Sales and purchase agreement
The above parties have entered into this sales and purchase agreement (the “Agreement”) on the terms stated below:
1. Terms
1.1 Seller shall deliver to the Buyer the following goods:
LIST OF GOODS AND QUANTITY
2. Purchase Price
2.1 Buyer shall pay to Seller for the goods and for all obligations specified herein, as full and complete consideration, therefore, the sum of AMOUNT and CURRENCY, which sum includes VAT, packing and shipment expenses.
3. Delivery
3.1 Delivery of the goods to Buyer by Seller shall be done on or before DATE.
3.2 The goods shall be packed appropriately and must be delivered to Buyer without being damaged. Buyer must be reasonably able to identify easily all of the goods.
4. Risk of loss
4.1 The risk of loss from any casualty to the goods, regardless of the cause, shall be incurred by BUYER OR SELLER until the goods have been delivered to the Buyer.
4.2 Delivery shall be deemed to have happened upon E.G. WHEN ONBOARD RELEVANT TRANSPORTATION.
5. Acceptance
5.1 Buyer shall inspect the goods upon receipt, and within NUMBER business days after delivery, Buyer shall give notice to Seller of any claim for damages on account of condition, quality, or grade of the goods.
6. Warranty
6.1 Seller warrants that the goods sold hereunder are free from defects in workmanship and materials. Seller’s liability under the foregoing warranty is limited to replacement of goods or repair of defects or refund of the purchase price at Seller’s sole option. No other warranty, express or implied, is made by Seller, and none shall be imputed or presumed.
7. Warranty of title
7.1 Seller warrants that Seller at the time of signing this Agreement, Seller has full right and title to sell the goods and that Seller neither knows nor has reason to know of the existence of any outstanding title or claim of title hostile to rights of the Seller in the goods.
8. Governing law and venue
8.1 This Agreement shall be governed by the laws of COUNTRY. Any disputes under this Agreement shall be held in the court located in COUNTRY, CITY.
9. Force Majeure
9.1 Seller may, without liability, delay performance or cancel this Agreement on account of force majeure events or other circumstances beyond its control, including, but not limited to, strikes, acts of God, political unrest, embargo, failure of source of supply, or casualty.
10. Miscellaneous
10.1 This Agreement contains the entire understanding between the parties and supersedes and replaces all such prior agreements with respect to matters expressly set forth herein. No modification shall be made to this Agreement except in writing and signed by both parties. This Agreement shall be binding upon the parties and their respective heirs, executors, administrators, successors, assigns and personal representatives. No party shall be allowed to assign this Agreement and rights hereunder.
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What is a sales and purchase agreement?
A sales and purchase agreement, also known as a sales and purchase agreement or a purchase and sales contract, is a binding legal agreement detailing a transaction between a seller and a buyer — in good old English, a purchase or a sale.
It outlines the terms and conditions of a transaction. While commonly used in real estate deals, these agreements are also prevalent in various business contexts. This agreement culminates negotiations, solidifying the sale details and establishing both parties' obligations.
This agreement doesn't actually transfer the property or goods being negotiated. It establishes obligations for both the seller and the buyer—the seller has to sell, and the buyer has to buy.
Where are sales and purchase agreements used?
A classic example is real estate. However, these agreements are often used when a significant cost or quantity is purchased. It can also detail a revolving purchase, such as a monthly purchase over a period.
It starts like this… before sealing the deal, buyers and sellers determine the price and terms. That's where the sales and purchase agreement comes into play — the roadmap for these negotiations. Whether for a big-ticket item like real estate or ongoing transactions, the agreement lays out the agreed-upon terms.
Once both parties sign the dotted line, the sales and purchase agreement becomes a legally binding contract governing the transaction. A neutral third party often oversees the creation and execution to ensure everything goes smoothly. Plus, the agreement pinpoints the date when the deal is officially sealed.
Examples of sales and purchase agreements at work
Sales and purchase agreements play a crucial role in various market sectors, with real estate transactions being one of the most common examples. Both parties agree on a final sales price and other pertinent details in these scenarios, like the closing date or contingencies.
Large corporations often utilize sales and purchase agreements within their supply chains. For instance, a company might agree with a supplier to procure a specific quantity of materials at a certain price. These agreements can also cover ongoing purchases, such as monthly deliveries of raw materials, providing stability for both parties amidst fluctuating demand and costs.
Additionally, sales and purchase agreements are integral in mergers and acquisitions. By outlining the transferred assets, this agreement allows for the sale of tangible assets without relinquishing associated naming rights, ensuring a clear and comprehensive transaction process.
Do you need a sales and purchase agreement?
A sales and purchase agreement is sometimes a relaxed requirement, but it's highly advisable for buyers and sellers in any goods exchange.
Without a formal agreement, you may have limited legal action if the transaction encounters issues or fails to materialize. That’s why having clear terms and conditions outlined in a legally binding document before proceeding can provide crucial protection and peace of mind for all parties involved.
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This contract is a Sales and Purchase Agreement between a Seller and a Buyer for the delivery of specified goods by the Seller to the Buyer. It outlines the terms of the sale including the goods to be delivered, purchase price, delivery date and process, risk of loss, acceptance period, warranties, governing law and venue, force majeure provisions, and other general terms.
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