this agreement when due. Neither party may deduct from those amounts any sums it claims under other transactions with the other party, its affiliates or its subsidiaries, unless both parties agree in writing.
6. Responsibility for Existing Obligations
In a sale of goods, any debts or obligations the Seller already had stay with the Seller. They do not pass to the Buyer.
The Buyer does not take on any existing debts, obligations or liabilities of the Seller. The Seller remains responsible for all of its own debts and liabilities that arose before the Goods were delivered. The Seller is not responsible for how the Buyer uses the Goods after delivery.
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7. Delays Beyond Our Control
If something outside either party's control delays the sale, the delayed party is not in breach. If the delay is very long, either party may end the agreement.
A party will not be in breach of this agreement for a delay in delivery or performance that is caused by events beyond its reasonable control and not caused by its own fault. These include natural disasters, fire, flood, severe weather, war, civil unrest, strikes, government action, supply shortages and delays by third parties. The affected party will tell the other party promptly and do what it reasonably can to reduce the delay.
If such a delay lasts more than six months, either party may end this agreement by written notice, without penalty and without being treated as in breach.
8. Cancellation
Either party can end the agreement if the other cannot meet its obligations and does not fix the problem.
A party may cancel any part of this agreement affected by the other party's breach if the breach is not corrected within a reasonable time after written notice. A party may also cancel if the other becomes insolvent, suspends its operations or is subject to bankruptcy or similar proceedings.
9. Disputes
We will try to settle any disagreement together first, before involving a court.
The parties will first try to resolve any dispute in good faith through discussion. If they cannot, either party may bring the dispute before a court of competent jurisdiction in the place where the Seller is located. This agreement is governed by the laws of that place.
10. Confidentiality
Each party agrees to keep the other's private business information private.
Each party will keep confidential any non-public information it receives from the other party in connection with this agreement, and will use it only to perform this agreement. Neither party will share this information with a third party, or use it to make or buy products from another source, without the other party's written permission. This duty continues for three years after this agreement ends.
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Taxes, assignment, waiver, severability and signatures
11. Taxes
Prices do not include taxes. Any taxes that apply are added on top and paid by the Buyer.
The prices in this agreement do not include taxes or duties, such as sales tax, value-added tax or import duties, that apply to the sale or delivery of the Goods. The Buyer will pay any such taxes or duties that are due. If a tax or duty is later found to apply, the Seller may invoice the Buyer for the additional amount. This section continues to apply after the Goods are delivered.
12. Assignment
Neither party may pass this agreement to someone else without the other's written agreement.
Neither party may transfer this agreement, or any part of it, to a third party without the other party's prior written consent. Consent will not be unreasonably withheld.
13. Waiver
If a party chooses not to enforce a right once, it does not lose that right later.
If a party does not enforce any right under this agreement after a breach, this is not a waiver of that right for that breach or for any later breach. No waiver is effective unless it is in writing.
14. Severability
If one part of this agreement turns out to be unenforceable, the rest still applies.
If a court decides that any provision of this agreement is illegal, invalid or unenforceable, that provision is removed, and the rest of the agreement stays in full effect.
Signatures and consent
This agreement is the entire agreement between the parties about the sale of the Goods. It can only be changed in writing, signed by both parties. In witness whereof, the authorized representatives of the parties have signed this agreement as set out below.
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