[{"data":1,"prerenderedAt":524},["ShallowReactive",2],{"document-contract-for-the-sale-of-goods-D1237":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":38,"customDescModule":183,"customdescription":6,"mdFm":184,"mdProseHtml":523},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"CONTRACT FOR THE SALE OF GOODS This Contract for the Sale of Goods (the \"Sales Contract\") is made on [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Seller\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PRIOVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [BUYER NAME] (the \"Buyer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PRIOVINCE], with its head office located at: [COMPLETE ADDRESS] SALE OF GOODS Seller shall sell, transfer and deliver to buyer on or before [date], the following personal property: [description of goods] CONSIDERATION Buyer shall accept the goods and pay the sum of [Amount] for the goods. IDENTIFICATION OF GOODS Identification of the goods to this agreement shall not be deemed to have been made until both buyer and seller have specified that the goods in question are to be appropriated to the performance of this agreement. PAYMENT ON RECEIPT Buyer shall make payment for the goods at the time when, and at the place where, the goods are received by buyer. OR INSTALLMENT PAYMENT CLAUSE Buyer agrees to pay for the [equipment, machinery or the like] in the following manner: the initial payment payable with this order, and the remaining balance in monthly payments together with monthly charge for service, all as stated on the face of this agreement; the billing for monthly payments will commence for each [e.g",null,"Contract for the Sale of Goods","2",36,"doc","https://templates.business-in-a-box.com/imgs/1000px/contract-for-the-sale-of-goods-D1237.png","https://templates.business-in-a-box.com/imgs/250px/1237.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1237.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Sales & Marketing","/templates/sales-marketing/",{"label":20,"url":21},"Marketing & Sales Contracts","/templates/marketing-sales-contracts/","contract for sale goods","Contract for the Sale of Goods Template","https://templates.business-in-a-box.com/imgs/400px/1237.png","https://templates.business-in-a-box.com/imgs/600px/1237.png",[27,16,19],{"label":28,"url":29},"Templates","/templates/",[31,32,35],{"label":28,"url":29},{"label":33,"url":34},"Legal Agreements","/templates/business-legal-agreements/",{"label":36,"url":37},"Sales & Purchase","/templates/sales-and-purchase/",[39,43,47,51,55,59,63,67,71,75,79,83,87,103,120,136,151,168],{"label":40,"url":41,"thumb":42,"extension":10},"Contract for the Manufacture and Sale of Goods","/template/contract-for-the-manufacture-and-sale-of-goods-D1236","https://templates.business-in-a-box.com/imgs/250px/1236.png",{"label":44,"url":45,"thumb":46,"extension":10},"Sale Agreement for International Goods","/template/sale-agreement-for-international-goods-D12553","https://templates.business-in-a-box.com/imgs/250px/12553.png",{"label":48,"url":49,"thumb":50,"extension":10},"Contract for the Storage of Goods","/template/contract-for-the-storage-of-goods-D869","https://templates.business-in-a-box.com/imgs/250px/869.png",{"label":52,"url":53,"thumb":54,"extension":10},"Installment Sale Contract","/template/installment-sale-contract-D12709","https://templates.business-in-a-box.com/imgs/250px/12709.png",{"label":56,"url":57,"thumb":58,"extension":10},"Agreement to Rescind Contract of Sale","/template/agreement-to-rescind-contract-of-sale-D1165","https://templates.business-in-a-box.com/imgs/250px/1165.png",{"label":60,"url":61,"thumb":62,"extension":10},"Contract of Sale of Commercial Property","/template/contract-of-sale-of-commercial-property-D1169","https://templates.business-in-a-box.com/imgs/250px/1169.png",{"label":64,"url":65,"thumb":66,"extension":10},"Purchase and Sale Agreement","/template/purchase-and-sale-agreement-D13884","https://templates.business-in-a-box.com/imgs/250px/13884.png",{"label":68,"url":69,"thumb":70,"extension":10},"Assignment of Real Estate Contract and Sale Agreement","/template/assignment-of-real-estate-contract-and-sale-agreement-D1157","https://templates.business-in-a-box.com/imgs/250px/1157.png",{"label":72,"url":73,"thumb":74,"extension":10},"Bulk Sale Agreement","/template/bulk-sale-agreement-D1231","https://templates.business-in-a-box.com/imgs/250px/1231.png",{"label":76,"url":77,"thumb":78,"extension":10},"Conditional Sale Agreement","/template/conditional-sale-agreement-D1235","https://templates.business-in-a-box.com/imgs/250px/1235.png",{"label":80,"url":81,"thumb":82,"extension":10},"Bill of Sale","/template/bill-of-sale-D1229","https://templates.business-in-a-box.com/imgs/250px/1229.png",{"label":84,"url":85,"thumb":86,"extension":10},"Amendment to Sales Contract","/template/amendment-to-sales-contract-D1224","https://templates.business-in-a-box.com/imgs/250px/1224.png",{"description":88,"descriptionCustom":6,"label":89,"pages":90,"size":91,"extension":10,"preview":92,"thumb":93,"svgFrame":94,"seoMetadata":95,"parents":97,"keywords":101,"url":102},"SAAS AGREEMENT This Software-as-a-Service Agreement (SaaS) (\"Agreement\") is made and effective the [DATE], BETWEEN: [COMPANY NAME], (the \"Customer\"), a corporation organized and existing under the laws of [STATE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME], (the \"Provider\"), a corporation organized and existing under the laws of [STATE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, The Customer is granted a license to use the Software, subject to a set of limitations and restrictions. WHEREAS, The Provider undertakes to provide high-performance Software while committing to comply with certain requirements relating to the maintenance of the Software. In consideration of the terms of this agreement, and other valuable consideration, the parties agree as follows: DEFINITION \"Administrator User\" means each Customer employee designated by Customer to serve as technical administrator of the SaaS Services on Customer's behalf. Each Administrator User must complete training and qualification requirements reasonably required by [PROVIDER NAME]. \"Confidential Information\" means any information disclosed by a party to the other party, directly or indirectly, which could be in orally or written (graphic, machine-readable or other tangible form], is marked as \"confidential\" or \"proprietary\". \"Host\" means the computer equipment on which the Software is installed, which is owned and operated by [PROVIDER NAME] or its subcontractors. \"Maintenance Services\" means the support and maintenance services provided by [PROVIDER NAME] to Customer pursuant to this SaaS Agreement. \"Software\" means the object code version of any Software to which Customer is provided access as part of the Service, including any updates or new versions. \"SaaS Services\" refer to the specific [PROVIDER NAME]'s internet-accessible service identified in a Schedule that provides use of [PROVIDER NAME]'s identity/access management Software that is hosted by [PROVIDER NAME] or its services provider and made available to Customer over a network on a term-use basis. SERVICE The Provider hereby grants the Customer, including all authorized users of the Customer, a non-exclusive, non-sublicensable, non-assignable, royalty-free, worldwide license to access and use the service (the \"Service\") solely for the internal business operations of the Customer in accordance with the terms of this Agreement and the Provider's online terms of use. TERM AND TERMINATION The term of this Agreement shall begin on the Effective Date and shall end [SPECIFY]. PAYMENT TERM [SPECIFY] is sold as a Software-as-a-Service (SaaS) and requires Clients to have a valid membership subscription. We accept payments with Credit Cards and Visa and Mastercard Debit Cards [OR SPECIFY]. Your subscription will renew automatically at the end of the subscription term unless you opt-out from automatic renewal or cancel your membership. You can update your payment method, manage your subscription, or cancel at any time by visiting the Billing page under your user account. By purchasing this software, you agreed to enroll in our automatic renewal service. This keeps your products up and running, automatically charging then-current renewal fees to your payment method on file, with no further action on your part. Account cancellation policy: Once a user submits a request for cancellation, no additional charges will be made. However, no refunds are provided upon cancellation. If you cancel before an upcoming renewal date, you will have access to your Account through the end of the then-current year. Cancellation of automatic renewal: Annual subscriptions purchased will renew automatically at the end of the term. Your credit card is charged at the end of each subscription period and a renewal confirmation notice is sent to the account administrator's email address. Notifications of upcoming renewal is sent to the account administrator's email address 30 days and 10 days before renewal. If the you wish to turn off the automated renewal, you can do so any time from your online account under My Account/Billing. Free trial: [COMPANY NAME] offers a free trial version for [SPECIFY]. We do not request credit card information when signing up to the free trial. The free trial allows anyone to view the whole content of the software. The free trial, however, does not allow you to Download, Export, Print or to Cut/Copy/Paste/Save. You need to purchase and activate the software in order to be able to fully download and use the product. Failed renewal & account suspension: If your credit card on file is closed or expired, or if for any reason, a charge is rejected, you will be requested to update your Billing Information and supply a new payment to keep your account active. If a charge is rejected, your access to the [COMPANY NAME] software will be suspended until you update your account information and the payment is successful. CUSTOMER'S RESPONSIBILITIES Customer shall provide commercially reasonable information and assistance to [PROVIDER NAME] to enable [PROVIDER NAME] to deliver the SaaS Services. Customer acknowledges that [PROVIDER NAME] 's ability to deliver the SaaS Services in the manner provided in this SaaS Agreement may depend upon the accuracy and timeliness of such information and assistance. Customer shall comply with all applicable local, state, national and foreign laws in connection with its use of the SaaS Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data. Customer acknowledges that [PROVIDER NAME] exercises no control over the content of the information transmitted by Customer through the SaaS Services. Customer shall not upload, post, reproduce or distribute any information, Software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights. Customer shall be solely responsible for the acts and omissions of its Administrator Users. [PROVIDER NAME] shall not be liable for any loss of data or functionality caused directly or indirectly by the Administrator Users. Subject to the terms and conditions of this SaaS Agreement, Customer shall grant to [PROVIDER NAME] a limited, non-exclusive and non-transferable license, to copy, store, configure, perform, display and transmit Customer Content solely as necessary to provide the SaaS Services to Customer Customer shall: Notify [PROVIDER NAME] immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, Report to [PROVIDER NAME] immediately and use reasonable efforts to stop any unauthorized use of the SaaS Services that is known or suspected by Customer, and Not provide false identity information to gain access to or use the SaaS Services. Customer is solely responsible for collecting, in putting and updating all Customer Content stored on the Host, and for ensuring that the Customer Content does not Include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, or Contain anything that is obscene, defamatory, harassing, offensive or malicious. limitationS of the license The Hosted Services may only be used by the officers, employees, agents and subcontractors of the Customer; The Hosted Services may only be used by the named users identified The Hosted Services must not be used at any point in time by more than the number of concurrent users specified in section.","SaaS Agreement","7",513,"https://templates.business-in-a-box.com/imgs/1000px/saas-agreement-D12704.png","https://templates.business-in-a-box.com/imgs/250px/12704.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12704.xml",{"title":96,"description":6},"saas agreement",[98,100],{"label":33,"url":99},"business-legal-agreements",{"label":33,"url":99},"supply agreement","/template/supply-agreement-D12704",{"description":104,"descriptionCustom":6,"label":105,"pages":106,"size":107,"extension":10,"preview":108,"thumb":109,"svgFrame":110,"seoMetadata":111,"parents":112,"keywords":118,"url":119},"COMPANY NAME:_______________________ Address: _______________________________________ City: ______________________________ State/Province: ___________ Zip/postal code__________ Country: ________________ Phone: _________________ Fax: __________________ Email: _________________________________________ Purchase Order The following number must appear on all related correspondence, shipping papers, and invoices: P.O. NUMBER: Contact: Address: _______________________________________ City: ______________________________ State/Province: ___________ Zip/postal code___________ Country: ________________ Phone: _________________ Fax: __________________ Email: _________________________________________ Ship To:","Purchase Order","1",49,"https://templates.business-in-a-box.com/imgs/1000px/purchase-order-D1411.png","https://templates.business-in-a-box.com/imgs/250px/1411.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1411.xml",{"title":6,"description":6},[113,115],{"label":17,"url":114},"sales-marketing",{"label":116,"url":117},"Bids & Quotes","bids-quotes","purchase order","/template/purchase-order-D1411",{"description":121,"descriptionCustom":6,"label":122,"pages":123,"size":124,"extension":10,"preview":125,"thumb":126,"svgFrame":127,"seoMetadata":128,"parents":129,"keywords":134,"url":135},"Asset Purchase Agreement Prepared By: Your Name Job Title Phone 555.555.5555 Email info@yourbusiness.com www.yourbusiness.com TABLE OF CONTENTS Pages 1 - INTERPRETATION 6 1.1 Definitions 6 Extended Meanings 9 1.3 Interpretation Not Affected by Headings 9 1.4 Applicable Law 9 1.5 Funds 9 1.6 Financial Documents 9 1.7 Invalidity 10 1.8 Business Day 10 1.9 Preamble 10 2 - PURCHASED ASSETS 10 2.1 Purchased Assets 10 2.2 Excluded Assets 11 2.3 Leases and Retention of Ownership Agreements 12 2.4 Removal of Purchased Assets 12 2.5 Forward Commitments 12 2.6 Assets Used in the Business 12 3 - PURCHASE AND SALE 12 3.1 Purchase Price 12 3.2 Default 13 3.3 Balance of Price 13 3.4 Allocation of the Purchase Price 13 3.5 No Assumption of Liabilities 13 3.6 Payment of Taxes 14 3.7 Adjustments 14 3.8 Net Worth Adjustment 14 3.9 Disagreement Regarding Adjustment of Purchase Price 14 3.10 Escrow of Purchase Price 14 4 - CLOSING AND CONDITIONS PRECEDENT TO THE SALE 15 4.1 Closing Date 15 4.2 Conditions Precedent to Closing in Favor of the Purchaser 15 4.2.1 Corporate Authorization 15 4.2.2 Statements 15 4.2.3 Truth of Representations and Warranties 15 4.2.4 Compliance with Terms and Conditions 15 4.2.5 Governmental Approvals 16 4.2.6 Approval of Purchaser's Counsel 16 4.2.7 Prohibited Actions 16 4.2.8 Delivery of Documents and Title Deeds 16 4.2.9 Legal Opinion of Seller's Counsel 16 4.2.10 Non-Competition Agreements 16 4.2.11 Residence 16 4.2.12 Bulk Sale Affidavit 17 4.2.13 Tax Election Form 17 4.2.14 Powers of Attorney 17 4.2.15 Consents 17 4.2.16 Due Diligence 17 4.2.17 No Substantial Damage or Adverse Change 17 4.2.18 No Adverse Legislation 17 4.2.19 Delivery of Documents 17 4.3 Conditions Precedent to Closing in Favor of the Seller 18 4.3.1 Letter of Credit 18 4.3.2 Truth of Representations and Warranties 18 4.3.3 Compliance with Terms and Conditions 18 4.3.4 Legal Opinion of Purchaser's Counsel 18 4.4 Risk of Loss 18 4.5 Notification 19 5 - REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PURCHASER 19 5.1 Representations and Warranties of Seller 19 5.1.1 Due Incorporation and Qualification to Carry on Business 19 5.1.2 Binding Nature 19 5.1.3 Title of Assets 19 5.1.4 Options, Commitments 20 5.1.5 No Violation 20 5.1.6 Books and Records 20 5.1.7 Business Conducted in Ordinary Course 20 5.1.8 Leases 21 5.1.9 Uses 21 5.1.10 Work Orders 21 5.1.11 Litigation 22 5.1.12 Proprietary Rights 22 5.1.13 Infringement of Proprietary Rights 22 5.1.14 Compliance with Laws 22 5.1.15 Employment Agreements 23 5.1.16 Labour Unions 23 5.1.17 Labour Practices 23 5.1.18 Pension Plans 23 5.1.19 Restrictive Documents 24 5.1.20 Outstanding Long Term Indebtedness 24 5.1.21 Outstanding Guarantees 24 5.1.22 Insurance 24 5.1.23 Taxes 24 5.1.24 Withholdings 25 5.1.25 Condition of Purchased Assets 25 5.1.26 Clients and Supplies 25 5.1.27 Vacation Pay 25 5.1.28 Residence 25 5.1.29 Knowledge 25 5.1.30 Liabilities 26 5.1.31 Inventories 26 5.1.32 Financial Statements 26 5.1.33 Absence of Certain Developments 26 5.1.34 No Material Adverse Change 27 5.1.35 Other Agreements 27 5.1.36 Environmental Matters 28 5.1.37 Reliance 29 5.1.38 Evidence 29 5.1.39 Standard of Conduct 29 5.2 Representations and Warranties of the Purchaser 29 5.2.1 Due Incorporation 29 5.2.2 Binding Nature 29 5.2.3 No Violation 29 5.3 Survival 30 5.4 Indemnification of the Purchaser 30 5.5 Warranty Work 30 6 - EMPLOYEES 31 6.1 List of Non-Unionized Employees 31 6.2 Employment to Non-Unionized Employees 31 6.3 Claims by Non-Unionized Employees 31 6.4 Pension Plan for Employees 31 6.5 Assumption of Collective Agreement 32 6.6 List of Unionized Employees 32 6.7 Offers to Unionized Employees 32 6.8 Short Term and Long Term Disability 33 6.9 Benefit Plans 33 7 - MUTUAL COOPERATION 33 7.1 Conduct of Business Prior to Closing 33 (a) Conduct Business in Ordinary Course 33 (b) Continue Insurance 33 (c) Perform Obligations 33 7.2 Access for Investigation Prior to Closing 33 7.3 Actions to Satisfy Closing Conditions 34 7.4 Transfer of Purchased Assets 34 7.5 Assistance in Judicial Claims 35 7.6 Collection of Receivables 35 7.7 Accounts Receivable 35 7.8 Differentiation of Products 36 8 - MISCELLANEOUS 36 8.1 Successors and Assigns 36 8.2 Brokers 36 8.3 Legal Fees 36 8.4 Public Announcement 36 8.5 Entire Agreement 36 8.6 Notices 37 8.7 Time of Essence 37 8.8 Counterparts 37 9 - GUARANTEE 37 9.1 Intervention of the Guarantor 37 9.2 Indulgence 38 9.3 Disability of Purchaser 38 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST PART] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PART] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller carries on the business of [NUMBER] WHEREAS the Seller has agreed to sell and the Purchaser has agreed to purchase certain assets relating to the Business upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE [COMPANY NAME] HERETO AGREE AS FOLLOWS: INTERPRETATION Definitions Unless the subject matter or context otherwise requires: \"Affiliate\" has the meaning ascribed to the term \"affiliated corporations\" in the [COUNTRY Business Corporations Act]. \"Associate\" has the meaning ascribed to the term \"associate\" in the [COUNTRY Business Corporations Act]. \"Balance of Price\" has the meaning ascribed thereto in Section 3.1.2. \"Books and Records\" means any books and records (originals or copies thereof) of Seller relating exclusively to the Business including, without limitation, books and records relating to the purchase materials and supplies, the manufacture, assembly and processing of products, sales of products, dealings with customers and franchises, invoices, customer lists, mailing lists, suppliers lists, trademarks and trade names, financial records, personnel records (to the extent permitted by law) and taxes (excluding Seller's income tax and other tax records unrelated to the Business).","Asset Purchase Agreement","37",259,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement-D928.png","https://templates.business-in-a-box.com/imgs/250px/928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#928.xml",{"title":6,"description":6},[130,131],{"label":33,"url":99},{"label":132,"url":133},"Purchase & Sale Agreements","purchase-sale-agreement","asset purchase agreement","/template/asset-purchase-agreement-D928",{"description":137,"descriptionCustom":6,"label":138,"pages":139,"size":91,"extension":10,"preview":140,"thumb":141,"svgFrame":142,"seoMetadata":143,"parents":145,"keywords":144,"url":150},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. 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Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[178],{"label":179,"url":180},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",false,{"seo":185,"reviewer":196,"legal_disclaimer":200,"quick_facts":201,"at_a_glance":203,"personas":207,"variants":232,"glossary":259,"clauses":293,"how_to_fill":344,"common_mistakes":385,"faqs":410,"industries":438,"comparisons":455,"diy_vs_lawyer":467,"jurisdictions":480,"related_template_ids_curated":501,"schema":511,"classification":512},{"meta_title":186,"meta_description":187,"primary_keyword":188,"secondary_keywords":189},"Contract for the Sale of Goods Template (Free Word)","Free contract for the sale of goods template covering price, delivery, warranties, title transfer, and dispute resolution. Used in 190+ countries. Free Word and PDF download.","contract for the sale of goods template",[190,191,192,193,194,195],"sale of goods contract template","goods sale agreement template","sales contract template word","sale of goods agreement free","commercial sales contract template","b2b sales contract template",{"name":197,"credential":198,"reviewed_date":199},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":202,"legal_review_recommended":200,"signature_required":200,"notarization_required":183},"medium",{"what_it_is":204,"when_you_need_it":205,"whats_inside":206},"A Contract for the Sale of Goods is a legally binding agreement between a seller and a buyer that records the terms under which ownership of physical goods transfers in exchange for payment. This free Word download covers product description, price, payment terms, delivery, risk of loss, warranties, inspection rights, and dispute resolution in a single document you can edit online and export as PDF.\n","Use it any time two businesses — or a business and a consumer — agree to the purchase and sale of tangible goods above a value where a verbal arrangement creates unacceptable risk. Most jurisdictions require a written contract for goods transactions above a statutory threshold (typically $500 in the US under UCC Article 2).\n","Parties and recitals, goods description and quantity, purchase price and payment terms, delivery schedule and shipping terms (FOB, CIF, or DAP), title and risk-of-loss transfer, warranties and disclaimers, inspection and acceptance, limitation of liability, default and remedies, and governing law and dispute resolution.\n",[208,212,216,220,224,228],{"title":209,"use_case":210,"icon_asset_id":211},"Product manufacturers","Documenting bulk orders with distributors or wholesale buyers","persona-manufacturer",{"title":213,"use_case":214,"icon_asset_id":215},"Wholesale distributors","Formalizing recurring purchase terms with retail or commercial customers","persona-distributor",{"title":217,"use_case":218,"icon_asset_id":219},"Small business owners","Protecting payment and delivery terms when selling inventory to another business","persona-small-business-owner",{"title":221,"use_case":222,"icon_asset_id":223},"Procurement managers","Locking in supplier terms for raw materials, equipment, or components","persona-procurement-manager",{"title":225,"use_case":226,"icon_asset_id":227},"Importers and exporters","Establishing title transfer, shipping terms, and currency risk allocation for cross-border orders","persona-importer-exporter",{"title":229,"use_case":230,"icon_asset_id":231},"Startup founders","Securing first product supply agreements without an in-house legal team","persona-startup-founder",[233,237,241,244,247,251,255],{"situation":234,"recommended_template":235,"slug":236},"One-time sale of a single high-value item between two parties","Simple Sale of Goods Agreement","sale-agreement-for-international-goods-D12553",{"situation":238,"recommended_template":239,"slug":240},"Ongoing supply of goods on a recurring basis","Supply Agreement","supply-agreement-D12704",{"situation":242,"recommended_template":122,"slug":243},"Selling a business's tangible assets as a going concern","asset-purchase-agreement-D928",{"situation":245,"recommended_template":246,"slug":236},"Cross-border sale requiring customs and Incoterms documentation","International Sale of Goods Contract",{"situation":248,"recommended_template":249,"slug":250},"Consumer-facing retail transaction with warranty and return terms","Product Purchase Agreement","purchase-agreement-D12670",{"situation":252,"recommended_template":253,"slug":254},"Sale of goods with an installment payment schedule","Installment Sale Agreement","installment-sale-contract-D12709",{"situation":256,"recommended_template":257,"slug":258},"Sale of goods combined with installation or service obligations","Supply and Services Agreement","supply-agreement-D918",[260,263,266,269,272,275,278,281,284,287,290],{"term":261,"definition":262},"Title (to Goods)","Legal ownership of the goods, which passes from seller to buyer at the moment specified in the contract — typically on delivery or on payment in full.",{"term":264,"definition":265},"Risk of Loss","The point at which the buyer bears financial responsibility if the goods are damaged or destroyed in transit — often tied to when title passes.",{"term":267,"definition":268},"FOB (Free on Board)","A shipping term specifying the point at which the seller's responsibility ends and the buyer's begins — FOB Origin means the buyer assumes risk at the seller's dock; FOB Destination means risk transfers on delivery.",{"term":270,"definition":271},"Incoterms","A set of internationally standardized trade terms published by the International Chamber of Commerce that define delivery obligations, costs, and risk transfer points in cross-border sales.",{"term":273,"definition":274},"Implied Warranty of Merchantability","A default guarantee under most goods-sale statutes that goods are fit for their ordinary purpose, unless expressly disclaimed in writing.",{"term":276,"definition":277},"Warranty Disclaimer","A clause that explicitly excludes implied warranties — typically requiring conspicuous language like 'AS IS' or 'WITH ALL FAULTS' to be enforceable.",{"term":279,"definition":280},"Acceptance","The buyer's formal acknowledgment that the goods conform to the contract, triggering the payment obligation and starting any contractual warranty period.",{"term":282,"definition":283},"Rejection","The buyer's right to refuse non-conforming goods within a reasonable inspection period, typically requiring written notice stating the specific defects.",{"term":285,"definition":286},"Consequential Damages","Indirect losses flowing from a breach — such as lost profits or business interruption — that are commonly excluded by contract to limit seller liability.",{"term":288,"definition":289},"Force Majeure","A clause excusing a party from performance when an unforeseeable event outside its control — such as a natural disaster or government embargo — makes delivery impossible.",{"term":291,"definition":292},"Liquidated Damages","A pre-agreed sum payable on breach, specified in the contract as a reasonable estimate of likely harm rather than a penalty.",[294,299,304,309,314,319,324,329,334,339],{"name":295,"plain_english":296,"sample_language":297,"common_mistake":298},"Parties and recitals","Identifies the seller and buyer by their full legal names and roles, and briefly states the commercial context for the transaction.","This Contract for the Sale of Goods ('Agreement') is entered into as of [DATE] by and between [SELLER LEGAL NAME], a [STATE] [ENTITY TYPE] ('Seller'), and [BUYER LEGAL NAME], a [STATE] [ENTITY TYPE] ('Buyer').","Using a trade name or DBA instead of the registered legal entity name — if a dispute arises, enforcing the contract against the right entity can require separate litigation to establish identity.",{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Description of goods","Specifies exactly what is being sold — product name, model or SKU, quantity, unit of measure, and any applicable specifications or drawings incorporated by reference.","Seller agrees to sell and Buyer agrees to purchase [QUANTITY] units of [PRODUCT NAME / SKU] as described in Exhibit A ('Goods'), which is incorporated by reference.","Describing goods only by a generic category (e.g., 'widgets') without reference to specifications — leaving the seller free to deliver a technically compliant but commercially useless product.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Purchase price and payment terms","States the total price, per-unit price if applicable, currency, payment method, and due date — along with any late-payment interest.","The purchase price for the Goods is $[AMOUNT] USD ([UNIT PRICE] per unit). Payment is due within [30] days of invoice date. Balances unpaid after [30] days accrue interest at [1.5]% per month.","Omitting the currency when the parties operate in different countries — a $50,000 contract that doesn't specify USD vs. CAD creates a genuine dispute over how much is owed.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Delivery, shipping terms, and risk of loss","Specifies when and where delivery occurs, which Incoterm or FOB term applies, who bears shipping costs, and the exact moment risk of loss transfers from seller to buyer.","Delivery shall occur [FOB SELLER'S FACILITY / DAP BUYER'S ADDRESS] at [ADDRESS] on or before [DATE]. Risk of loss passes to Buyer upon delivery to [CARRIER / BUYER'S DOCK]. Seller shall provide a bill of lading within [2] business days of shipment.","Using 'FOB' without specifying Origin or Destination — the two terms assign risk at opposite ends of the shipping journey and are not interchangeable.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Title transfer","States when legal ownership of the goods passes from seller to buyer — separate from, and often coinciding with, risk of loss.","Title to the Goods shall pass to Buyer upon [DELIVERY / RECEIPT OF FULL PAYMENT], whichever occurs later. Until title passes, Seller retains a purchase-money security interest in the Goods.","Assuming title and risk of loss transfer at the same time without stating it — courts apply UCC defaults that may not match either party's intent, particularly for goods in transit.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Inspection and acceptance","Gives the buyer a defined window to inspect the goods and accept or reject them based on conformity to the contract description.","Buyer shall have [5] business days after delivery to inspect the Goods. Buyer shall be deemed to have accepted the Goods unless written notice of rejection specifying the non-conformity is provided within that period.","No inspection window at all — leaving the buyer's right to reject open-ended and exposing the seller to rejection claims months after delivery.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Warranties and disclaimers","States any express warranties the seller makes (e.g., free from defects for 12 months) and explicitly disclaims implied warranties to limit liability.","Seller warrants that the Goods will be free from material defects in materials and workmanship for [12] months from the date of delivery. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.","Failing to use conspicuous (capitalized or bolded) language for warranty disclaimers — under the UCC and most consumer protection statutes, inconspicuous disclaimers are unenforceable.",{"name":330,"plain_english":331,"sample_language":332,"common_mistake":333},"Default, remedies, and limitation of liability","Defines what constitutes a breach by either party, the remedies available (replacement, refund, or damages), and caps on total liability.","In the event of Seller's material breach, Buyer's exclusive remedies are, at Seller's election: (a) replacement of non-conforming Goods, or (b) a full refund of the purchase price. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES. TOTAL LIABILITY SHALL NOT EXCEED THE PURCHASE PRICE PAID.","Omitting a liability cap entirely — without one, a seller of $5,000 worth of goods can face a consequential-damages claim for millions in lost profits caused by a single delivery failure.",{"name":335,"plain_english":336,"sample_language":337,"common_mistake":338},"Force majeure","Excuses delayed or failed performance when events outside a party's reasonable control — natural disasters, embargoes, pandemics, or port closures — make delivery impossible or commercially impracticable.","Neither party shall be in default for failure to perform to the extent such failure is caused by circumstances beyond that party's reasonable control, including acts of God, government actions, labor disputes, or transportation disruptions. The affected party shall notify the other within [5] business days.","Writing a force majeure clause so broad it covers foreseeable supply-chain risks — courts narrow overly expansive clauses, which can void the protection entirely.",{"name":340,"plain_english":341,"sample_language":342,"common_mistake":343},"Governing law and dispute resolution","Specifies which jurisdiction's laws govern the agreement and how disputes are resolved — litigation, arbitration, or mediation — including venue.","This Agreement is governed by the laws of the State of [STATE], without regard to its conflict-of-laws rules. Any dispute shall be resolved by binding arbitration administered by [AAA] in [CITY, STATE], except that either party may seek injunctive relief in a court of competent jurisdiction.","Choosing a governing state with no meaningful connection to either party or the goods — courts sometimes decline to apply chosen law if it has no reasonable relationship to the transaction.",[345,350,355,360,365,370,375,380],{"step":346,"title":347,"description":348,"tip":349},1,"Enter the legal entity names and effective date","Use the full registered legal names of both seller and buyer — not trade names or DBAs. Confirm the entity type (LLC, corporation, sole proprietorship) and the state of formation for each party.","Cross-reference the buyer's legal name against their purchase order or invoice header to ensure the contracting entity matches the paying entity.",{"step":351,"title":352,"description":353,"tip":354},2,"Complete the goods description and attach specifications","List product name, SKU or model number, quantity, and unit of measure in the body. Attach a detailed specification sheet, technical drawing, or product data sheet as Exhibit A and incorporate it by reference.","If specifications are subject to change, include a version number and date on Exhibit A and add a clause requiring written consent to substitute alternate specifications.",{"step":356,"title":357,"description":358,"tip":359},3,"Set the purchase price, currency, and payment terms","Enter total and per-unit price, state the currency explicitly, and specify payment method (wire, ACH, check). Set a clear due date (e.g., Net 30 from invoice date) and the late-payment interest rate.","For large orders, consider tiered payment — 30% on signing, 70% on delivery — to reduce counterparty credit risk.",{"step":361,"title":362,"description":363,"tip":364},4,"Define delivery and shipping terms using a recognized Incoterm or FOB designation","Choose FOB Origin, FOB Destination, or an Incoterm (DAP, CIF, EXW) and enter the specific location. State the delivery date or window and who arranges and pays for freight and insurance.","For domestic US shipments, FOB Destination is simpler — it makes the seller responsible for delivery and removes ambiguity about who files freight claims.",{"step":366,"title":367,"description":368,"tip":369},5,"Specify when title passes","State whether title transfers on delivery, on payment in full, or on another defined milestone. If the seller wants a security interest until paid, include a purchase-money security interest (PMSI) clause and consider filing a UCC-1 financing statement.","For high-value transactions with extended payment terms, a PMSI protects the seller in a buyer bankruptcy — but it must be perfected by filing before delivery.",{"step":371,"title":372,"description":373,"tip":374},6,"Set the inspection window and acceptance procedure","Enter the number of business days the buyer has to inspect after delivery, specify how rejection must be communicated (written notice, itemized defect list), and state the remedy — replacement, repair, or refund.","Five business days is standard for most commercial goods; complex equipment may warrant 10–15 days to allow functional testing.",{"step":376,"title":377,"description":378,"tip":379},7,"Tailor the warranties and add a conspicuous disclaimer","State the duration and scope of any express warranty. If you are disclaiming implied warranties of merchantability or fitness, use all-caps or bold text to satisfy the UCC's conspicuousness requirement.","For equipment resale, confirm your upstream supplier's warranty passthrough rights before making downstream warranty promises you cannot honor.",{"step":381,"title":382,"description":383,"tip":384},8,"Sign before goods are shipped or payment is made","Both parties must execute before the transaction begins. Use wet signatures or a timestamped e-signature platform. Distribute fully executed copies to both parties and retain with the associated invoice and shipping records.","Attach the signed contract number to the invoice and bill of lading so all three documents can be matched quickly in any dispute or audit.",[386,390,394,398,402,406],{"mistake":387,"why_it_matters":388,"fix":389},"No written contract for transactions over $500","Under UCC Article 2, a contract for the sale of goods worth $500 or more is generally unenforceable unless evidenced by a written record signed by the party against whom enforcement is sought.","Execute a written, signed contract before delivery or payment for any goods transaction above $500. A simple one-page agreement is sufficient for straightforward sales.",{"mistake":391,"why_it_matters":392,"fix":393},"Vague or incomplete goods description","A description that only names a product category — without specifications, SKU, or Exhibit A — lets the seller fulfill with any technically compliant goods, which may be commercially useless to the buyer.","Attach a specification sheet, technical drawing, or product data sheet as a numbered exhibit and incorporate it by reference in the goods description clause.",{"mistake":395,"why_it_matters":396,"fix":397},"Omitting a liability cap on consequential damages","A seller of $10,000 of components that causes a production line shutdown can face a consequential-damages claim worth ten or fifty times the sale price, with no contractual ceiling.","Include an express exclusion of consequential, incidental, and punitive damages and cap total liability at the purchase price paid — stated in all-caps to satisfy conspicuousness requirements.",{"mistake":399,"why_it_matters":400,"fix":401},"Using 'FOB' without specifying Origin or Destination","FOB Origin and FOB Destination assign risk of loss at opposite ends of the shipping journey. An ambiguous FOB term leaves a freight-loss dispute with no clear contractual answer.","Always write 'FOB [SELLER'S FACILITY ADDRESS]' or 'FOB [BUYER'S DELIVERY ADDRESS]' — never just 'FOB' — and confirm which party arranges and pays for freight insurance.",{"mistake":403,"why_it_matters":404,"fix":405},"Warranty disclaimer buried in body text without conspicuous formatting","Under UCC §2-316, a disclaimer of implied warranties must be conspicuous — typically in all-caps, bold, or a contrasting typeface. A disclaimer in standard body text is often unenforceable.","Place warranty disclaimers in a separate numbered clause using all-capital letters for the disclaimer language, and have the buyer initial the clause at signing.",{"mistake":407,"why_it_matters":408,"fix":409},"Signing the contract after goods have already been delivered or paid for","Post-delivery or post-payment contracts create a 'past consideration' problem — courts may find the restrictive clauses (warranty disclaimers, limitation of liability) were not part of the original deal.","Execute the contract before any goods ship and before any payment is made. If circumstances require retroactive documentation, include a clause confirming the agreement governs all prior deliveries under the same order.",[411,414,417,420,423,426,429,432,435],{"question":412,"answer":413},"What is a contract for the sale of goods?","A contract for the sale of goods is a legally binding agreement between a seller and a buyer that documents the terms under which ownership of tangible personal property transfers in exchange for payment. It covers what is being sold, how much is owed, when and how delivery occurs, when title passes, what warranties apply, and how disputes are resolved. In the US, most goods-sale contracts are governed by UCC Article 2.\n",{"question":415,"answer":416},"When is a written contract required for the sale of goods?","In the United States, the UCC Statute of Frauds (§2-201) requires a written contract for goods transactions valued at $500 or more. Without a signed writing, the contract is generally unenforceable by either party. Canada, the UK, and EU member states have comparable written-contract thresholds or statutory requirements. Even below the threshold, a written contract is strongly advisable for any commercial transaction.\n",{"question":418,"answer":419},"What is the difference between a sale of goods contract and a service contract?","A sale of goods contract governs the transfer of title to tangible personal property — physical objects you can touch and move. A service contract governs the performance of work or expertise. When a transaction involves both — such as the sale of custom-manufactured equipment with installation — courts apply a \"predominant purpose\" test to determine which body of law governs. Mixed contracts should explicitly state which terms apply to which component.\n",{"question":421,"answer":422},"What does FOB mean in a sale of goods contract?","FOB stands for Free on Board and designates the point at which the seller's delivery obligation ends and the buyer's risk of loss begins. FOB Origin (or FOB Seller's Facility) means risk passes when goods are loaded at the seller's dock — the buyer bears any loss in transit. FOB Destination means risk passes only when goods are delivered to the buyer's address. Always specify which applies; never use FOB alone.\n",{"question":424,"answer":425},"What warranties apply to a sale of goods?","Two categories apply by default under most goods-sale statutes. Implied warranties — including merchantability (goods fit for ordinary use) and fitness for a particular purpose — arise automatically unless expressly disclaimed in conspicuous written language. Express warranties are any affirmations of fact, descriptions, or samples the seller makes that become part of the basis of the bargain. Sellers should clearly state what warranties they provide and disclaim all others they do not intend to stand behind.\n",{"question":427,"answer":428},"How is risk of loss different from title in a sale of goods contract?","Title is legal ownership; risk of loss is financial responsibility for damage or destruction. They can transfer at different times. Under UCC defaults, risk of loss typically passes to the buyer on delivery to a carrier (for shipment contracts) or when the buyer takes physical possession (for destination contracts). A well-drafted contract specifies both transfer points explicitly rather than relying on UCC gap-fillers.\n",{"question":430,"answer":431},"Can I limit my liability as a seller under a sale of goods contract?","Yes. Commercial contracts between businesses can exclude consequential and incidental damages and cap total liability at the purchase price paid, provided the limitation is not unconscionable and is stated conspicuously. Consumer contracts face stricter limits — some states and many countries prohibit certain liability exclusions in consumer transactions regardless of contract language. Consider consulting a lawyer when selling to consumers across multiple jurisdictions.\n",{"question":433,"answer":434},"Does a sale of goods contract need to be notarized?","No. Notarization is not required for a commercial sale of goods contract to be legally enforceable in the US, Canada, the UK, or the EU. Both parties' signatures — wet ink or electronic — are sufficient. Some industries or government contracts may require notarization as a procedural matter, but this is the exception rather than the rule.\n",{"question":436,"answer":437},"What happens if the goods delivered do not match the contract description?","Under the UCC's \"perfect tender rule,\" a buyer generally has the right to reject goods that fail in any respect to conform to the contract, provided written rejection notice is given within the inspection period. The seller may have a right to cure defects within the original contract period. After acceptance, the buyer's remedy shifts to a damages claim for breach of warranty. A well-drafted contract should specify the inspection window, rejection procedure, and available remedies to avoid ambiguity.\n",[439,443,447,451],{"industry":440,"icon_asset_id":441,"specifics":442},"Manufacturing","industry-manufacturing","Component and raw-material purchase terms, delivery schedules tied to production milestones, PMSI clauses for high-value tooling, and quality-inspection protocols referencing ISO or ASTM standards.",{"industry":444,"icon_asset_id":445,"specifics":446},"Wholesale and Distribution","industry-distributor","Volume pricing tiers, minimum order quantities, consignment arrangements, and FOB Origin terms that shift freight risk to distributor buyers.",{"industry":448,"icon_asset_id":449,"specifics":450},"Retail and E-commerce","industry-retail","Consumer warranty disclosures, return and refund policies incorporated by reference, state-specific sales tax obligations, and cross-border customs documentation for international orders.",{"industry":452,"icon_asset_id":453,"specifics":454},"Construction and Trades","industry-construction","Materials supply contracts with lien-waiver requirements, delivery tied to project phase milestones, and force majeure provisions covering material shortages and supply-chain disruptions.",[456,458,461,464],{"vs":239,"vs_template_id":240,"summary":457},"A supply agreement governs an ongoing, multi-delivery relationship between a seller and buyer — setting framework terms for price, quantity, and delivery that apply to all future purchase orders. A contract for the sale of goods typically documents a single transaction or a defined order. Use a supply agreement when you expect to transact repeatedly over months or years; use a sale of goods contract for discrete, one-time or limited purchases.",{"vs":105,"vs_template_id":459,"summary":460},"purchase-order-D1411","A purchase order is a buyer-issued commercial document authorizing a specific purchase, typically on the buyer's standard terms. A contract for the sale of goods is a mutually negotiated, bilaterally signed agreement that supersedes any battle-of-the-forms conflict between purchase orders and order acknowledgments. For high-value or complex transactions, a signed contract displaces the PO and is far more protective for both parties.",{"vs":122,"vs_template_id":462,"summary":463},"asset-purchase-agreement-D12627","An asset purchase agreement governs the sale of a business's assets — equipment, inventory, IP, and contracts — as part of a transaction, often including representations, indemnities, and closing conditions typical of M&A. A contract for the sale of goods covers routine commercial inventory or product sales between trading partners, without the due-diligence representations and indemnification structures that characterize an asset purchase.",{"vs":80,"vs_template_id":465,"summary":466},"bill-of-sale-D13261","A bill of sale is a short document that records the completed transfer of ownership of specific goods — it is evidence of a transaction that has already occurred. A contract for the sale of goods is a forward-looking agreement establishing enforceable obligations before or during delivery. A bill of sale is often generated after a sale of goods contract closes, serving as the title-transfer record.",{"use_template":468,"template_plus_review":472,"custom_drafted":476},{"best_for":469,"cost":470,"time":471},"Straightforward domestic B2B goods transactions with standard payment and delivery terms","Free","20–30 minutes",{"best_for":473,"cost":474,"time":475},"High-value orders, cross-border transactions, custom specifications, or significant warranty obligations","$300–$800","1–3 days",{"best_for":477,"cost":478,"time":479},"Complex supply chains, regulated products (medical devices, food, chemicals), international Incoterms negotiations, or long-term framework agreements","$1,500–$5,000+","1–3 weeks",[481,486,491,496],{"code":482,"name":483,"flag_asset_id":484,"note":485},"us","United States","flag-us","UCC Article 2 governs most goods-sale contracts in all 50 states (Louisiana has partial adoption). The Statute of Frauds requires a written contract for transactions of $500 or more. Warranty disclaimers must be conspicuous under UCC §2-316. The CISG applies automatically to international sales between US parties and foreign parties in CISG member states unless expressly opted out.",{"code":487,"name":488,"flag_asset_id":489,"note":490},"ca","Canada","flag-ca","Each province has a Sale of Goods Act modeled on the UK's 1979 Act, imposing implied conditions of merchantable quality and fitness for purpose. Quebec is a civil-law jurisdiction with its own Civil Code provisions on sale. Canada is a CISG signatory, so cross-border sales to other member-state parties are governed by the CISG unless excluded. Consumer protection legislation in each province adds further mandatory implied terms for consumer transactions.",{"code":492,"name":493,"flag_asset_id":494,"note":495},"uk","United Kingdom","flag-uk","The Sale of Goods Act 1979 (as amended) and the Consumer Rights Act 2015 govern goods sales in England, Wales, and Scotland. Implied terms of satisfactory quality and fitness for purpose cannot be excluded in consumer contracts. For B2B contracts, the Unfair Contract Terms Act 1977 requires exclusion clauses to satisfy a reasonableness test. The UK is no longer an EU member but remains a CISG contracting state.",{"code":497,"name":498,"flag_asset_id":499,"note":500},"eu","European Union","flag-eu","EU member states are largely CISG signatories, which applies by default to cross-border commercial goods transactions between parties in different contracting states. The EU Sale of Goods Directive (2019/771) harmonizes consumer goods warranty rules across member states, requiring at least a two-year conformity guarantee. National civil codes (e.g., the German BGB, French Code Civil) supplement the CISG for domestic transactions and fill gaps where the CISG is silent.",[240,459,502,243,503,504,505,506,507,508,509,510],"bill-of-sale-D1229","non-disclosure-agreement-nda-D12692","commercial-invoice-D383","independent-contractor-agreement-D160","distribution-agreement-D12698","warranty-and-guarantee-policy-D13800","letter-of-intent_acquisition-of-business-D5197","service-agreement-D12711","credit-note-D13639",{"emit_how_to":200,"emit_defined_term":200},{"primary_folder":99,"secondary_folder":513,"document_type":514,"industry":515,"business_stage":516,"tags":517,"confidence":522},"sales-and-purchase","agreement","general","all-stages",[518,519,513,520,521],"contract","legal","goods","payment-terms",0.95,"\u003Ch2>What is a Contract for the Sale of Goods?\u003C/h2>\n\u003Cp>A \u003Cstrong>Contract for the Sale of Goods\u003C/strong> is a legally binding agreement between a seller and a buyer that establishes the terms under which ownership of tangible personal property transfers in exchange for an agreed price. It records exactly what is being sold, the quantity and specifications, the purchase price and payment schedule, delivery obligations and risk-of-loss transfer, express warranties, inspection rights, and the remedies available if either party fails to perform. In the United States, most goods-sale contracts are governed by Article 2 of the Uniform Commercial Code (UCC), which fills any gaps the parties leave in their written agreement — often in ways that neither party intended.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Relying on a verbal agreement or an informal email exchange for a commercial goods transaction leaves both parties exposed at every stage of the deal. Without a written contract, the UCC's default rules determine when title passes, who bears the risk if goods are damaged in transit, and what warranties the seller is deemed to have made — answers that frequently surprise the party that loses. For transactions of $500 or more, an unsigned arrangement is unenforceable under the UCC Statute of Frauds, meaning a buyer who refuses to pay or a seller who delivers defective goods cannot be held to account in court. A signed contract for the sale of goods closes these gaps: it fixes the price, locks delivery terms to a recognized Incoterm or FOB designation, caps the seller's consequential-damages exposure, and gives the buyer a defined window to inspect and reject non-conforming goods. This template gives you a professionally structured starting point in minutes — saving the cost of a drafting engagement for straightforward commercial transactions while preserving the option of a targeted legal review for higher-stakes deals.\u003C/p>\n",1781185935965]