Sales Contract Template

This sales contract (hereinafter referred to as the “Contact”) is entered into between [BUYER
NAME] with registered address at [ADDRESS] (hereinafter the “Buyer”), and [SELLER
NAME] with a registered address located at [ADDRESS] (hereinafter the “Seller”). (collectively
the “Parties” or “Party”)

This Contract will be effective as of [DATE].

Recitals

Whereas, Seller is the manufacturer and/or distributor of the following [PRODUCT]

(hereinafter ‘Goods’), and

Whereas, Buyer wishes to purchase from Seller, and Seller wishes to sell Goods to Buyer
according to the provisions set forth in this agreement and on no other terms, unless
mutually agreed.

Now, therefore, in consideration of the foregoing premises, and of the mutual promises and
covenants herein contained, the Parties, intending to be legally bound, agree to the following :

1. Purchase Price and Terms. Seller agrees to sell the Goods to the Buyer at [AMOUNT]
via [means of payment]. It is the responsibility of the Seller to set the shipping method,
bear the shipping fees up to [cost] and third Party expenses. Seller shall also provide an
invoice to Buyer at the time of delivery. The Buyer is bound to pay the total invoice
amount within [DAYS] days. Any balances not paid within [DAYS] days will be subject to
[AMOUNT] percent penalty per month of delinquency in payment, along with storage or
inventory carrying charges if any.

2. Taxes: The prices quoted in this agreement do not include taxes or third Party
expenses. Any such additional expenses, relating to this agreement, need to be paid
by the Buyer.

3. Shipment. The Seller shall have delivered the Goods to the Buyer by [DATE].
The Goods will be considered delivered once the Buyer accepts delivery at the
above mentioned Buyer location.
4. Risk of Loss and Title. In the event of risk of loss of Goods during shipment, the
Seller will bear the costs and title. Once the Buyer accepts delivery, the risk of loss and
title to the Goods will be passed on to the Buyer.

5. Inspection of Goods & Rejection. Buyer has the right to inspect the Goods for any
defect, quality issues, grade or any other issues, within two business days from delivery.
In case the Goods are rejected within 2 business days from the date of delivery, the
Seller will have two business days to fix the issue with the Goods. The Seller’s failure to
remedy the issue will be considered an agreement default. Further to this, the Buyer
can choose to either:
● Secure a replacement
● Return the Goods and seek a refund from the Seller, alongwith reverse shipping
costs
● Return the Goods and seek credit-note from the Seller for future purchases

And if the Buyer does not reject the Goods within 2 business days, from delivery of
the Goods, they waive all rights to contest the matter.

6. Event of Delays or Defaults.Without limitation, here are the events of default and
material breaches under this agreement:
● Delay or non-delivery by the Seller due to labor disputes, transportation shortage,
shortage of raw materials, or any other causes outside of Seller’s control.
● Buyer’s failure to pay in full for the Goods received, on or before the
specified date
● Seller’s inability to fix any claims or disputes raised by the Buyer, within 2 days
of delivery confirmation

7. Remediation & Legal Fees.From the time of receiving intimation of the default or delay,
the Party has two days (2) to cure the breach situation. Else, the non-breaching Party
has the right to cancel the Contract and recoup losses from the breaching Party. If either
Party seeks to enforce the terms in this agreement via court or binding arbitration, the
prevailing Party shall recover from the other all losses, damages and costs including
reasonable legal fees incurred in enforcing this agreement.

8. Termination. Either Party can terminate this agreement at any time by sharing a written
notice. All Goods accepted and delivered, up until the date of termination, will need to
be paid for by the Buyer.

9. Arbitration. The Parties acknowledge that all claims and disputes relating to this
Agreement will be settled by a neutral and non-binding mediator, in case the issue is not
sorted within 14 days of informal discussions from the date the dispute arises. In case the
mediation fails, the issue will be presented to a neutral arbitrator whose decision will
 be binding on both Parties. The cost of these proceedings will be borne equally for
both Parties.

10. LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR

DAMAGES RESULTING FROM OR CONNECTED WITH ANY PART OF THIS
AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR
BUSINESS, FAILURE OF DELIVERY OR EXTRA DELIVERY CHARGES - WHICH ARE
NOT RELATED TO OR A DIRECT RESULT OF EITHER PARTY’S NEGLIGENCE OR
BREACH.

11. Disclaimer of Warranties. The Goods are sold ‘as is’. Thus, the Seller is not liable
towards the consumer for any lack of conformity or defect that is present in the
delivered Goods. The Seller disclaims all warranties, whether express or implied,
including any implied warranty of merchantability or fitness for a particular purpose.

12. SEVERABILITY.IN THE EVENT ANY PROVISION OF THIS AGREEMENT IS FOUND

TO BE INVALID OR UNENFORCEABLE, IN WHOLE OR IN PART, IT SHALL NOT
AFFECT THE VALIDITY OF THE REST OF THE AGREEMENT. ALL OTHER
PROVISIONS, WITHIN THIS CONTRACT, SHALL REMAIN IN FULL FORCE AND
EFFECT, ENFORCEABLE IN THE COURT OF LAW.

13. Waiver.Under the terms of this Agreement, if either party fails to exercise any right with
respect to a breach, it will not be considered as a waiver of any subsequent exercise of
that right or any other right.

14. Governing Law. The Parties agree that this Agreement shall be interpreted
in accordance with the [STATE NAME] law.

15. Entire Agreement. Both Parties agree that this Agreement represents the entire
agreement between the Parties, and supersedes all other agreements between the
Parties. This agreement may not be changed orally. All changes to the terms of
this agreement need to be done in writing and signed-off by both Parties.

Both Parties acknowledge that they have read the Agreement, and understood the terms, set
forth above, and agrees to be bound by the terms herein:

“SELLER”

Signed: Date: ______________________________

By: ________________________________________

“BUYER”

Signed: _____________________________________ Date:

________________________________

By: _______________________________________