Basic Contract For The Sale Of Goods (Long Form - Comprehensive)
1. Introduction. Agreement made [date] between [name], whose office is located at [address] (Seller), and [name], with principal offices at [address] (Buyer).
2. Sale. Seller will sell and Buyer will buy goods of the following description and quantity: [list of goods] (hereafter the goods).
3. Purchase Price. The purchase price of the goods is ---------- dollars ($----------). In addition to the purchase price, Buyer will pay Seller the following incidental charges:
Preparation $----------
Packaging $----------
Transportation and delivery $----------
Insurance $----------
Taxes $----------
Other charges $----------
4. Payment. Buyer agrees to accept the goods and pay for them as follows: [method of acceptance and payment].
5. Delivery. Seller will deliver the goods to [address] no later than [date]. Delivery will be made in one unit or in lots of [number]. The goods will be packaged and crated in the following manner: [method of packaging]. The manner of delivery shall be by [method of shipment] and shall be subject to the following terms: [terms of delivery]. As soon as the goods are shipped, Seller will notify Buyer of the shipment in the following manner: [method of notification].
6. Risk of Loss. The risk of loss as to the goods shall be borne by both Buyer and Seller from the time the goods are identified to the Contract until the goods are received by Buyer to the extent that either party is insured against such risk. If the combined insurance of Buyer and Seller exceeds the loss, the risk shall be shared in proportion to the respective insurance coverage of Buyer and Seller. If the combined insurance of Buyer and Seller fails to cover the loss, the loss in excess of the combined coverage shall be shared in the following manner: [method of allocating loss]. Upon receipt of the goods by Buyer, the risk of loss shall be solely that of Buyer.
7. Seller's Warranties and Representations.
a. Warranty of Title. Seller warrants that Seller has good title to the goods conveyed and has full authority to transfer the goods, and such transfer shall be free and clear of any security interest, lien, claim, or encumbrance of which Buyer has no knowledge at the time this Agreement is signed.
b. Warranty of Merchantability. Seller warrants that the goods delivered pursuant to this Agreement shall be of merchantable quality as defined by Section 2-314 of the Uniform Commercial Code.
c. Other Express Warranties. Seller warrants the following: [list].
d. Warranties Cumulative. All warranties created by this Agreement, whether express or implied or arising by operation of law, are cumulative and should be construed in a manner consistent with one another.
8. Disclaimer. SELLER DOES NOT WARRANT THE GOODS FOR ANY USES OTHER THAN THOSE ORDINARILY ASSOCIATED WITH SUCH GOODS AND MAKES NO WARRANTY THAT THE GOODS ARE FIT FOR ANY PARTICULAR PURPOSE OF BUYER.
9. Inspection and Rejection. Buyer may reject the goods if the goods or the tender of delivery fail in any respect to conform to the terms of this Agreement. In the event of a nonconformity sufficient to justify rejection, Buyer may, at its option, (a) reject the entire delivery; (b) accept the entire delivery; or (c) accept any commercial unit or units and reject the rest. The exercise of any of the options contained in the preceding sentence shall be without prejudice and with full reservation of any rights and remedies of Buyer attendant upon breach.
Buyer will inspect the goods promptly upon their arrival at [address]. In the event of the nonconformity of the goods or tender of delivery, Buyer will exercise Buyer's right of rejection no later than [number] days after receipt of the goods. Notification of rejection shall be made in one of the following ways: [methods of notification]. Buyer will inform Seller of each defect on which the rejection is based. In addition to such other duties as the law may impose, Buyer, on making a rejection...
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