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Sale of Goods Agreement

Sample Sale of Goods Contract: Details will need to be changed to reflect specifics of each situation. This form is for illustration purposes only. Consult an attorney in your state before finalizing or implementing legal contracts.

CONTRACT FOR SALE OF GOODS

This contract is by and between *, a California corporation, the “Seller,” and *, a California corporation, the “Buyer.” Seller and Buyer are collectively referred to in this contract as the “Parties.”

Description: Sale of Goods

Seller shall transfer and deliver to Buyer, and Buyer shall pay for and accept, the following goods: *

Time of Delivery

Buyer shall have the right to specify the date of delivery, but in no event shall the date specified be before * or after *.

Delivery in Lots

Buyer shall have the right to demand all of the goods at one time during the period stated in Paragraph 2, or in portions from time to time.

Place of Delivery

The goods shall be delivered at Seller’s address as it appears below.

Method of Tender

Buyer shall give notice to Seller at least * hours before Buyer desires to take possession of the goods. Seller shall furnish the facilities and labor for loading the goods on trucks furnished by Buyer.

Seller to Package Goods

Seller shall package goods in accordance with instructions of Buyer, provided instructions are furnished in sufficient time to permit Seller to complete the packaging before delivery. Buyer shall pay Seller the reasonable cost of packaging.

Identification: Risk of Loss

Identification of the goods under Commercial Code Section 2501 shall occur at the moment this contract is signed by the parties. Risk of loss of the goods shall pass to the Buyer on identification.

Title

Title to the goods shall remain with the Seller until Buyer takes physical possession of the goods.

Disclaimer of Express Warranties

Seller warrants that the goods are as described in this contract, but no other express warranty is made in respect to the goods. If any model or sample was shown Buyer, that model or sample was used merely to illustrate the general type and quality of the goods and not to represent that the goods would necessarily conform to the model or sample.

Disclaimer of Implied Warranties

THE GOODS SOLD UNDER THIS CONTRACT ARE PURCHASED BY THE BUYER “AS IS” AND THE SELLER DOES NOT WARRANT THAT THEY ARE OF MERCHANTABLE QUALITY OR THAT THEY CAN BE USED FOR ANY PARTICULAR PURPOSE.

Price

The price to be paid by Buyer shall be that contained on the Seller’s price list last published before the date of actual delivery of the goods.

Time of Payment

Buyer shall pay for the goods at the time and place of delivery.

Right of Inspection

Buyer shall have the right to inspect the goods at the time and place of delivery before paying or accepting them.

Method of Payment

Payment shall be made in cash or by certified check.

Remedies

Buyer and Seller shall have all remedies afforded each by the Uniform Commercial Code.

Interpretation and Parol Evidence

This writing is intended by the Parties as a final expression of their agreement concerning the matters contained herein, and is also intended as a complete and exclusive statement of the terms of their agreement. No course of prior dealings between the Parties and no usage of the trade shall be relevant to supplement or explain any term used in this contract. Acceptance or acquiescence in a course of performance rendered under this contract shall not be relevant to determine the meaning of this contract even though the accepting or acquiescing party has knowledge of the nature of the performance and opportunity for objection. Whenever a term defined by the Uniform Commercial Code is used in this contract, the definition contained in the Code shall control.

Authority of Seller’s Agents

No agent, employee, or representative of Seller has any authority to bind Seller to any affirmation, representation, or warranty concerning the goods sold under this contract, and unless an affirmation, representation, or warranty made by an agent, employee, or representative is specifically included within this written contract, it has not constituted a part of the basis of this bargain and shall not in any way be enforceable.

Modifications

This contract can be modified or rescinded only by a writing signed by both of the Parties or their duly authorized agents.

Waiver

No claim or right arising out of a breach of this contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party.

Assignment or Delegation

No right or interest in this contract may be assigned by either Buyer or Seller without the written permission of the other party, and no delegation of any obligation owed, or of the performance of any obligation, by either Buyer or Seller, may be made without the written permission of the other party. Any attempted assignment or delegation shall be wholly void and totally ineffective for all purposes unless made in conformity with this paragraph.

Time for Bringing Action

Any action for breach of this contract must be commenced within two years after the cause of action has accrued.

Applicable Law

This contract shall be governed by the Uniform Commercial Code as adopted in the State of California as effective and in force on the date of this contract.

Dated:

Signed: