[{"data":1,"prerenderedAt":522},["ShallowReactive",2],{"document-master-agreement-sale-of-merchandise-D1246":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":174,"customdescription":6,"mdFm":175,"mdProseHtml":521},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"MASTER AGREEMENT This Master Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Seller\"), 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: [COMPANY NAME] (the \"Buyer\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS from time to time, the Buyer will be placing orders with the Seller for the manufacture and sale of merchandise by the Seller; WHEREAS the parties have agreed that the terms and conditions contained herein shall apply to all orders placed by the Buyer with the Seller; CONSEQUENTLY, the Buyer and the Seller have agreed as follows: 1. SCOPE OF MASTER AGREEMENT All orders placed by the Buyer with the Seller and evidenced by the Seller's form of order confirmation (as the same may be amended from time to time) (hereinafter an \"order confirmation\"), whether or not same is signed by the Buyer, shall be subject to and governed by the terms and conditions of the present Master Agreement, unless otherwise modified as hereinabove mentioned. 2. DELIVERY AND TENDER (a) The acceptance of a shipment by any carrier customarily used by the public shall constitute a delivery to the Buyer, or, in the absence of shipping instructions; the mailing of the customary invoice shall constitute a delivery. (b) Any delivery made within [NUMBER] days after the date or dates specified for delivery in the order confirmation shall constitute a good delivery, or a tender made within [NUMBER] days after date specified for delivery in the order confirmation shall constitute a good tender. (c) Where deliveries are specified to be made in or during several calendar months, each month's deliveries shall constitute a separate contract, and any instalment of goods or part thereof delivered shall be paid for in accordance with the terms of the confirmation order, regardless of claims by either party relating to any other delivered or undelivered goods. (d) Delivery of any quantity between [PERCENTAGE %] and [PERCENTAGE %] of the quantity ordered shall constitute good and sufficient delivery and the Buyer shall accept and pay for such merchandise pro rata in accordance with other terms of this agreement and the confirmation order. 3. STRIKES AND CASUALTIES Where the Seller is unable to make delivery of any portion of the merchandise covered by this Master Agreement due to a labor dispute, accident, fire, war, government regulations or any cause whatsoever beyond the control of the Seller, the Seller shall not be liable for such inability to make delivery if, within a reasonable time, he notifies the Buyer by prepaid post of the cause of such inability and that the contract for the undelivered portion of the merchandise is cancelled or that he will make delivery of such merchandise at a future date to be named in the notice, and the Buyer may, within [NUMBER] days of the date of mailing of such notice, notify the Seller by prepaid post that he will accept delivery of the merchandise pursuant to the terms of the Seller's notice or cancel the undelivered portion of the contract, but upon the Buyer's failure to so notify the Seller the undelivered portion of the contract shall be cancelled. 4. PAYMENT TERMS The terms of payment in respect of any order made by the Buyer set forth in the order confirmation in respect of such order shall apply to any contract referred to herein. Every reference herein to a \"contract\" shall be construed as meaning the Buyer's order, as reflected by the said order confirmation. 5. CREDIT The Seller reserves the option to discontinue deliveries to the Buyer or to cancel the whole or the balance or any part of any contract with the Buyer if payment on any shipment be delayed or if amount of credit granted be exceeded or whenever the Seller is dissatisfied with the Buyer's credit standing. Interest at [PERCENTAGE %] per month ([PERCENTAGE %] annually) shall be charged on all overdue accounts. The Seller reserves the right, at its option, even after partial payment on account of any contract with the Buyer, to require from the Buyer, satisfactory security for due performance of its obligations, and the refusal to furnish such satisfactory security or failure of the Buyer to execute any of its obligations under any existing contract will entitle the Seller, upon notice to the Buyer, to suspend shipments or cancel any contract or so much of it as may remain unexecuted, without prejudice to any claim for damages to which the Seller may be entitled. All goods stored and/or processed at the premises of the Seller shall remain the property of the Seller until paid for in full. Notwithstanding any indication by the Buyer to the contrary, the Seller may impute any sums received from the Buyer against such outstanding indebtedness of the Buyer to the Seller, whether liquidated or not, present or future, as the Seller may, in its sole discretion, determine. 6. DEFAULT The following constitute events of default under this Master Agreement: a) failure to pay any amount due to the Seller under any contract or other agreement between the Seller and the Buyer; b) should any of the goods sold to the Buyer and still in the possession of the Seller become subject to any lien, privilege, seizure or attachment; c) any breach by the Buyer of any of the terms of any contract or other agreement between the Seller and the Buyer; d) should the Buyer have recourse or be subject to any federal or provincial statutes respecting bankruptcy, insolvency or winding up. Upon the occurrence of one or several events of default, the Seller shall be entitled, without prejudice to its other rights and recourses under this Master Agreement or otherwise to: a) recover any amount due under any contract or other agreement between the Seller and the Buyer; b) cancel the whole or part of any contract or other agreement between the Seller and the Buyer; c) take possession of the goods wherever they are located, without demand or notice, and without a court order or other process of law. The Buyer agrees that he will not make nor cause to be made any claim for nor will the Seller be liable for any damages that are caused as a result of the Seller taking possession of the goods;",null,"Master Agreement Sale of Merchandise","5",56,"doc","https://templates.business-in-a-box.com/imgs/1000px/master-agreement_sale-of-merchandise-D1246.png","https://templates.business-in-a-box.com/imgs/250px/1246.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1246.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/","master agreement sale merchandise","Master Agreement Sale of Merchandise Template","https://templates.business-in-a-box.com/imgs/400px/1246.png","https://templates.business-in-a-box.com/imgs/600px/1246.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/",[39,43,47,51,55,59,63,67,71,75,79,83,87,103,116,129,146,160],{"label":40,"url":41,"thumb":42,"extension":10},"Master Service Agreement","/template/master-service-agreement-D12657","https://templates.business-in-a-box.com/imgs/250px/12657.png",{"label":44,"url":45,"thumb":46,"extension":10},"Master Franchise Agreement","/template/master-franchise-agreement-D892","https://templates.business-in-a-box.com/imgs/250px/892.png",{"label":48,"url":49,"thumb":50,"extension":10},"Master Subscription Agreement","/template/master-subscription-agreement-D14010","https://templates.business-in-a-box.com/imgs/250px/14010.png",{"label":52,"url":53,"thumb":54,"extension":10},"Purchase and Sale Agreement","/template/purchase-and-sale-agreement-D13884","https://templates.business-in-a-box.com/imgs/250px/13884.png",{"label":56,"url":57,"thumb":58,"extension":10},"Bulk Sale Agreement","/template/bulk-sale-agreement-D1231","https://templates.business-in-a-box.com/imgs/250px/1231.png",{"label":60,"url":61,"thumb":62,"extension":10},"Conditional Sale Agreement","/template/conditional-sale-agreement-D1235","https://templates.business-in-a-box.com/imgs/250px/1235.png",{"label":64,"url":65,"thumb":66,"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":68,"url":69,"thumb":70,"extension":10},"Sale of Shares Agreement","/template/sale-of-shares-agreement-D340","https://templates.business-in-a-box.com/imgs/250px/340.png",{"label":72,"url":73,"thumb":74,"extension":10},"IP Sale Agreement","/template/ip-sale-agreement-D964","https://templates.business-in-a-box.com/imgs/250px/964.png",{"label":76,"url":77,"thumb":78,"extension":10},"Agreement of Purchase and Sale of Shares","/template/agreement-of-purchase-and-sale-of-shares-D322","https://templates.business-in-a-box.com/imgs/250px/322.png",{"label":80,"url":81,"thumb":82,"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":84,"url":85,"thumb":86,"extension":10},"Agreement of Purchase and Sale of Business Assets","/template/agreement-of-purchase-and-sale-of-business-assets-D318","https://templates.business-in-a-box.com/imgs/250px/318.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},"SERVICE AGREEMENT This SERVICE AGREEMENT (\"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Contractor\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Customer\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] (The Contractor and the Customer shall be individually referred to as a \"Party\" and collectively referred to as the \"Parties\", as the context may require). WHEREAS A. Contractor has experience and expertise in [DESCRIBE EXPERIENCE AND SERVICE]. B. Customer desires to have Contractor provide services for them. C. Contractor desires to provide services to Customer on the terms and conditions set forth herein (the \"Services\"). NOW THEREFORE, in consideration of the above recitals, the representations, warranties, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are now acknowledged, the Parties agree as follows: SERVICES PROVIDED Beginning on upon agreement to this contract, [CONTRACTOR] will provide to [CUSTOMER] the following service (collectively, the /Services\"): Description of the project: [DESCRIBE THE SERVICE REQUIRED]. SCOPE OF WORK Contractor agrees to provide Services pursuant to the Scope of Work set forth in Exhibit A attached hereto (the \"Scope of Work\"). TERM Unless both parties mutually agree on an extension, this contract will automatically terminate on [SPECIFY]. PERFORMANCE The parties agree to do everything possible to ensure that the terms of this Agreement take effect. PAYMENT FOR SERVICES In exchange for the Services rendered, a payment of [SPECIFY] will be made to the Contractor upon completion of the scheduled Services described in this Contract. If an invoice is not paid on the due date, interest will be added to the current balance. These amounts shall be payable, and the Customer shall pay all overdue amounts at the lesser of [SPECIFY] per cent per annum or the maximum percentage permitted by applicable law. Or Customer will pay Contractor as follows: [SPECIFY]. DELIVERY OF SERVICES The Contractor will exercise due diligence in the provision of services. However, the Customer acknowledges that the indicated delivery times and other payment milestones listed in Scope of Work are estimates and do not constitute final delivery dates. SECURITY The Contractor must make reasonable security arrangement to protect Material from unauthorized access, collection, use, alteration or disposal. OWNERSHIP RIGHT The Customer shall hold the copyright for the agreed version of the Services as delivered, and the Customer's copyright notice may be displayed in the final version. All works, ideas, discoveries, inventions, patents, products or other information that may be protected by copyright (collectively, the \"Work Product\" developed in whole or in part by the Contractor in connection with the Services, shall be the exclusive property of the Customer. Upon request, the Contractor shall execute all documents necessary to confirm or perfect the exclusive ownership of the Customer's \"Work Product\". The Contractor retains exclusive rights to pre-existing materials used in the Customer's projects. The Customer shall not have the right to reuse, resell or otherwise transfer material belonging to the contractor or third parties. The Contractor reserves the right to use the finished public product as an example of a product. RETURN OF PROPERTY Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records or Confidential Information which is the property of the Customer. COMPENSATION For all services rendered by the Contractor under this Agreement, the Customer shall indemnify the Contractor. In the event that the Customer fails to make any of the payments mentioned, the Contractor shall have the right, but shall not be obliged, to exercise any of the following remedies: ","Service Agreement","6",513,"https://templates.business-in-a-box.com/imgs/1000px/service-agreement-D12711.png","https://templates.business-in-a-box.com/imgs/250px/12711.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12711.xml",{"title":96,"description":6},"service agreement",[98,100],{"label":33,"url":99},"business-legal-agreements",{"label":33,"url":99},"sales agreement","/template/sales-agreement-D12711",{"description":104,"descriptionCustom":6,"label":105,"pages":90,"size":106,"extension":10,"preview":107,"thumb":108,"svgFrame":109,"seoMetadata":110,"parents":111,"keywords":114,"url":115},"SUPPLY AGREEMENT This Supply Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Supplier\"), 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: [SECOND PARTY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS [YOUR COMPANY NAME] currently supplies and distributes [SPECIFY] (the \"Product\"); WHEREAS [YOUR COMPANY NAME], for the price and subject to the terms and conditions contained herein, is prepared to sell and deliver to the Purchaser, on an ongoing basis and as its exclusive supplier, and the Purchaser is prepared to buy on this basis from [YOUR COMPANY NAME], all of the Purchaser's Product requirements; NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HERETO CONTAINED AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, DULY RECEIVED, THE PARTIES HERETO AGREE AS FOLLOWS: 1. DEFINITIONS AND INTERPRETATION 1.1 Whenever used in this Agreement, the schedules thereto, or any ancillary document thereto, the following terms, unless the subject matter or context otherwise requires, shall have the following meanings: 1.1.1 \"Agreement\" means or refers to this Agreement as amended from time to time and any indenture, agreement or instrument supplemental or ancillary hereto or in implementation hereof; 1.1.2 \"Business Day\" means any day excluding Saturday, Sunday and any other day which in [STATE/PROVINCE], [COUNTRY] is a legal holiday or a day on which financial institutions are authorized by law or by local proclamation to close; 1.1.3 \"Person\" means any individual, company, corporation, partnership, firm, trust, sole proprietorship, government or entity howsoever designated or constituted; and 1.1.4 \"Product\" means or refers to [SPECIFY] sold pursuant to this Agreement. 1.2 Words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders. 1.3 The division of this Agreement into articles and insertion of headings is for convenience and reference only and shall not affect the construction or interpretation of this Agreement. 1.4 All dollar amounts referred to in this Agreement are in lawful money of [COUNTRY]. 1.5 The preamble hereto forms an integral part of this Agreement. 2. SALE AND PURCHASE OF PRODUCTS [YOUR COMPANY NAME] hereby agrees and undertakes to sell to the Purchaser, and the Purchaser agrees and undertakes to purchase from [YOUR COMPANY NAME], for the price and subject to the terms and conditions contained herein, the total requirements of Product needed by the Purchaser for its day-to-day manufacturing and distributing activities during the term of this Agreement. At the date of signing of the present Agreement, the Purchaser estimates its requirements for the current year at $[AMOUNT] of Product. 3. ORDERS AND DELIVERY OF PRODUCTS 3.1 Each order for Products purchased pursuant to this Agreement shall be in writing and shall be sent to the address of the party selling the Products by mail or by fax or in such other manner expressly agreed upon between the interested parties. 3.2 Unless otherwise expressly agreed upon between the parties or as provided in Section 4, the party selling the Products shall be responsible and shall pay for the delivery, to the other party at its address hereinabove mentioned, of such Products sold hereunder. 3.3 Unless otherwise expressly agreed upon between the parties, delivery of the Products purchased hereunder shall be completed within seven Business Days of the receipt, by the party selling the Products, of the written order for such Products. 3.4 In the event that a party fails to deliver any Products requested in an order within the period provided in subsection 3.3 hereinabove, the purchasing party shall be entitled to purchase, from any person, a quantity of Products equal to quantity of Products specified in such order. In such a case, the purchasing party shall be entitled to cancel the order for the Products specified in the order. The purchasing party shall, at the same time an order is made to an other person pursuant to this subsection, send to the other party, a copy of such order indicating the quantity and the price of the Products so purchased. 3.5 The title to the Products sold hereunder shall pass from the selling party to the purchasing party upon complete payment of the purchase price of the Products mentioned in Section 4 hereinafter. The risks of lost or damage to such Products sold hereunder shall pass from the selling party to the purchasing party at the date of the delivery of the Products. 3.6 Each party shall insure the Products purchased by it hereunder for the period starting on the date of receipt of the Products and terminating when complete payment for such Products is made and, upon request, shall provide the other party with the documents evidencing that the Products are so insured. 4. PRICE OF PRODUCTS 4.1 For the initial term of this Agreement stipulated in sub-section 6.1 hereinafter, the price of the Product sold by [YOUR COMPANY NAME] to the Purchaser hereunder shall be [SPECIFY PRICING SCHEME]. 4.2 The prices of the Products sold pursuant to this Agreement during any subsequent term provided for in sub-section 6.1 hereinafter shall be mutually agreed upon by the parties hereunder. 4.3 The prices of the Products determined pursuant to this section 4 shall be delivered prices and shall be increased by the amount of any taxes or other governmental charges payable with respect to the sale of the Products (other than income tax, business or real property taxes) now in effect or becoming effective after the date thereof. 5. TERMS OF PAYMENT 5.1 Each party shall pay to the other party at its address hereinabove mentioned, within [NUMBER] calendar days from the date of receipt of the Products purchased, the price for such Products as determined pursuant to section 4 hereinabove. 5.2 The price of the Products purchased hereunder will be discounted by [PERCENTAGE %] if complete payment for the Products is made within [NUMBER] calendar days of receipt by the purchasing party. 5.3 The Purchaser agrees to pay a monthly interest charge on overdue amounts for Products purchased hereunder calculated on the basis of an annual rate of interest equal to the prime rate in effect on the due date of payment, plus [PERCENTAGE % IN LETTERS] percent (PERCENTAGE %]). 6. TERM OF AGREEMENT 6.1 Subject to the provisions of sub-sections 6.2 to 6.4 hereinafter, this Agreement shall be in force for an initial term of one year commencing on the date of signature. This Agreement shall be automatically renewed for additional [NUMBER IN LETTERS] ([NUMBER]) year terms unless either party terminates it upon written notice given to the other party at least [NUMBER] calendar days prior to the end of the initial term or of any subsequent terms. 6.2 Notwithstanding the provisions of sub-section 6.1, this Agreement shall be automatically terminated in the event that the parties hereto fail to agree in writing, at the latest on the thirtieth day preceding the beginning of any subsequent term, on the price for the Products to be sold hereunder during such subsequent term as provided for in sub-section 4.3 hereinabove. 6.3 Notwithstanding the provisions of sub-section 6.1 and in addition to Section 6","Supply Agreement",62,"https://templates.business-in-a-box.com/imgs/1000px/supply-agreement-D918.png","https://templates.business-in-a-box.com/imgs/250px/918.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#918.xml",{"title":6,"description":6},[112,113],{"label":33,"url":99},{"label":33,"url":99},"supply agreement","/template/supply-agreement-D918",{"description":117,"descriptionCustom":6,"label":118,"pages":119,"size":91,"extension":10,"preview":120,"thumb":121,"svgFrame":122,"seoMetadata":123,"parents":125,"keywords":124,"url":128},"DISTRIBUTION AGREEMENT This Distribution Agreement (the\" Agreement\"), is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), 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: [DISTRIBUTOR NAME] (the \"Distributor\"), 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 the Company wishes to market the Products described in Schedule A (the \"Products\") through the Distributor, it is agreed as follows: DEFINITIONS When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined: \"Agreement\" means this agreement, the Schedules attached hereto and any documents included by reference, as each may be amended from time to time in accordance with the terms of this Agreement; \"Accessories\" means the accessories described in Exhibit A attached hereto, and includes any special devices manufactured by Company and used in connection with the operation of the Goods. Accessories may be deleted from or added to Exhibit A and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor. \"Affiliate means\" any company controlled by, controlling, or under common control with Company. Affiliate means any person, corporation or other entity: (i) which owns, now or hereafter, directly or indirectly [%] or more of any class of the voting stock of Company or is, now or hereafter, directly or indirectly, in effective control of Company; or (ii) [%] or more of any class of the voting stock of which Company, or a party described in paragraph (i), owns, now or hereafter, directly or indirectly, or of which Company, or a party described in paragraph (i), is, now or hereafter, directly or indirectly, in control. \"Customer\" means any person who purchases or leases Products from Distributor. \"Delivery Point\" means Company's facilities at [FULL ADDRESS]. Delivery point means Distributor's facilities at [FULL ADDRESS]. \"Exhibit\" means an exhibit attached to this agreement. \"Goods\" means those items described in Exhibit B. Goods may be deleted from or added to Exhibit B and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor. \"Products\" means Goods, Accessories, and Spare Parts. \"Spare Parts means\": (i) all parts and components of the Goods; (ii) any special devices used in connection with the maintenance or servicing of the Goods. Company warrants that a complete list of Spare Parts is set forth in Exhibit C. Spare parts may be deleted from or added to Exhibit C and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor. \"Specifications\" means those specifications set forth in Exhibit D. \"Territory\" means the following geographic area or areas: [SPECIFY]. \"Trademark\" means any trademark, logo, service mark or other commercial designation, whether or not registered, used to represent or describe the Products of Company, as set forth in Exhibit E. APPOINTMENT OF DISTRIBUTOR Company hereby appoints Distributor as Company's nonexclusive distributor of Products in the Territory, and Distributor accepts that position. It is understood that Company cannot lawfully prevent its distributors located elsewhere from supplying Products for sale or use within the Territory and that it has no obligation to do so. Distributor shall not solicit sales of Product or promote the sale of Products outside the Territory. Distributor shall not establish an office or warehouse outside the Territory for the sale of Products. REFERRALS If Company or any Affiliate is contacted by any party inquiring about the purchase of Products in the Territory (other than Distributor or a party designated by Distributor), Company shall, or shall cause that Affiliate to, refer such party to Distributor for handling. RELATIONSHIP OF PARTIES Distributor is an independent contractor and is not the legal representative or agent of Company for any purpose and shall have no right or authority (except as expressly provided in this Agreement) to incur, assume or create in writing or otherwise, any warranty over any of Company's employees, all of whom are entirely under the control of Company, who shall be responsible for their acts and omissions. Distributor shall, at its own expense, during the term of this Agreement and any extension thereof, maintain full insurance under any Workmen's Compensation Laws effective in the state or other applicable jurisdiction covering all persons employed by and working for it in connection with the performance of this Agreement, and upon request shall furnish Company with satisfactory evidence of the maintenance of such insurance. Distributor accepts exclusive liability for all contributions and payroll taxes required under [LAWS] or other payments under any laws of similar character in any applicable jurisdiction as to all persons employed by and working for it. Nothing contained in this Agreement shall be deemed to create any partnership or joint venture relationship between the parties. SALE OF PRODUCTS BY DISTRIBUTOR Distributor agrees to exercise its best efforts to develop the largest possible market for the Products in the Territory and shall continuously offer, advertise, demonstrate and otherwise promote the sale of Products in the Territory. The parties have consulted together and now agree that if Distributor's best efforts are used as provided in this Section, a minimum of [SPECIFY] Products (\"Annual Market Potential\") will be purchased and distributed in the Territory during the first year of this Agreement. At the beginning of each subsequent year hereunder the parties will consult together in good faith and agree on the Annual Market Potential applicable to that year; provided, however, that if they cannot agree, the Annual Market Potential for the immediately Preceding year will apply to the current year. COMPETING PRODUCTS Distributor agrees that it will not distribute or represent any Products in the Territory which compete with the Products during the term of this Agreement or any extensions thereof. ADVERTISING Distributor shall be entitled, during the term of the distributorship created by this Agreement and any extension thereof, to advertise and hold itself out as an authorized Distributor of the Products. At all times during the term of the distributorship created by this Agreement and any extension thereof, Distributor shall use the Trademarks in all advertisements and other activities conducted by Distributor to promote the sale of the Products. Distributor shall submit examples of all proposed advertisements and other promotional materials for the Products to Company for inspection and Distributor shall not use any such advertisements or promotional materials without having received the prior written consent of Company to do so. Distributor shall not, pursuant to this Agreement or otherwise, have or acquire any right, title or interest in or to Company's Trademarks. NEW PRODUCTS","Distribution Agreement","15","https://templates.business-in-a-box.com/imgs/1000px/distribution-agreement-D12544.png","https://templates.business-in-a-box.com/imgs/250px/12544.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12544.xml",{"title":124,"description":6},"distribution agreement",[126,127],{"label":33,"url":99},{"label":33,"url":99},"/template/distribution-agreement-D12544",{"description":130,"descriptionCustom":6,"label":131,"pages":132,"size":133,"extension":10,"preview":134,"thumb":135,"svgFrame":136,"seoMetadata":137,"parents":138,"keywords":144,"url":145},"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},[139,141],{"label":17,"url":140},"sales-marketing",{"label":142,"url":143},"Bids & Quotes","bids-quotes","purchase order","/template/purchase-order-D1411",{"description":147,"descriptionCustom":6,"label":148,"pages":149,"size":91,"extension":10,"preview":150,"thumb":151,"svgFrame":152,"seoMetadata":153,"parents":155,"keywords":154,"url":159},"EXCLUSIVE DISTRIBUTION AGREEMENT This Exclusive Distribution Agreement (the\" Agreement\"), is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), 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: [DISTRIBUTOR NAME] (the \"Distributor\"), 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 the Company wishes to market the Products described in Schedule A (the \"Products\") through the Distributor, it is agreed as follows: DEFINITIONS 1.1 When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined: 1.2 \"Agreement\" means this agreement, the Schedules attached hereto, and any documents included by reference, as each may be amended from time to time in accordance with the terms of this Agreement. 1.3 \"Accessories\" means the accessories described in Exhibit A attached hereto, and includes any special devices manufactured by Company and used in connection with the operation of the Goods. Accessories may be deleted from or added to Exhibit A and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor. 1.4 \"Affiliate means\" any company controlled by, controlling, or under common control with the Company. Affiliate means any person, corporation or other entity: which owns, now or hereafter, directly or indirectly, twenty-five percent (25%) or more of any class of the voting stock of Company or is, now or hereafter, directly or indirectly, in effective control of Company; or twenty-five percent (25%) or more of any class of the voting stock of which Company, owns, now or hereafter, directly or indirectly, or of which the Company, or a party is, now or hereafter, directly or indirectly, in control. 1.5 \"Customer\" means any person who purchases or leases Products from Distributor. 1.6 \"Delivery Point\" means Company's facilities at [FULL ADDRESS]. 1.7 \"Exhibit\" means an exhibit attached to this agreement. 1.8 \"Goods\" means those items sold, as described below. \"Products\" means Goods, Accessories, and Spare Parts. 1.10 \"Spare Parts means\": (i) all parts and components of the Goods; (ii) any special devices used in connection with the maintenance or servicing of the Goods. 1.11 \"Specifications\" means those specifications set forth below. 1.12 \"Territory\" means the following geographic area or areas: [SPECIFY]. During the term of this Agreement, Distributor shall have the first right of refusal at its option to expand the Territory in order to distribute the Products on an exclusive basis in [COUNTRIES]. Company shall give Distributor written notice and the terms under which it intends to permit distribution, or the terms of any offer or request from a third party for rights to distribute, any of the Products in any country not then included in the Territory. Distributor shall accept or reject such offer in writing within [NUMBER] days after receipt thereof, and, if Distributor accepts such offer, the Territory shall be appropriately expanded. 1.13 \"Trademark\" means any trademark, logo, service mark or other commercial designation, whether or not registered, used to represent or describe the Products of the Company. APPOINTMENT OF DISTRIBUTOR 2.1 Company hereby appoints Distributor as Company's exclusive distributor of Products in the Territory, and Distributor accepts that position. Company, to the extent that it is legally Permitted to do so, (i) shall not appoint any distributor or agent in the Territory for the Products other than Distributor, (ii) shall not, and shall cause any Affiliate not to, knowingly sell Products to any person other than Distributor or a party designated by Distributor for use or resale within the Territory (except pursuant to any agreement effective at the time this Agreement became applicable to the service so provided), and (iii) shall use its best efforts to prevent any party other than Distributor from seeking customers for the Products in the Territory, from establishing any branch related to the distribution of Products in the Territory, or from maintaining any distribution depot with respect to the Products in the Territory. If Company, or any Affiliate, sells any Product which is eventually resold in the Territory (other than a sale to Distributor or a party designated by Distributor) and Company, or that Affiliate, had reason to know at the time of its sale of that Product that such resale was likely to occur, Company shall, immediately after the trigger sale (which shall be the resale of the Product in the territory or the sale immediately preceding the use of the Product in the Territory) is contracted, pay to the Distributor [PERCENT] % of the price of that Product under this Agreement at the time that the trigger sale was contracted, which payment shall represent a recapture of certain advertising and capital expenditures made by Distributor. Nothing contained in this Section shall affect any other right or remedy which Distributor may have pursuant to this Agreement. Referrals 3.1 If Company or any Affiliate is contacted by any party inquiring about the purchase of Products in the Territory (other than Distributor or a party designated by Distributor), Company shall, or shall cause that Affiliate to, refer such party to Distributor for handling. Relationship of Parties Distributor is an independent contractor and is not the legal representative or agent of Company for any purpose and shall have no right or authority (except as expressly provided in this Agreement) to incur, assume or create in writing or otherwise, any warranty over any of Company's employees, all of whom are entirely under the control of Company, who shall be responsible for their acts and omissions. Distributor shall, at its own expense, during the term of this Agreement and any extension thereof, maintain full insurance under any Workmen's Compensation Laws effective in the state or other applicable jurisdiction covering all persons employed by and working for it in connection with the performance of this Agreement, and upon request shall furnish Company with satisfactory evidence of the maintenance of such insurance. Distributor accepts exclusive liability for all contributions and payroll taxes required under Federal Social Security Laws and State Unemployment Compensation Laws or other payments under any laws of similar character in any applicable jurisdiction as to all persons employed by and working for it. Nothing contained in this Agreement shall be deemed to create any partnership or joint venture relationship between the parties. Sale of Products by Distributor 5.1 Distributor agrees to exercise its best efforts to develop the largest possible market for the Products in the Territory and shall continuously offer, advertise, demonstrate and otherwise promote the sale of Products in the Territory. The parties have consulted together and now agree that if Distributor's best efforts are used as provided in this Section, a minimum of [SPECIFY] Products (\"Annual Market Potential\") will be purchased and distributed in the Territory during the first year of this Agreement. ","Exclusive Distribution Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/exclusive-distribution-agreement-D1240.png","https://templates.business-in-a-box.com/imgs/250px/1240.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1240.xml",{"title":154,"description":6},"exclusive distribution agreement",[156,157],{"label":17,"url":140},{"label":20,"url":158},"marketing-sales-contracts","/template/exclusive-distribution-agreement-D1240",{"description":161,"descriptionCustom":6,"label":162,"pages":163,"size":164,"extension":10,"preview":165,"thumb":166,"svgFrame":167,"seoMetadata":168,"parents":169,"keywords":172,"url":173},"CONSIGNMENT AGREEMENT This Consignment Agreement (the \"Agreement\") is made and effective the [Date] BETWEEN: [YOUR COMPANY NAME] (the \"Principal\"), 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: [RECIPIENT NAME] (the \"Consignee\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] In consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows: RECITALS The parties recite and declare: Principal conducts a manufacturing business described as follows: [describe]. Principal desires to arrange for the sale and distribution of its merchandise throughout [territory]. Consignee has agreed to undertake the marketing of principal's merchandise on the terms set forth in this agreement. EXCLUSIVE APPOINTMENT Consignee shall have the exclusive right to sell and distribute principal's merchandise throughout [territory] during the term of this agreement. DELIVERY OF MERCHANDISE Principal shall deliver to consignee such quantity of its merchandise that consignee requires for sale from [his or her or its] place of business at [street address], [city], [state/province], [country]. Principal shall pay all freight and shipping charges. Consignee shall be responsible for any loss of or damage to merchandise while it is under [his or her] control. SALE OF MERCHANDISE Consignee shall devote [his or her] best efforts to the sale and distribution of principal's merchandise throughout the territory referred to above. All sales made by consignee shall be for cash. Credit sales may be made by consignee on written authority only, and on terms which principal may approve prior to such sales. All sales prices shall be fixed by principal. Consignee shall not sell principal's merchandise at less than the authorized prices, which prices will be reflected in price schedules that will be furnished to consignee from time to time. MONTHLY STATEMENTS; COMPENSATION Consignee shall furnish principal with monthly statements indicating all sales transactions during the preceding month and the extent of current inventory. Such statements shall be received by principal no later than the [specify] day of each month. With the monthly statement, consignee shall remit to principal all monies received by [him or her] from the sale of goods, [if appropriate, add: together with signed receipts or bills of lading for credit sales]. As soon as practicable after the [specify] day of each month, principal shall render a written statement to consignee showing sales during the preceding month, and shall remit to consignee net commissions for such sales in accordance with the commission schedule set forth in Exhibit A, which is attached to this agreement. MANAGEMENT OF CONSIGNEE'S BUSINESS Consignee shall have entire charge of the management and operation of [his or her] business; [he or she] shall furnish all equipment and vehicles, and hire and pay the wages of all assistants and employees required for the operation of [his or her] business. Principal reserves no supervision or control over consignee in the facilities, employees, and methods to be used and employed by consignee in carrying out the purposes of this agreement, and shall in no event be responsible for negligence of consignee or consignee's employees. TITLE TO MERCHANDISE Consigned merchandise shall remain the property of principal until sold in the regular course of business, except that consignee shall be responsible for all shortages of stock. EMPLOYEE BENEFIT PAYMENTS","Consignment Agreement","4",53,"https://templates.business-in-a-box.com/imgs/1000px/consignment-agreement-D867.png","https://templates.business-in-a-box.com/imgs/250px/867.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#867.xml",{"title":6,"description":6},[170,171],{"label":33,"url":99},{"label":33,"url":99},"consignment agreement","/template/consignment-agreement-D867",false,{"seo":176,"reviewer":189,"quick_facts":193,"at_a_glance":196,"personas":200,"variants":225,"glossary":249,"clauses":286,"how_to_fill":337,"common_mistakes":378,"faqs":403,"industries":431,"comparisons":456,"diy_vs_lawyer":467,"jurisdictions":480,"related_template_ids_curated":501,"schema":508,"classification":509},{"meta_title":177,"meta_description":178,"primary_keyword":179,"secondary_keywords":180},"Master Agreement Sale of Merchandise Template (Free Word)","Free master agreement for the sale of merchandise. Covers pricing, delivery, warranties, returns, IP, and dispute resolution. Used in 190+ countries. Free Word and PDF download.","master agreement sale of merchandise template",[181,182,183,184,185,186,187,188],"merchandise sale agreement template","master purchase agreement template","sale of goods agreement template","merchandise supply agreement template","product sale contract template","master supply agreement word","commercial sale of goods contract","vendor merchandise agreement template",{"name":190,"credential":191,"reviewed_date":192},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":194,"legal_review_recommended":195,"signature_required":195},"advanced",true,{"what_it_is":197,"when_you_need_it":198,"whats_inside":199},"A Master Agreement Sale of Merchandise is a legally binding contract between a seller and a buyer that establishes the overarching terms and conditions governing all future sales of physical goods between the two parties. This free Word download lets you set pricing frameworks, delivery obligations, warranties, return policies, and dispute resolution procedures once — then reference this master document on every subsequent purchase order without renegotiating from scratch.\n","Use it when a supplier and a buyer expect to transact multiple times over an extended period and want a single governing document that applies to every order. It is especially important before the first shipment leaves the warehouse or the first purchase order is issued.\n","Pricing and payment terms, order procedures and lead times, delivery and risk-of-loss provisions, product warranties and acceptance testing, return and rejection procedures, intellectual property ownership, confidentiality, indemnification and limitation of liability, and governing law with dispute resolution.\n",[201,205,209,213,217,221],{"title":202,"use_case":203,"icon_asset_id":204},"Wholesale distributors","Formalizing ongoing supply relationships with retail buyers under a single governing contract","persona-wholesaler",{"title":206,"use_case":207,"icon_asset_id":208},"Retail buyers and procurement managers","Establishing standard purchase terms with multiple merchandise vendors","persona-procurement-manager",{"title":210,"use_case":211,"icon_asset_id":212},"E-commerce business owners","Locking in product supply terms with manufacturers or importers before launching inventory","persona-ecommerce-owner",{"title":214,"use_case":215,"icon_asset_id":216},"Manufacturers and product companies","Governing recurring bulk orders from corporate or institutional customers","persona-manufacturer",{"title":218,"use_case":219,"icon_asset_id":220},"Import and export traders","Documenting cross-border merchandise terms including Incoterms and currency","persona-importer-exporter",{"title":222,"use_case":223,"icon_asset_id":224},"Franchise operators","Standardizing product procurement terms across multiple locations under a master supply framework","persona-franchise-applicant",[226,230,233,236,240,243,246],{"situation":227,"recommended_template":228,"slug":229},"One-time purchase of a specific batch of goods","Sales Agreement","sales-agreement-D12711",{"situation":231,"recommended_template":105,"slug":232},"Ongoing supply of raw materials or components to a manufacturer","supply-agreement-D918",{"situation":234,"recommended_template":118,"slug":235},"Retailer sourcing branded merchandise from a licensed supplier","distribution-agreement-D12544",{"situation":237,"recommended_template":238,"slug":239},"International goods purchase requiring customs and Incoterms provisions","International Purchase Agreement","sale-agreement-for-international-goods-D12553",{"situation":241,"recommended_template":162,"slug":242},"Consignment arrangement where goods remain seller's property until sold","consignment-agreement-D867",{"situation":244,"recommended_template":131,"slug":245},"Buyer issuing individual orders against pre-agreed terms","purchase-order-D1411",{"situation":247,"recommended_template":148,"slug":248},"Exclusive arrangement granting the buyer territorial rights to resell","exclusive-distribution-agreement-D1240",[250,253,256,259,262,265,268,271,274,277,280,283],{"term":251,"definition":252},"Master Agreement","A contract that establishes the standard terms governing all future transactions between two parties, so individual orders do not require full renegotiation each time.",{"term":254,"definition":255},"Purchase Order (PO)","A buyer-issued document referencing the master agreement that authorizes a specific shipment — identifying quantity, SKUs, price, and delivery date.",{"term":257,"definition":258},"Incoterms","A set of internationally recognized trade terms (e.g., FOB, CIF, DDP) published by the ICC that define where risk and cost transfer from seller to buyer during shipping.",{"term":260,"definition":261},"Risk of Loss","The point in the transaction at which responsibility for damage or destruction of goods transfers from the seller to the buyer — typically tied to delivery or FOB designation.",{"term":263,"definition":264},"Acceptance Testing","A defined procedure by which the buyer inspects received goods against agreed specifications and either formally accepts or rejects them within a stated window.",{"term":266,"definition":267},"Warranty of Merchantability","An implied or express guarantee that the goods are fit for their ordinary, intended purpose and conform to their description.",{"term":269,"definition":270},"Indemnification","A contractual obligation by one party to compensate the other for specified losses, damages, or claims — for example, a seller indemnifying a buyer against product liability claims.",{"term":272,"definition":273},"Limitation of Liability","A clause capping the maximum financial exposure of one or both parties — commonly set at the value of goods purchased in the preceding 12 months.",{"term":275,"definition":276},"Force Majeure","A clause excusing a party from performance obligations when an unforeseeable event outside its control — such as a natural disaster or government action — prevents timely delivery.",{"term":278,"definition":279},"Cure Period","A defined number of days in which a party in breach must fix the problem before the other party may exercise termination or other remedies.",{"term":281,"definition":282},"Net Payment Terms","The number of days after invoice date by which the buyer must remit full payment — e.g., Net 30 means payment is due 30 days from invoice date.",{"term":284,"definition":285},"UCC (Uniform Commercial Code)","A standardized body of US commercial law governing the sale of goods; Article 2 specifically applies to merchandise sale contracts and fills gaps where the agreement is silent.",[287,292,297,302,307,312,317,322,327,332],{"name":288,"plain_english":289,"sample_language":290,"common_mistake":291},"Parties, recitals, and definitions","Identifies both parties by full legal entity name, sets out the commercial context, and defines key terms used throughout the agreement.","This Master Agreement for the Sale of Merchandise ('Agreement') is entered into as of [DATE] between [SELLER LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Seller'), and [BUYER LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Buyer').","Using trade names or DBAs instead of registered legal entity names — mismatched names make enforcement and insurance claims unnecessarily complicated.",{"name":293,"plain_english":294,"sample_language":295,"common_mistake":296},"Products, specifications, and ordering procedure","Describes the merchandise covered, how specifications are established, and the process for issuing and accepting purchase orders against the master agreement.","Buyer may order Products by issuing a written Purchase Order referencing this Agreement. Each PO shall specify: (a) Product SKU and description, (b) quantity, (c) agreed unit price, and (d) requested delivery date. Seller shall acknowledge acceptance within [X] business days.","Allowing verbal orders without a written confirmation requirement — undocumented orders routinely cause quantity disputes and leave neither party with a clear record.",{"name":298,"plain_english":299,"sample_language":300,"common_mistake":301},"Pricing, adjustments, and payment terms","Establishes the pricing framework — fixed, schedule-based, or subject to agreed adjustment triggers — and specifies payment deadlines, methods, and late-payment consequences.","Products shall be invoiced at the unit prices set forth in Exhibit A. Prices are fixed for [X] months and may be adjusted by Seller with [60] days' written notice. Payment is due Net [30] days from invoice date. Overdue amounts accrue interest at [1.5]% per month.","Leaving price adjustment triggers undefined — sellers then claim raw-material cost increases entitle them to unilateral price changes mid-contract, creating disputes the agreement should have resolved.",{"name":303,"plain_english":304,"sample_language":305,"common_mistake":306},"Delivery, Incoterms, and risk of loss","States the delivery method, Incoterm or equivalent rule governing who bears freight cost and risk, and when title and risk transfer from seller to buyer.","Delivery shall be [FOB Seller's warehouse / DDP Buyer's facility] as indicated on each PO. Risk of loss transfers to Buyer upon [delivery to carrier / delivery to Buyer's facility]. Seller shall provide a tracking number within [1] business day of shipment.","Omitting a specific Incoterm and relying on vague language like 'delivered to buyer's location' — courts have reached inconsistent conclusions about who bears loss during transit without a clear rule.",{"name":308,"plain_english":309,"sample_language":310,"common_mistake":311},"Inspection, acceptance, and rejection","Gives the buyer a defined window to inspect goods after delivery, specifies the grounds for rejection, and sets out the rejection notice and return process.","Buyer shall inspect all Products within [10] business days of delivery ('Inspection Period'). Products not rejected in writing within the Inspection Period are deemed accepted. Rejected Products must be held in original condition pending Seller's written instructions.","Failing to define what constitutes a valid rejection ground — buyers sometimes reject conforming goods for convenience, and sellers need contractual protection against frivolous returns.",{"name":313,"plain_english":314,"sample_language":315,"common_mistake":316},"Warranties and disclaimer","States the seller's express product warranty — covering conformity to specifications, defect-free workmanship, and merchantability — and limits implied warranties not expressly given.","Seller warrants that Products will (a) conform to agreed specifications, (b) be free from defects in materials and workmanship for [12] months from delivery, and (c) comply with all applicable laws. EXCEPT AS STATED HEREIN, ALL IMPLIED WARRANTIES ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.","Using an all-caps disclaimer without checking whether the jurisdiction requires it — several states and most EU member states restrict warranty disclaimers in consumer-facing transactions regardless of contract language.",{"name":318,"plain_english":319,"sample_language":320,"common_mistake":321},"Intellectual property and branding","Clarifies ownership of product designs, trademarks, and proprietary specifications — specifying which party owns what and any license granted to the other.","All product designs, molds, tooling, and specifications provided by Buyer ('Buyer IP') remain Buyer's exclusive property. Seller is granted a limited, non-exclusive license to use Buyer IP solely to manufacture and deliver Products under this Agreement.","No IP clause at all — when a seller manufactures goods to a buyer's proprietary design, omitting this clause allows the seller to produce and sell the same design to competitors.",{"name":323,"plain_english":324,"sample_language":325,"common_mistake":326},"Confidentiality","Restricts both parties from disclosing the other's pricing, product specifications, customer lists, and business terms to third parties during and after the agreement.","Each party shall keep the other's Confidential Information strictly confidential and shall not disclose it to any third party without prior written consent. This obligation survives termination for [3] years.","Omitting a survival clause — without one, confidentiality obligations automatically end when the contract terminates, exposing pricing and product data to disclosure.",{"name":328,"plain_english":329,"sample_language":330,"common_mistake":331},"Indemnification and limitation of liability","Allocates responsibility for third-party claims — including product liability, IP infringement, and personal injury — and caps each party's maximum financial exposure.","Seller shall indemnify Buyer against any third-party claims arising from a product defect or Seller's breach. IN NO EVENT SHALL EITHER PARTY'S LIABILITY EXCEED THE TOTAL AMOUNTS PAID BY BUYER IN THE [12] MONTHS PRECEDING THE CLAIM. NEITHER PARTY IS LIABLE FOR INDIRECT OR CONSEQUENTIAL DAMAGES.","Setting the liability cap at a nominal fixed dollar amount that becomes inadequate as order volumes grow — a rolling 12-month purchase value cap scales automatically with the commercial relationship.",{"name":333,"plain_english":334,"sample_language":335,"common_mistake":336},"Term, termination, and remedies","Sets the initial contract duration, renewal mechanics, notice periods for termination, and the specific remedies available to each party on breach.","This Agreement commences on [DATE] and continues for [2] years, renewing automatically for successive [1]-year terms unless either party provides [90] days' written notice. Either party may terminate for cause upon [30] days' written notice if the breach is not cured within the notice period.","Automatic renewal without a notice-period reminder mechanism — buyers and sellers routinely miss 90-day windows and find themselves locked into another full term they did not intend to renew.",[338,343,348,353,358,363,368,373],{"step":339,"title":340,"description":341,"tip":342},1,"Enter the parties' full legal names and entity details","Use registered legal entity names for both seller and buyer — not trade names or DBAs. Include each party's state or country of incorporation and principal place of business.","Cross-reference your corporate registry certificate and the buyer's official purchase orders to confirm exact legal names before execution.",{"step":344,"title":345,"description":346,"tip":347},2,"Define the covered products and attach a product schedule","Move product SKUs, descriptions, and specifications to Exhibit A rather than embedding them in the body. This lets you add or remove products by amending the exhibit without redrafting the core agreement.","Include a version number and date on Exhibit A so both parties know which specification governs any given order.",{"step":349,"title":350,"description":351,"tip":352},3,"Set the pricing framework and payment terms","Choose between a fixed-price schedule, a cost-plus formula, or a market-indexed structure. Enter the payment deadline (Net 30 is standard B2B), the accepted payment method, and the late-payment interest rate.","If you anticipate commodity-cost volatility, add a price-adjustment clause with a specific trigger (e.g., raw-material index increase of more than 5%) rather than leaving it to negotiation.",{"step":354,"title":355,"description":356,"tip":357},4,"Specify the Incoterm and delivery terms","Select the applicable Incoterm (e.g., FOB Origin, DDP Destination) and enter the named place. State whether the seller or buyer arranges freight insurance and who bears transit risk.","Always name a specific geographic point alongside the Incoterm — 'FOB' alone has no legal effect under ICC rules.",{"step":359,"title":360,"description":361,"tip":362},5,"Set the acceptance window and rejection procedure","Enter the number of business days the buyer has to inspect goods after delivery. Specify that rejection notices must be in writing and describe what the buyer must do with rejected goods while awaiting seller instructions.","10 business days is a commercially reasonable inspection window for most merchandise; shorter periods suit perishables, longer periods suit technical products requiring testing.",{"step":364,"title":365,"description":366,"tip":367},6,"Draft the warranty terms and any disclaimer","State the warranty period (12 months from delivery is common), the scope of coverage, and the seller's remedy — repair, replace, or refund. Add the disclaimer in all-caps if your jurisdiction requires conspicuous presentation.","Align the warranty period with the product's realistic shelf life and your supplier's own warranty to you — a 24-month warranty you cannot back up creates uncovered liability.",{"step":369,"title":370,"description":371,"tip":372},7,"Complete the IP and confidentiality blocks","Identify who owns existing designs, molds, and tooling. If the buyer provides proprietary specifications, include the limited manufacturing license. Set the confidentiality survival period — 3 years post-termination is standard.","If the seller is manufacturing to the buyer's design and bearing tooling costs, specify the ownership and buy-out terms for the tooling explicitly.",{"step":374,"title":375,"description":376,"tip":377},8,"Set the term, renewal, and termination provisions","Enter the initial contract term, automatic renewal duration, and the notice period required to prevent renewal. Specify the cure period for material breach before termination-for-cause rights activate.","Calendar both parties' notice-period deadlines immediately after signing — missed 90-day windows are the single most common reason companies get locked into unwanted renewals.",[379,383,387,391,395,399],{"mistake":380,"why_it_matters":381,"fix":382},"Using trade names instead of legal entity names","A contract naming 'Acme Goods' instead of 'Acme Goods LLC' can be challenged as not binding the legal entity, complicating enforcement, insurance claims, and litigation.","Verify registered names through the applicable corporate registry before execution and match them exactly to all corporate documents.",{"mistake":384,"why_it_matters":385,"fix":386},"Omitting a price-adjustment mechanism","Without defined adjustment triggers, sellers claim the right to raise prices unilaterally during supply crunches — and buyers claim prices are frozen regardless of cost changes — creating disputes neither party anticipated.","Include a specific formula or index (e.g., PPI for finished goods) and a minimum notice period of 60 days before any price change takes effect.",{"mistake":388,"why_it_matters":389,"fix":390},"No defined acceptance period or rejection procedure","Without a stated inspection window, some jurisdictions' default rules deem goods accepted immediately on delivery, stripping the buyer of any right to reject defective merchandise.","State a specific number of business days for inspection and require written rejection notices with documented grounds — quantity, description, or condition discrepancy.",{"mistake":392,"why_it_matters":393,"fix":394},"Liability cap set at a fixed nominal amount","A $50,000 cap agreed at contract signing may cover one early order but become grossly inadequate when annual purchase volumes grow to $2M, leaving the injured party severely undercompensated.","Tie the cap to a rolling period of actual purchases — such as 12 months of payments preceding the claim — so the ceiling scales with the commercial relationship.",{"mistake":396,"why_it_matters":397,"fix":398},"No confidentiality survival clause","A confidentiality obligation that expires at contract termination leaves pricing, product designs, and customer data immediately disclosable the day after the agreement ends.","Add a survival clause specifying that confidentiality obligations continue for 2–3 years post-termination, and list it explicitly in the agreement's general survival provision.",{"mistake":400,"why_it_matters":401,"fix":402},"Relying on the master agreement alone without a signed order form","A master agreement defines the rules but does not itself commit the seller to supply or the buyer to purchase any specific goods — without POs or order forms, no enforceable transaction exists.","Include an ordering procedure clause requiring signed or acknowledged purchase orders that reference the agreement by date and title for every transaction.",[404,407,410,413,416,419,422,425,428],{"question":405,"answer":406},"What is a master agreement for the sale of merchandise?","A master agreement for the sale of merchandise is a binding contract that sets the standard terms governing all future product transactions between a seller and a buyer. Instead of renegotiating terms on each purchase order, both parties agree once on pricing structures, delivery rules, warranties, and dispute procedures — then reference the master agreement on every subsequent order. It is the backbone of any ongoing commercial supply relationship involving physical goods.\n",{"question":408,"answer":409},"How is a master agreement different from a standard sales contract?","A standard sales contract covers a single, specific transaction — defined goods at a stated price delivered on a stated date. A master agreement is intentionally transaction-neutral: it governs the relationship framework and applies automatically to each purchase order issued under it. The master agreement reduces negotiation time, creates consistency across orders, and prevents gaps in coverage when a new order is placed quickly.\n",{"question":411,"answer":412},"Does UCC Article 2 apply to a merchandise master agreement?","Yes, in the United States, Article 2 of the Uniform Commercial Code applies to contracts for the sale of goods, including master agreements. Where the agreement is silent on a point — such as the implied warranty of merchantability or the buyer's right to inspect — UCC defaults fill the gap. Well-drafted master agreements explicitly address these defaults rather than relying on them, because UCC gap-fillers do not always align with what the parties actually want.\n",{"question":414,"answer":415},"What Incoterms should I use in a merchandise sale agreement?","The right Incoterm depends on who controls freight and bears transit risk. FOB (Free on Board) Origin means risk transfers when goods are loaded at the seller's facility — common in domestic US trade. DDP (Delivered Duty Paid) places the full delivery burden on the seller, including customs, and is often used when the seller is the stronger logistics party. CIF (Cost, Insurance, Freight) is common in ocean shipments where the seller arranges insurance to the destination port. Always name a specific geographic location alongside the Incoterm.\n",{"question":417,"answer":418},"Does a master agreement obligate the buyer to purchase a minimum quantity?","Not automatically. A master agreement that lacks a minimum-purchase commitment creates no obligation to buy — it is a framework, not a firm order. If the seller needs volume certainty, include a minimum annual purchase commitment clause with consequences for shortfall (e.g., a make-up payment or right to terminate). If the relationship is purely order-driven, the master agreement simply governs whatever orders the buyer chooses to place.\n",{"question":420,"answer":421},"What happens if a purchase order conflicts with the master agreement?","Most master agreements include an order-of-precedence clause stating that the master agreement controls over any conflicting PO terms, or vice versa. Without this clause, the conflict is resolved by general contract principles — often the later-signed document prevails, which can inadvertently override favorable master terms with boilerplate on a buyer's standard PO form. Always include an explicit order-of-precedence provision.\n",{"question":423,"answer":424},"What warranty should a seller provide in a merchandise agreement?","At minimum, sellers should warrant that goods conform to agreed specifications, are free from defects in materials and workmanship for a stated period (12 months from delivery is common), and comply with applicable laws and regulations. Sellers typically disclaim all implied warranties beyond these express terms. The warranty period should be calibrated to the product's realistic useful life and aligned with any upstream supplier warranty the seller receives.\n",{"question":426,"answer":427},"Should I include a limitation of liability clause?","Yes. Without one, a single product liability claim or significant non-delivery could expose the seller to uncapped consequential damages — lost profits, business interruption, and downstream customer claims — that far exceed the value of the goods sold. A liability cap tied to 12 months of purchase payments is commercially standard. Exclusions for fraud, willful misconduct, and IP indemnification obligations are typically carved out from the cap.\n",{"question":429,"answer":430},"Does a master agreement for merchandise need to be notarized?","Notarization is not required for a commercial merchandise agreement to be enforceable in the US, Canada, the UK, or the EU. Both parties signing with proper authority is sufficient. However, if the agreement involves real property or is being filed with a government body, check local requirements. Using a timestamped electronic signature platform provides an equivalent evidentiary record without notarization.\n",[432,436,440,444,448,452],{"industry":433,"icon_asset_id":434,"specifics":435},"Retail and wholesale distribution","industry-retail","High order frequency makes a master agreement essential — retailers issue dozens of POs per season without renegotiating pricing, return windows, or routing requirements each time.",{"industry":437,"icon_asset_id":438,"specifics":439},"Manufacturing","industry-manufacturing","Governs finished-goods and component supply with volume commitments, quality specifications, inspection protocols, and tooling ownership provisions unique to production relationships.",{"industry":441,"icon_asset_id":442,"specifics":443},"E-commerce and direct-to-consumer brands","industry-ecommerce","Covers branded merchandise sourced from third-party manufacturers, including IP protection for proprietary product designs and packaging specifications.",{"industry":445,"icon_asset_id":446,"specifics":447},"Import and export","industry-importer-exporter","Cross-border transactions require explicit Incoterms, currency denomination, export control compliance representations, and customs documentation obligations from both parties.",{"industry":449,"icon_asset_id":450,"specifics":451},"Food and beverage","industry-food-beverage","Perishable goods require tight inspection windows (24–48 hours), food safety compliance warranties, and cold-chain delivery specifications embedded in the order procedure.",{"industry":453,"icon_asset_id":454,"specifics":455},"Professional services and branded merchandise","industry-professional-services","Firms procuring branded promotional goods need IP licensing terms, approval workflows for artwork, and minimum-order commitment schedules managed under a single master document.",[457,459,462,465],{"vs":228,"vs_template_id":229,"summary":458},"A sales agreement governs a single, specific transaction — defined goods, one price, one delivery date. A master agreement governs an ongoing commercial relationship and applies to every future order automatically. Use a sales agreement for a one-time purchase; use a master agreement when you expect to transact repeatedly with the same counterparty over months or years.",{"vs":105,"vs_template_id":460,"summary":461},"supply-agreement-D12714","A supply agreement typically involves raw materials, components, or inputs integrated into the buyer's own manufacturing process — it often includes capacity commitments, exclusivity, and minimum-purchase obligations. A master merchandise agreement focuses on finished goods sold for resale or use, with different inspection, warranty, and IP ownership considerations. Choose a supply agreement when the buyer is a manufacturer; choose a master merchandise agreement when the buyer is a distributor or retailer.",{"vs":118,"vs_template_id":463,"summary":464},"distribution-agreement-D167","A distribution agreement grants the buyer rights to resell the seller's goods within a defined territory, often with exclusivity, marketing obligations, and brand-compliance requirements. A master merchandise agreement is a neutral purchase framework with no resale rights or territorial provisions. Use a distribution agreement when territorial control and resale authorization are central; use a master merchandise agreement for straightforward buyer-seller procurement.",{"vs":131,"vs_template_id":245,"summary":466},"A purchase order is a transaction-level document authorizing a specific shipment. A master agreement is the governing framework that defines the terms every PO operates under. Using only a PO without a master agreement means renegotiating or relying on boilerplate terms with every order. Together, the master agreement and the PO form a complete, layered contract — neither is sufficient on its own for a recurring commercial relationship.",{"use_template":468,"template_plus_review":472,"custom_drafted":476},{"best_for":469,"cost":470,"time":471},"Domestic B2B merchandise relationships with straightforward products, standard payment terms, and no significant IP or liability exposure","Free","30–60 minutes to customize",{"best_for":473,"cost":474,"time":475},"Cross-border transactions, branded or proprietary merchandise with IP implications, or buyers requiring custom warranty and returns provisions","$400–$900 for a commercial lawyer review","2–5 business days",{"best_for":477,"cost":478,"time":479},"High-volume supply relationships (above $1M annually), regulated product categories (food, medical devices, electronics), or agreements with significant indemnification and product liability exposure","$2,000–$8,000+","2–6 weeks",[481,486,491,496],{"code":482,"name":483,"flag_asset_id":484,"note":485},"us","United States","flag-us","UCC Article 2 governs the sale of goods in all US states and fills any gap the contract leaves silent — including implied warranties of merchantability and fitness. To disclaim implied warranties under UCC §2-316, the disclaimer must be conspicuous, typically in all-caps. Non-compete and limitation-of-liability clauses are generally enforceable in commercial B2B contexts, though California applies heightened scrutiny to limitation clauses in consumer-adjacent transactions.",{"code":487,"name":488,"flag_asset_id":489,"note":490},"ca","Canada","flag-ca","Each province has its own Sale of Goods Act (modeled on the UK Act) that implies terms of merchantability and fitness into goods contracts; these can generally be excluded by clear express language in a commercial B2B agreement. Quebec is governed by the Civil Code of Quebec rather than common law, and contracts with Quebec counterparties should be reviewed for compliance with Civil Code implied warranties and language requirements under the Charter of the French Language.",{"code":492,"name":493,"flag_asset_id":494,"note":495},"uk","United Kingdom","flag-uk","The Sale of Goods Act 1979 and the Consumer Rights Act 2015 imply terms as to satisfactory quality, fitness for purpose, and correspondence with description. In B2B contracts, most of these implied terms can be excluded by express agreement if it is reasonable under the Unfair Contract Terms Act 1977. Post-Brexit, UK and EU contract terms should be reviewed separately; a single agreement covering both territories may require jurisdiction-specific schedules.",{"code":497,"name":498,"flag_asset_id":499,"note":500},"eu","European Union","flag-eu","The UN Convention on Contracts for the International Sale of Goods (CISG) applies automatically to cross-border merchandise contracts between parties in most EU member states and the US unless expressly excluded. Many commercial parties exclude CISG and choose a single governing law for predictability. EU product liability directives impose strict liability on producers and importers for defective goods causing personal injury or property damage, regardless of contractual limitation clauses.",[229,232,235,245,248,242,502,503,504,505,506,507],"non-disclosure-agreement-nda-D12692","letter-of-intent_acquisition-of-business-D5197","warranty-and-guarantee-policy-D13800","vendor-agreement-D13292","sales-invoice-D383","credit-note-D13639",{"emit_how_to":195,"emit_defined_term":195},{"primary_folder":99,"secondary_folder":510,"document_type":511,"industry":512,"business_stage":513,"tags":514,"confidence":520},"sales-and-purchase","agreement","general","all-stages",[515,516,517,518,519],"legal","master-agreement","sales-contract","merchandise","purchase-terms",0.95,"\u003Ch2>What is a Master Agreement Sale of Merchandise?\u003C/h2>\n\u003Cp>A \u003Cstrong>Master Agreement Sale of Merchandise\u003C/strong> is a legally binding contract between a seller and a buyer that establishes the overarching commercial and legal terms governing every future sale of physical goods between the two parties. Rather than negotiating a new contract for each transaction, both parties agree once on the pricing framework, delivery rules, product warranties, acceptance procedures, intellectual property ownership, and dispute resolution mechanics — then reference this master document on every purchase order that follows. It functions as the constitutional layer of a commercial supply relationship: the individual purchase orders are the transactions, but the master agreement is the law between the parties that applies to all of them.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a master agreement, every purchase order is a standalone transaction governed by whichever boilerplate terms were last exchanged — often the seller's invoice conditions or the buyer's standard PO terms, which conflict with each other in ways neither party notices until a dispute arises. That gap creates real exposure: a shipment of defective goods with no defined inspection window may be deemed accepted under UCC defaults; a price increase mid-relationship with no adjustment clause becomes a credibility dispute; a buyer who walks away after receiving custom-designed merchandise may do so with no IP protection for the seller's proprietary tooling. A properly executed master agreement resolves all of these risks in advance, reduces the time and legal cost of each new order, and gives both parties a predictable, enforceable framework for a relationship that may last years and involve millions of dollars in cumulative purchases. This template gives you a professionally structured starting point you can customize in under an hour for standard domestic relationships, or submit for legal review before deploying in cross-border or high-value contexts.\u003C/p>\n",1781185936308]