Goods Sales Contract

Goods Sales Contract

This Goods Sales Contract ("Agreement") is made as of by and between Seller Name: with principal place of business at ("Seller"), and Buyer Name: with principal place of business at ("Buyer").

Recitals

WHEREAS, Seller is engaged in the business of manufacturing, supplying and selling the goods described in this Agreement; and

WHEREAS, Buyer desires to purchase and Seller desires to sell the goods on the terms and conditions set forth herein.

WHEREAS, the parties intend that this Agreement set forth the full terms for the sale, delivery, inspection and payment for such goods.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Definitions

In this Agreement the following terms shall have the following meanings:

"Goods" means the tangible personal property described in Section 2 and Schedule A attached hereto. "Delivery" means the transfer of possession in accordance with the delivery terms specified in Section 4. "Purchase Price" means the total amount payable by Buyer to Seller under Section 3.

2. Goods; Description; Quantity

Seller shall sell and Buyer shall purchase the Goods described below. The specific Goods, quantities and specifications will be as set forth in Schedule A and in the descriptive summary provided below. Seller warrants that the Goods will conform to the specifications set forth in Schedule A at the time of Delivery.

3. Purchase Price and Payment

Buyer shall pay the Purchase Price to Seller in the amounts and at the times set forth below. Payment shall be made in lawful currency of the United States, free of deduction or setoff, to the account designated by Seller.

Late payments shall bear interest at the rate of on the unpaid balance from the due date until paid. Buyer shall be responsible for any fees incurred in collection of overdue amounts.

4. Delivery; Title and Risk of Loss

Delivery terms shall be . Seller shall tender Delivery to Buyer at the location specified in Schedule A. Title and risk of loss shall pass to Buyer upon unless otherwise agreed in writing.

Expected delivery date:

5. Inspection and Acceptance

Buyer shall inspect the Goods within after Delivery. If Buyer timely notifies Seller in writing of any nonconformity, Seller shall, at its option, repair or replace the nonconforming Goods or credit Buyer the applicable portion of the Purchase Price. Failure to provide timely notice shall constitute irrevocable acceptance of the Goods.

6. Warranties

Seller warrants that the Goods will be free from material defects in material and workmanship and will conform to the specifications set forth in Schedule A for a period of from the date of Delivery. THE FOREGOING IS THE SOLE AND EXCLUSIVE WARRANTY PROVIDED BY SELLER AND IS MADE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

7. Indemnification; Limitation of Liability

Each party shall indemnify and hold harmless the other party against claims arising from its breach of this Agreement, negligence, or willful misconduct. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF SELLER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY BUYER TO SELLER UNDER THE SPECIFIC ORDER GIVING RISE TO THE CLAIM.

8. Force Majeure

Neither party shall be liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disaster, war, terrorism, labor dispute, governmental action, shortage of materials, or supplier delay, provided that the affected party gives prompt written notice to the other and uses commercially reasonable efforts to resume performance.

9. Taxes and Duties; Compliance

Unless otherwise stated, the Purchase Price does not include applicable taxes, duties, tariffs or fees arising from the sale, export or import of the Goods. Buyer shall be responsible for all such amounts in the country of import. Each party shall comply with all applicable laws, rules and regulations relating to the performance of this Agreement.

10. Notices

Notices under this Agreement shall be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized courier service to the addresses set forth below or to such other address as a party designates by written notice to the other.

11. Amendments; Waiver; Counterparts

This Agreement may be amended or modified only by a written instrument executed by authorized representatives of both parties. No waiver of any provision shall be effective unless in writing and signed by the waiving party. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.

12. Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the state indicated below without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the selected jurisdiction.

13. Entire Agreement; Severability

This Agreement, including Schedule A, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14. Miscellaneous

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. The parties shall execute such further documents as may be reasonably required to carry out the provisions of this Agreement.

Sign Now