Sales Agreement Template

SALES CONTRACT

This Sales Agreement (the "Agreement") is dated (the "Effective Date") and made between , located at (the "Seller"), and , located at (the "Buyer"). The Seller and Buyer are together the "Parties."

The Seller is the seller, manufacturer, or distributor of the following product(s): , and the Buyer intends to purchase them. In consideration of the mutual obligations in this Agreement, the Parties agree as follows:

1. SALE OF GOODS

The Seller agrees to make available, sell, transfer, and deliver to the Buyer the following goods (the "Goods") on or before : .

2. PURCHASE PRICE AND PAYMENT

The Seller agrees to sell the Goods to the Buyer for (the "Purchase Price"). The Seller will provide an invoice on delivery of the Goods. The Buyer will pay each invoice in full within days. Any amount not paid within days is subject to a % late payment penalty. The Seller holds a security interest in the Goods until the Purchase Price is paid in full.

3. DELIVERY

The Seller will deliver the Goods to the Buyer at . The Goods are considered delivered when the Buyer accepts delivery at that location. The Seller will choose the method of shipping, and the Buyer is responsible for shipping costs up to $.

4. INSPECTION OF GOODS

The Buyer may inspect the Goods on delivery. If the Goods are unacceptable for any reason, the Buyer may reject them within five (5) business days of delivery. If the Buyer does not reject the Goods within that period, the Buyer is deemed to have accepted them. If the Buyer rejects the Goods within the allotted time, the Buyer will allow the Seller a reasonable time (based on industry standards) to cure the deficiency.

5. RISK OF LOSS

The risk of loss remains with the Seller until the Buyer accepts delivery of the Goods. The Seller will maintain, at its own expense, any insurance necessary to insure the Goods against loss until that time.

6. TITLE

Title to the Goods remains with the Seller until the Buyer accepts delivery, at which point title passes to the Buyer, subject to the Seller's security interest until the Purchase Price is paid in full.

7. FORCE MAJEURE

The Seller is not liable to the Buyer for any non-delivery, delay, or default caused by circumstances beyond the Seller's reasonable control, including shortages of materials, transportation delays, labor disputes, accidents, fires, or acts of God.

8. TERMINATION

Either Party may terminate this Agreement at any time by written notice to the other. The Buyer remains responsible for payment of all Goods accepted and delivered up to the date of termination.

9. DISCLAIMER OF WARRANTIES

The Goods are sold "AS IS." The Seller expressly disclaims all warranties, whether express or implied, including any implied warranty of merchantability or fitness for a particular purpose.

10. LIMITATION OF LIABILITY

Except to the extent caused by a Party's breach or negligence, neither Party is liable to the other or to any third party for indirect or consequential damages, including loss of revenue, lost business, lost anticipated profit, failure of delivery, or cost of delay.

11. DISPUTE RESOLUTION AND LEGAL FEES

The Parties will first try to resolve any dispute through good-faith negotiation. If that fails, either Party may initiate mediation or binding arbitration in the State of . If litigation becomes necessary, it will be brought in a court of competent jurisdiction in the State of . The prevailing Party in any dispute is entitled to recover its reasonable legal fees and costs, including attorney's fees.

12. ELECTRONIC SIGNATURES AND COUNTERPARTS

This Agreement may be signed in counterparts, each of which is considered an original and which together form one agreement. Electronic signatures, and copies of signatures delivered by email or through an electronic signing service, have the same legal effect as handwritten signatures on an original document.

13. GENERAL PROVISIONS

(a) Governing Law. This Agreement is governed by the laws of the State of , without regard to its conflict-of-law principles. This Agreement is binding on the Parties' successors and permitted assigns.

(b) Entire Agreement. This Agreement is the complete agreement between the parties and replaces any prior discussions, understandings, or agreements on this subject.

(c) Amendments. Any change to this Agreement must be in writing and signed by both parties.

(d) Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full effect.

(e) Waiver. If a party does not enforce a provision, it does not give up its right to enforce that or any other provision later.

(f) Assignment. Neither party may assign or transfer this Agreement without the other party's prior written consent.

(g) Notices. Any notice under this Agreement must be given in writing (email is acceptable) to the other party.

IN WITNESS WHEREOF, the Parties have executed this Sales Contract as of the Effective Date.