[{"data":1,"prerenderedAt":515},["ShallowReactive",2],{"document-purchase-agreement-short-version-D12669":3},{"document":4,"label":23,"preview":11,"thumb":24,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":35,"customDescModule":178,"customdescription":6,"mdFm":179,"mdProseHtml":514},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"Asset Purchase Agreement Your transaction description here. Table of Content 1. SALE AND PURCHASE 3 2. REPRESENTATIONS AND WARRANTIES OF THE VENDOR 4 3. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 5 4. SURVIVAL OF REPRESENTATIONS AND WARRANTIES 5 5. ADDITIONAL COVENANTS 6 6. GENERAL 6 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Vendor\"), 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] WHEREAS [SECOND PARTY NAME] (THE \"Purchaser\") has executed an offer to purchase [SPECIFY] for completion as of [DATE] (the \"Offer to Purchase\"); WHEREAS the Purchaser desires to purchase, and Vendor desires to sell, some assets, rights and interests as described in Schedule A hereof (the \"Purchased Assets\") in accordance with the terms, conditions and agreements hereinafter contained. NOW THEREFORE, the parties agree as follows: SALE AND PURCHASE Purchased Assets Upon and subject to the terms and conditions hereof, the Vendor sells to the Purchaser and the Purchaser purchases from the Vendor, as of the Effective Date and conditional upon all liens existing on the Purchased Assets being released, all of the rights, titles, benefits and interests of the Vendor in the Purchased Assets. Documentation The Vendor shall promptly provide the Purchaser with all relevant technical documentation available to the Vendor regarding the Purchased Assets including, but not limited to, documentation that is necessary to operate the Purchased Assets. Purchase Price The purchase price payable by the Purchaser to the Vendor for the Purchased Assets is [AMOUNT] (the \"Purchase Price\"). For all purposes, including for income tax purposes, the parties agree to allocate the Purchase Price in accordance with the provisions of Schedule A. The Purchase Price shall be payable as follows: [AMOUNT], representing the Purchase Price less the amounts owing from Vendor to Purchaser ([SPECIFY]), payable by certified check as of the Effective Date. Effective Date The sale and purchase of the Purchased Assets shall be conditional upon the release of all existing third party liens on the Purchased Assets and shall be effective upon the date of such release (the \"Effective Date\") which shall be no later than [DATE], failing which this Agreement shall become null and void, the Purchase Price shall be returned to the Purchaser and the Purchased Assets shall be returned to the Vendor. In such a case, no party shall be entitled to any compensation other than the return of the Purchase Price and Purchased Assets. Assumed Obligations The Purchaser shall assume and agree to satisfy and discharge, as the same shall become due, all of the following (collectively, the \"Assumed Obligations\"): 1.5.1 All of Vendor's obligations under contracts of Vendor which are identified in Schedule 1.3 and assigned to the Purchaser as of the date hereof, including without limitation any warranty for work performed by the Vendor before the Effective Date. 1.5.2 The Purchaser will also assume and cover all expenses related to the completion of the projects described in Schedule 1.3 including without limitation fuel, employee costs and contributions, material, equipment rentals and repairs, utility and office expenses and project management. Excluded Obligations Except for the Assumed Obligations or as expressly provided herein, the Purchaser is not assuming any past, present and future indebtedness, liabilities, obligations, contracts and commitments of the Vendor, whether arising out of or resulting from the Purchased Assets. Sales and Transfer Taxes The Purchaser shall pay any and all federal, provincial or local taxes, in the nature of income, sale, use, transfer, gain, recording and any similar tax, fee or duty required to be paid in respect of the assignment or transfer to the Purchaser of the Purchased Assets and the filing and recording thereof, including without limitation tax on the Purchase Price. REPRESENTATIONS AND WARRANTIES OF THE VENDOR The Vendor represents and warrants as at the date hereof to the Purchaser as follows and acknowledges that the Purchaser is relying on such representations and warranties in connection with its purchase of the Purchased Assets. Organization The Vendor is a corporation duly incorporated and organized and validly subsisting under the laws of [STATE/PROVINCE] and has the corporate power to own its property and to enter into this Agreement and to perform its obligations hereunder. Due Authorization The execution of this Agreement has been duly authorized, executed and delivered by the Vendor and constitutes legal, valid and binding obligations of the Vendor, enforceable against the Vendor in accordance with its terms. Title To The Assets The Purchased Assets are owned by the Vendor with a good and valid title, free and clear of any encumbrances other than those encumbrances for which the Vendor is in the process to obtain all appropriate consents to the consummation of the transaction contemplated herein. Residency The Vendor is a resident of [COUNTRY] for the purposes of the Income Tax Act ([COUNTRY]). As Is, Where Is The Purchaser acknowledges that the Purchased Assets are purchased on an \"as is, where is\" basis, that it has inspected the Purchased Assets and is relying entirely on its own investigations and its inspections in proceeding with the transactions contemplated hereunder",null,"Purchase Agreement Short Version","9",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/purchase-agreement-short-version-D12669.png","https://templates.business-in-a-box.com/imgs/250px/12669.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12669.xml",{"title":15,"description":6},"purchase agreement short version",[17,20],{"label":18,"url":19},"Legal Agreements","/templates/business-legal-agreements/",{"label":21,"url":22},"Purchase & Sale Agreements","/templates/purchase-sale-agreement/","Purchase Agreement Short Version Template","https://templates.business-in-a-box.com/imgs/400px/12669.png",[26,17,20],{"label":27,"url":28},"Templates","/templates/",[30,31,32],{"label":27,"url":28},{"label":18,"url":19},{"label":33,"url":34},"Sales & Purchase","/templates/sales-and-purchase/",[36,40,44,48,52,56,60,64,68,73,77,81,85,101,119,133,146,163],{"label":37,"url":38,"thumb":39,"extension":10},"Agreement of Purchase and Sale of Business Assets Short","/template/agreement-of-purchase-and-sale-of-business-assets-short-D319","https://templates.business-in-a-box.com/imgs/250px/319.png",{"label":41,"url":42,"thumb":43,"extension":10},"Sales Proposal Short Version","/template/sales-proposal-short-version-D12721","https://templates.business-in-a-box.com/imgs/250px/12721.png",{"label":45,"url":46,"thumb":47,"extension":10},"Purchase Agreement","/template/purchase-agreement-D12670","https://templates.business-in-a-box.com/imgs/250px/12670.png",{"label":49,"url":50,"thumb":51,"extension":10},"Business Plan Template - Short Version","/template/business-plan-template---short-version-D12556","https://templates.business-in-a-box.com/imgs/250px/12556.png",{"label":53,"url":54,"thumb":55,"extension":10},"Purchase and Sale Agreement","/template/purchase-and-sale-agreement-D13884","https://templates.business-in-a-box.com/imgs/250px/13884.png",{"label":57,"url":58,"thumb":59,"extension":10},"Land Purchase Agreement","/template/land-purchase-agreement-D13424","https://templates.business-in-a-box.com/imgs/250px/13424.png",{"label":61,"url":62,"thumb":63,"extension":10},"Power Purchase Agreement","/template/power-purchase-agreement-D12873","https://templates.business-in-a-box.com/imgs/250px/12873.png",{"label":65,"url":66,"thumb":67,"extension":10},"Business Plan Guidebook - Short Version","/template/business-plan-guidebook---short-version-D12555","https://templates.business-in-a-box.com/imgs/250px/12555.png",{"label":69,"url":70,"thumb":71,"extension":72},"Inventory Control Sheet (Short Version)","/template/inventory-control-sheet-D12610","https://templates.business-in-a-box.com/imgs/250px/12610.png","xls",{"label":74,"url":75,"thumb":76,"extension":10},"Asset Purchase Agreement","/template/asset-purchase-agreement-D928","https://templates.business-in-a-box.com/imgs/250px/928.png",{"label":78,"url":79,"thumb":80,"extension":10},"Affiliate Purchase Agreement","/template/affiliate-purchase-agreement-D12818","https://templates.business-in-a-box.com/imgs/250px/12818.png",{"label":82,"url":83,"thumb":84,"extension":10},"Blanket Purchase Agreement","/template/blanket-purchase-agreement-D12819","https://templates.business-in-a-box.com/imgs/250px/12819.png",{"description":86,"descriptionCustom":6,"label":87,"pages":88,"size":89,"extension":10,"preview":90,"thumb":91,"svgFrame":92,"seoMetadata":93,"parents":94,"keywords":99,"url":100},"TABLE OF CONTENTS Pages 1. INTERPRETATION 5 1.1 Definitions 5 1.2 Generally Accepted Accounting Principles 7 1.3 Headings and References 7 1.4 Extended Meanings 7 1.5 Schedules 7 1.6 Currency 7 1.7 Tender 7 1.8 Performance on Holidays 7 1.9 Calculation of Time 7 1.10 Ordinary Course 7 1.11 \"Material\" and \"Materially\" Defined 7 2. PURCHASE AND SALE 7 2.1 Purchase and Sale and Purchase Price 7 2.1.1 Term and Conditions 7 2.1.2 The Purchase Price shall be paid and satisfied as follows: 7 2.2 Adjustments 7 2.2.1. Net Worth Determination 7 2.2.2. Final Determination of Purchase Price 7 2.2.3. Disputes 7 2.3 Closing 7 2.4 Allocation of Purchase Price 7 2.5 General Adjustments 7 2.6 Accounts Receivable 7 2.7 Liabilities Not Assumed 7 2.8 Transfer Taxes 7 2.9 Non-Assignable Contracts 7 2.10 Increase in Rent on Assignment 7 3. REPRESENTATIONS AND WARRANTIES 7 3.1. Representations and Warranties of the Vendor 7 3.1.1 Corporate Matters 7 3.1.2 Title to Purchased Assets 7 3.1.3 No Options 7 3.1.4 The Financial Statements 7 3.1.5 Undisclosed Liabilities 7 3.1.6 Absence of Changes 7 3.1.7 Absence of Unusual Transactions 7 3.1.8 Tax Matters 7 3.1.9 Books and Records 7 3.1.10 Leases, Material Contracts, etc. 7 3.1.11 Accounts Receivable 7 3.1.12 Consents, Approvals, Etc. 7 3.1.13 Absence of Guarantees 7 3.1.14 Restrictions on Business 7 3.1.15 Absence of Conflicting Agreements 7 3.1.16 Compliance with Applicable [YOUR COUNTRY LAW] 7 3.1.17 Employees 7 3.1.18 Collective Agreements 7 3.1.19 Benefit Plans 7 3.1.20 Litigation 7 3.1.21 Insurance 7 3.1.22 Leases 7 3.1.23 Premises 7 3.1.24 No Expropriation 7 3.1.25 Leased Equipment 7 3.1.26 Licenses 7 3.1.27 Intellectual Property Rights 7 3.1.28 Assets 7 3.1.29 Inventories 7 3.1.30 Forward Commitments 7 3.1.31 Copies of Documents 7 3.1.32 Residency 7 3.1.33 Environmental Matters 7 3.1.34 Occupational Health and Safety 7 3.1.35 Workers' Compensation 7 3.1.36 Disclosure 7 3.1.37 Obligations to Customers 7 3.1.38 Retail Outlets 7 3.2. Representations and Warranties of the Purchaser 7 3.2.1 Incorporation 7 3.2.2 Corporate Power and Due Authorization 7 3.2.3 Enforceability of Obligations 7 3.2.4 Absence of Conflicting Agreements 7 3.2.5 Consents and Approvals 7 3.3. Interpretation 7 3.4. Commission 7 3.5. Qualification of Representations and Warranties 7 3.6. Non-Waiver 7 3.7. Survival of Representations and Warranties of the Vendor 7 3.8. Survival of Representations and Warranties of Purchaser 7 3.9. Knowledge of the Vendor 7 4. OTHER COVENANTS OF THE [COMPANY NAME] 7 4.1. Conduct of Business Prior to Closing 7 4.2. Conduct Business in Ordinary Course 7 4.3. Contracts 7 4.4. Continue Insurance 7 4.5. Comply with [YOUR COUNTRY LAW] 7 4.6. Taxes 7 4.7. Employees 7 4.8. Material Changes 7 4.9. Liens 7 4.10. Action by Vendor 7 4.11. Capital Expenditures 7 4.12. [SPECIFY] Claim 7 4.13. Conduct of Business Prior to Closing 7 4.14. Lease Consents and Estoppel Certificates 7 4.15. Consents and Waivers 7 4.16. Access for Investigation 7 4.17. Delivery of Books and Records 7 4.18. Accounts Receivable 7 4.19. Discharge of Obligations 7 4.20. Cooperation 7 4.21. Employees 7 4.21.1. Offer of Employment 7 4.21.2. Employment Process 7 4.21.3. Indemnification for Severance Claims of Non-Hired Employees 7 4.21.4. Claims Re: Employment Prior to Closing 7 4.21.5. Benefit Plans 7 4.21.6. Termination after Time of Closing 7 4.22. Pension Plan for Employees 7 4.23. Actions to Satisfy Closing Conditions 7 4.24. Disclosure 7 4.25. Injunctions 7 4.26. Action by the Vendor 7 4.27. Competition Act 7 4.28. Bulk Sales Legislation and Provincial Legislation 7 4.29. Consignment Goods and Contractual Rights 7 4.30. [DATE] Financial Statements 7 4.31. Purchaser Radius Clauses 7 5. INDEMNIFICATION 7 5.1 Definitions 7 5.2 Indemnification by the Vendor 7 5.3 Indemnification by the Purchaser 7 5.4 Notice of and the Defense of Third Party Claims 7 5.5 Assistance for Third Party Claims 7 5.6 Settlement of Third Party Claims 7 5.7 Direct Claims 7 5.8 Failure to Give Timely Notice 7 5.9 Payment and Interest 7 5.10 Limitation 7 5.11 Rights in Addition 7 5.12 Survival 7 5.13 Subsequent Recovery 7 5.14 Subrogation 7 5.15 Letter of Credit 7 5.16 Notices to Escrow Agent 7 6. CONDITIONS PRECEDENT 7 6.1 Purchaser's Conditions 7 6.2 Accuracy of Representations and Performance of Covenants 7 6.3 Consents to Assignments 7 6.4 No Material Adverse Change 7 6.5 Litigation 7 6.6 Receipt of Closing Documentation 7 6.7 Non-Competition Agreement 7 6.8 Opinion of Counsel for Vendor 7 6.9 Approval of Board of Directors 7 6.10 Management Agreement 7 6.11 Space and Facilities Agreement 7 6.12 Trade Mark License Agreement 7 6.13 Trade Mark Assignment 7 6.14 Cancellation of Certain Agreements 7 6.15 Environmental Audit 7 6.16 Escrow Agreement 7 6.17 Minimum Number of Leases 7 6.18 Vendor's Conditions 7 6.18.1. Accuracy of Representations and Performance of Covenants 7 6.18.2. Litigation 7 6.18.3. Opinion of Counsel for Purchaser 7 6.18.4. Competition Act 7 6.18.5. Minimum Number of Leases 7 6.18.6. Approval of [SPECIFY] Board of Directors 7 6.18.7. Escrow Agreement 7 6.18.8. Management Agreement 7 6.19 Waiver 7 6.20 Failure to Satisfy Conditions 7 6.21 Destruction or Expropriation 7 7. POST CLOSING OPERATIONS 7 7.1 Failure to Obtain Consent to Assignment of Lease 7 7.1.1. If with respect of any Lease described in Schedule [SPECIFY], the Vendor is unable to obtain any necessary consent, substantially in form or forms approved or deemed approved pursuant to subsection 4.1.10, to the assignment thereof to the Purchaser as herein contemplated at the Time of Closing (a \"Non-Assignable Lease\"), then the Non-Assignable Lease shall not be assigned and the Purchaser shall, in accordance with the terms of a management agreement to be entered into by the parties at Closing, manage the Business as it is carried on at the location covered by the Non-Assignable Lease for the account of the Vendor provided that such agreement does not result in a violation of any Applicable [YOUR COUNTRY LAW] or result in the early termination of the Non-Assignable Lease. 7 7.2 Delivery of Space and Facilities Agreement 7 7.3 Release of Vendor from Lease Covenants 7 7.4 No Hiring of Employees 7 7.5 Access for Taxes 7 7.6 Volume Rebates 7 7.7 Remediation of Certain Outstanding Phase I Violations 7 8. GENERAL 7 8.1 Further Assurances 7 8.2 Time of the Essence 7 8.3 Expenses 7 8.4 Benefit of the Agreement 7 8.5 Entire Agreement 7 8.6 Amendments and Waiver 7 8.7 Assignment 7 8.8 Notices 7 8.9 Confidentiality 7 8.10 Governing [YOUR COUNTRY LAW] 7 8.11 Attornment 7 8.12 Counterparts 7 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: [COMPANY NAME] (the \"Vendor\"), 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 Vendor, through its [COMPANY NAME], is in the [SPECIFY] business; AND WHEREAS the Vendor desires to sell and the Purchaser desires to purchase as a going concern the undertaking and substantially all of the assets relating to the business of the Vendor's [COMPANY NAME], upon and subject to the terms and conditions hereinafter set forth; NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the covenants and agreements herein contained the parties hereto agree as follows: INTERPRETATION Definitions In this Agreement, unless something in the subject matter or context is inconsistent therewith:","Asset Purchase Agreement For a Retail Business","71",671,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement_for-a-retail-business-D931.png","https://templates.business-in-a-box.com/imgs/250px/931.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#931.xml",{"title":6,"description":6},[95,97],{"label":18,"url":96},"business-legal-agreements",{"label":21,"url":98},"purchase-sale-agreement","asset purchase agreement for a retail business","/template/asset-purchase-agreement-for-a-retail-business-D931",{"description":102,"descriptionCustom":6,"label":103,"pages":104,"size":105,"extension":10,"preview":106,"thumb":107,"svgFrame":108,"seoMetadata":109,"parents":110,"keywords":117,"url":118},"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},[111,114],{"label":112,"url":113},"Sales & Marketing","sales-marketing",{"label":115,"url":116},"Bids & Quotes","bids-quotes","purchase order","/template/purchase-order-D1411",{"description":120,"descriptionCustom":6,"label":121,"pages":122,"size":9,"extension":10,"preview":123,"thumb":124,"svgFrame":125,"seoMetadata":126,"parents":128,"keywords":131,"url":132},"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","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":127,"description":6},"service agreement",[129,130],{"label":18,"url":96},{"label":18,"url":96},"sales agreement","/template/sales-agreement-D12711",{"description":134,"descriptionCustom":6,"label":135,"pages":122,"size":136,"extension":10,"preview":137,"thumb":138,"svgFrame":139,"seoMetadata":140,"parents":141,"keywords":144,"url":145},"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},[142,143],{"label":18,"url":96},{"label":18,"url":96},"supply agreement","/template/supply-agreement-D918",{"description":147,"descriptionCustom":6,"label":148,"pages":104,"size":149,"extension":10,"preview":150,"thumb":151,"svgFrame":152,"seoMetadata":153,"parents":154,"keywords":161,"url":162},"Invoice Company: Complete Address: ______________________________________________________ Phone:_________________ Fax: ________________ Email: _____________________ INVOICE #: _____________ DATE: ________________ Bill to: Address: _______________________________________ City: __________________________________________ State/Province: ___________ Zip/postal code__________ Country: ________________ Phone: _________________ Fax: __________________ Email: _________________________________________ Ship To:","Commercial Sales Invoice",42,"https://templates.business-in-a-box.com/imgs/1000px/sales-invoice-D383.png","https://templates.business-in-a-box.com/imgs/250px/383.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#383.xml",{"title":6,"description":6},[155,158],{"label":156,"url":157},"Finance & Accounting","finance-accounting",{"label":159,"url":160},"Invoices & Receipts","invoice-receipt","sales invoice","/template/sales-invoice-D383",{"description":164,"descriptionCustom":6,"label":165,"pages":166,"size":9,"extension":10,"preview":167,"thumb":168,"svgFrame":169,"seoMetadata":170,"parents":172,"keywords":171,"url":177},"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. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":171,"description":6},"non disclosure agreement nda",[173,174],{"label":18,"url":96},{"label":175,"url":176},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",false,{"seo":180,"reviewer":191,"legal_disclaimer":190,"quick_facts":195,"at_a_glance":197,"personas":201,"variants":226,"glossary":253,"clauses":284,"how_to_fill":335,"common_mistakes":376,"faqs":401,"industries":429,"comparisons":446,"diy_vs_lawyer":459,"jurisdictions":472,"related_template_ids_curated":493,"schema":501,"classification":502},{"meta_title":181,"meta_description":182,"primary_keyword":183,"secondary_keywords":184,"family":183,"is_canonical":190},"Purchase Agreement Template (Short Version) | BIB","Free short-form purchase agreement template for buying and selling goods, assets, or property. Covers price, delivery, warranties, and risk of loss.","purchase agreement template",[15,185,186,187,188,189],"purchase agreement template word","simple purchase agreement template","purchase contract template free","goods purchase agreement template","short form purchase agreement",true,{"name":192,"credential":193,"reviewed_date":194},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":196,"legal_review_recommended":190,"signature_required":190,"notarization_required":178},"medium",{"what_it_is":198,"when_you_need_it":199,"whats_inside":200},"A Purchase Agreement (Short Version) is a concise, legally binding contract between a buyer and a seller that documents the terms of a sale transaction — price, payment method, delivery, warranties, and risk of loss — in a streamlined format suited to straightforward goods or asset transfers. This free Word download is editable online and exportable as PDF, covering the essential enforceable terms without the length of a full commercial sales agreement.\n","Use it whenever two parties agree to transfer ownership of goods, equipment, inventory, or tangible assets and need a written record of the agreed price, payment terms, and delivery conditions. It is particularly useful for transactions between known counterparties where speed and simplicity matter more than exhaustive negotiation.\n","Buyer and seller identification, a precise description of the goods or assets being sold, the purchase price and payment terms, delivery and acceptance conditions, limited warranties or as-is disclaimers, risk-of-loss allocation, and governing law. A signatures block with date fields closes the agreement.\n",[202,206,210,214,218,222],{"title":203,"use_case":204,"icon_asset_id":205},"Small business owners","Buying or selling equipment, inventory, or business assets between known parties","persona-small-business-owner",{"title":207,"use_case":208,"icon_asset_id":209},"Independent sellers and buyers","Documenting a private-party sale of goods or used equipment with clear title transfer","persona-freelancer",{"title":211,"use_case":212,"icon_asset_id":213},"Startup founders","Purchasing tangible assets from another business during an early-stage build-out","persona-startup-founder",{"title":215,"use_case":216,"icon_asset_id":217},"Procurement managers","Formalizing one-off supplier purchases outside a standing purchase order system","persona-operations-director",{"title":219,"use_case":220,"icon_asset_id":221},"Retailers and wholesalers","Documenting bulk inventory purchases with specific delivery and payment milestones","persona-retailer",{"title":223,"use_case":224,"icon_asset_id":225},"Real estate investors","Securing a short-form agreement for personal property or fixtures sold alongside real property","persona-franchise-applicant",[227,231,234,238,242,246,249],{"situation":228,"recommended_template":229,"slug":230},"Acquiring an entire business including liabilities and goodwill","Business Purchase Agreement","asset-purchase-agreement-for-a-retail-business-D931",{"situation":232,"recommended_template":74,"slug":233},"Purchasing only selected assets of a business, not its liabilities","asset-purchase-agreement-D928",{"situation":235,"recommended_template":236,"slug":237},"Buying or selling real estate or land","Real Estate Purchase Agreement","real-estate-purchase-agreement-D13234",{"situation":239,"recommended_template":240,"slug":241},"Selling a motor vehicle privately","Vehicle Purchase Agreement","vehicle-service-agreement-D14077",{"situation":243,"recommended_template":244,"slug":245},"Complex multi-deliverable goods sale with SLAs and inspection rights","Sales Agreement (Long Form)","sales-agreement-D12711",{"situation":247,"recommended_template":135,"slug":248},"Recurring supply of goods under a standing commercial relationship","supply-agreement-D918",{"situation":250,"recommended_template":251,"slug":252},"Buying shares or membership interests rather than underlying assets","Share Purchase Agreement","share-purchase-agreement-deemed-dividend-D342",[254,257,260,263,266,269,272,275,278,281],{"term":255,"definition":256},"Consideration","Something of value exchanged by each party — typically money from the buyer and goods or assets from the seller — that makes the contract legally binding.",{"term":258,"definition":259},"Risk of Loss","The point in the transaction at which responsibility for damage or destruction of the goods shifts from seller to buyer.",{"term":261,"definition":262},"FOB (Free on Board)","A shipping term specifying the location at which title and risk of loss transfer from seller to buyer — either at the seller's location (FOB Origin) or at the destination (FOB Destination).",{"term":264,"definition":265},"As-Is","A disclaimer stating the seller makes no warranties about the condition of the goods and the buyer accepts them in their current state.",{"term":267,"definition":268},"Warranty of Title","A seller's guarantee that they have the legal right to sell the goods and that the buyer will receive clear title free of third-party claims or liens.",{"term":270,"definition":271},"Earnest Money","A deposit paid by the buyer at signing to demonstrate commitment, typically applied toward the purchase price at closing or forfeited if the buyer defaults.",{"term":273,"definition":274},"Closing","The moment at which all conditions are satisfied, the final payment is made, and ownership of the goods or assets formally transfers to the buyer.",{"term":276,"definition":277},"Indemnification","A contractual obligation by one party to compensate the other for specified losses, claims, or damages arising from the transaction.",{"term":279,"definition":280},"Entire Agreement Clause","A provision stating that the written contract is the complete and final agreement between the parties, superseding all prior negotiations and representations.",{"term":282,"definition":283},"Force Majeure","A clause excusing a party from performance obligations when an extraordinary event outside their control — such as a natural disaster or government action — prevents fulfillment.",[285,290,295,300,305,310,315,320,325,330],{"name":286,"plain_english":287,"sample_language":288,"common_mistake":289},"Parties and Recitals","Identifies the buyer and seller by full legal name, entity type, and address, and states the intent of the agreement in plain terms.","This Purchase Agreement ('Agreement') is entered into as of [DATE] between [SELLER LEGAL NAME], a [ENTITY TYPE] ('Seller'), and [BUYER LEGAL NAME], a [ENTITY TYPE] ('Buyer'). Seller desires to sell and Buyer desires to purchase the Goods described herein on the terms set forth below.","Using a trade name or DBA instead of the registered legal entity name. If the seller later disputes the agreement, the wrong name creates an identification problem that can void enforcement against the intended party.",{"name":291,"plain_english":292,"sample_language":293,"common_mistake":294},"Description of Goods or Assets","Precisely identifies what is being sold — including model numbers, serial numbers, quantities, and condition — so there is no dispute about the subject matter of the sale.","Seller agrees to sell to Buyer the following goods ('Goods'): [QUANTITY] units of [DESCRIPTION], Model [MODEL NUMBER], Serial Number(s) [SERIAL NUMBER(S)], in [NEW / USED / AS-IS] condition, as further described in Exhibit A.","Describing goods in general terms like 'miscellaneous equipment' without itemizing specifics. Vague descriptions make post-closing disputes about what was included almost impossible to resolve in the seller's favor.",{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Purchase Price and Payment Terms","States the total price, any deposit amount, the payment method, and the payment schedule or due date.","The total purchase price for the Goods is [CURRENCY] [AMOUNT] ('Purchase Price'). Buyer shall pay a deposit of [AMOUNT] upon execution of this Agreement, with the balance of [AMOUNT] due on or before [DATE] by [wire transfer / certified check / ACH].","Omitting the payment method and leaving only a total price. Courts have found ambiguity in payment-method disputes that delayed enforcement; specifying the exact mechanism eliminates that risk.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Delivery and Acceptance","Defines when, where, and how the goods will be delivered, and what conditions the buyer must meet to formally accept or reject them.","Seller shall deliver the Goods to [ADDRESS / FOB ORIGIN / FOB DESTINATION] on or before [DELIVERY DATE]. Buyer shall have [X] business days from receipt to inspect and notify Seller in writing of any rejection. Failure to notify within that period constitutes acceptance.","No inspection or rejection window specified. Without one, the buyer loses any practical ability to contest defective goods after delivery, while the seller has no certainty about when acceptance occurs.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Risk of Loss and Title Transfer","States the exact point at which ownership and the risk of loss or damage pass from the seller to the buyer.","Title and risk of loss shall pass to Buyer upon [delivery to Buyer's address / pickup by Buyer at Seller's premises / receipt of full payment], whichever is later.","Not specifying when risk of loss transfers. If goods are damaged in transit and the contract is silent, the outcome depends on jurisdiction-specific default rules — which may contradict what either party expected.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Warranties and As-Is Disclaimer","Either provides a limited warranty that the goods conform to their description and are free of material defects, or disclaims all warranties and confirms an as-is sale.","Seller warrants that Seller has clear title to the Goods and the right to sell them. EXCEPT AS SET FORTH HEREIN, THE GOODS ARE SOLD 'AS IS' AND SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.","Including an as-is disclaimer in the body of the contract without capitalizing or otherwise making it conspicuous. In most US states and under the UCC, warranty disclaimers must be 'conspicuous' — buried lowercase text may be unenforceable.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Representations of Seller","Confirms that the seller has authority to sell the goods, that the goods are free of liens or encumbrances, and that no third-party claim affects the buyer's title.","Seller represents and warrants that: (a) Seller is the lawful owner of the Goods; (b) the Goods are free and clear of all liens, claims, and encumbrances; and (c) Seller has full authority to enter into and perform this Agreement.","Omitting the lien-free representation on used equipment sales. A buyer who takes goods subject to an undisclosed security interest may lose the goods to the secured creditor with no recourse unless the contract contains an express warranty of clear title.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Default and Remedies","Defines what constitutes a breach by either party and the remedies available — including retention of deposit, specific performance, or monetary damages.","If Buyer fails to pay the Purchase Price when due, Seller may retain the deposit as liquidated damages and terminate this Agreement. If Seller fails to deliver the Goods, Buyer may seek specific performance or a full refund of any deposit paid.","Omitting a default clause entirely and relying on general contract law. Without it, the non-defaulting party must litigate remedies from first principles, adding time and cost to what should be a straightforward breach claim.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Governing Law and Dispute Resolution","Specifies which jurisdiction's law governs the agreement and how disputes will be resolved — litigation, arbitration, or mediation.","This Agreement shall be governed by the laws of [STATE / PROVINCE / COUNTRY], without regard to conflicts-of-law principles. Any dispute arising under this Agreement shall be resolved by [binding arbitration in [CITY] / litigation in the courts of [JURISDICTION]].","Selecting a governing-law jurisdiction with no connection to either party or the transaction. Courts sometimes refuse to enforce choice-of-law clauses that are designed purely to disadvantage one party.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Entire Agreement and Amendments","Confirms that this written contract is the complete agreement between the parties and that any changes must be made in writing and signed by both parties.","This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, and understandings. This Agreement may not be amended except by a written instrument signed by both parties.","No entire-agreement clause, leaving prior email chains and verbal representations open to being introduced as contractual terms. This is among the most common ways purchase agreement disputes expand beyond the written document.",[336,341,346,351,356,361,366,371],{"step":337,"title":338,"description":339,"tip":340},1,"Identify both parties with full legal names","Enter the registered legal entity name (or full legal name for individuals), entity type, and address for both buyer and seller. Do not use trade names, DBAs, or abbreviations.","For business sellers, cross-check the exact entity name against the applicable corporate registry filing before signing.",{"step":342,"title":343,"description":344,"tip":345},2,"Describe the goods or assets precisely","List each item being sold with its description, quantity, model number, serial number if applicable, and condition. For bulk goods, attach a Schedule A with the full itemized list.","Photographs of the goods taken on the signing date, attached as an exhibit, significantly reduce post-closing disputes about condition.",{"step":347,"title":348,"description":349,"tip":350},3,"Enter the purchase price and payment structure","State the total purchase price, any deposit amount due at signing, the remaining balance, the payment due date, and the exact payment method (wire, ACH, certified check).","For transactions over $5,000, always specify wire or certified funds — personal checks introduce a post-delivery reversal risk that is difficult to resolve contractually.",{"step":352,"title":353,"description":354,"tip":355},4,"Set delivery terms and the acceptance window","Specify the delivery address or pickup location, the delivery date or deadline, and the number of business days the buyer has to inspect and reject the goods after receipt.","A 3-to-5 business day inspection window is standard for goods transactions; shorter windows favor the seller, longer ones favor the buyer.",{"step":357,"title":358,"description":359,"tip":360},5,"Allocate risk of loss and state when title transfers","Choose whether title and risk pass at seller's premises (FOB Origin), at the buyer's address (FOB Destination), or upon receipt of final payment. Align this with your insurance coverage.","If you are the buyer and the seller insists on FOB Origin, confirm your own cargo insurance covers the goods in transit before signing.",{"step":362,"title":363,"description":364,"tip":365},6,"Choose between a limited warranty and an as-is sale","If selling new or conforming goods, include a limited warranty of description conformance. For used goods sold without guarantee, include a conspicuous all-caps as-is disclaimer covering merchantability and fitness for purpose.","In many US states, the UCC requires warranty disclaimers to be in a larger font or all caps to be enforceable — use the template's pre-formatted disclaimer block.",{"step":367,"title":368,"description":369,"tip":370},7,"Complete the governing law and dispute resolution clause","Choose the jurisdiction whose law will govern the agreement — typically the state or province where the seller is located or where delivery occurs. Select arbitration for privacy and speed, or litigation if injunctive relief may be needed.","Arbitration is generally faster and cheaper for disputes under $50,000; litigation preserves the right to seek emergency injunctive relief without waiting for an arbitrator to be appointed.",{"step":372,"title":373,"description":374,"tip":375},8,"Execute before any payment or delivery occurs","Both parties must sign and date the agreement before the buyer transfers any funds or the seller releases any goods. File the executed copy with your business records.","Use a digital signature platform that timestamps execution and records the signer's identity — this is critical evidence if a dispute arises over whether the agreement was signed before or after delivery.",[377,381,385,389,393,397],{"mistake":378,"why_it_matters":379,"fix":380},"Vague or incomplete goods description","A description like 'used office furniture' without itemizing individual pieces creates a dispute about exactly what was sold the moment either party has a grievance.","Itemize every unit with its description, quantity, condition, and any identifying number. Attach a Schedule A for transactions involving more than three items.",{"mistake":382,"why_it_matters":383,"fix":384},"No inspection or rejection window","Without a defined window, the buyer has no clear right to reject defective goods after delivery, and the seller has no certainty about when the sale is final — leaving both parties in a gray zone.","Include an explicit inspection period of 3 to 5 business days from delivery, with a written rejection notice requirement to trigger any return or refund obligation.",{"mistake":386,"why_it_matters":387,"fix":388},"Omitting the lien-free representation","Used equipment and business assets are frequently subject to UCC-filed security interests that the seller may not disclose. A buyer who takes title subject to a lien can lose the goods to the secured creditor.","Include a seller representation that the goods are free of all liens and encumbrances, and conduct a UCC lien search before closing on any equipment or business asset purchase above $2,500.",{"mistake":390,"why_it_matters":391,"fix":392},"Burying the as-is disclaimer in lowercase body text","Under UCC Article 2 and similar statutes in Canada and the UK, warranty disclaimers that are not conspicuous — typically all-caps or bold larger font — may be voided by a court, leaving the seller exposed to implied warranty claims.","Place the as-is disclaimer in all-caps in its own paragraph, separate from the rest of the warranties clause, as formatted in the template.",{"mistake":394,"why_it_matters":395,"fix":396},"No default or remedies clause","When a buyer fails to pay or a seller fails to deliver, the non-defaulting party without a remedies clause must rely entirely on general contract law — which varies by jurisdiction and is costly to litigate.","Include a clear default clause specifying that deposit forfeiture is the seller's liquidated damages remedy for buyer default, and that specific performance or a full deposit refund is available to the buyer for seller default.",{"mistake":398,"why_it_matters":399,"fix":400},"Signing after payment or delivery has already occurred","A contract signed after full performance by one party may lack consideration for the restrictive clauses — particularly warranty disclaimers and limitation-of-liability provisions — making them unenforceable.","Execute the agreement before any funds are transferred and before any goods leave the seller's possession. Use the template's date field to record the execution date and confirm it precedes any payment or delivery.",[402,405,408,411,414,417,420,423,426],{"question":403,"answer":404},"What is a purchase agreement?","A purchase agreement is a legally binding contract between a buyer and a seller that documents the terms under which ownership of goods, assets, or property transfers from one party to the other. It identifies both parties, describes what is being sold, states the price and payment terms, and allocates risk between the parties. A signed purchase agreement creates enforceable obligations on both sides and supersedes any prior verbal or informal arrangements.\n",{"question":406,"answer":407},"When should I use the short version instead of a full purchase agreement?","The short version is appropriate for straightforward transactions between known counterparties where the goods are clearly identifiable, the price is agreed, and neither party requires extensive representations, covenants, or indemnification provisions. Typical use cases include equipment sales, bulk inventory purchases, and business-asset transfers below $100,000 in value. Use a long-form agreement when the transaction involves real property, an entire business, complex warranties, or regulatory compliance obligations.\n",{"question":409,"answer":410},"Does a purchase agreement need to be notarized?","In most jurisdictions, a purchase agreement for goods or business assets does not require notarization to be legally binding. Notarization is typically required for real estate transactions and certain government filings, not for general commercial sales. Signatures by authorized representatives of both parties, with dates, are generally sufficient to make the agreement enforceable.\n",{"question":412,"answer":413},"What is the difference between a purchase agreement and a purchase order?","A purchase order is a buyer-initiated document requesting goods from a supplier under pre-established or implied terms — it is a commercial instrument, not typically a comprehensive contract. A purchase agreement is a bilaterally negotiated contract that both parties sign, covering the full terms of the transaction including warranties, default remedies, and governing law. For one-off or high-value transactions, a purchase agreement provides significantly more legal protection than a purchase order alone.\n",{"question":415,"answer":416},"Who should sign a purchase agreement?","For individuals, both the buyer and seller sign personally. For business entities, an authorized signatory — typically a director, officer, or member with signing authority — must sign on behalf of the entity. Confirm the signatory's authority before execution, particularly for corporate sellers, to avoid a later claim that the signer lacked authority to bind the company.\n",{"question":418,"answer":419},"What happens if the seller doesn't have clear title to the goods?","If the seller transfers goods subject to an undisclosed lien or security interest, the buyer may lose the goods to the secured creditor regardless of what was paid. The seller's warranty of title in this template provides the buyer a contractual remedy against the seller for breach, but recovering money from a seller who has already spent it can be difficult. For transactions above $2,500, conduct a UCC lien search (in the US) or PPSA search (in Canada) before closing to verify the goods are unencumbered.\n",{"question":421,"answer":422},"Is an as-is clause enforceable?","An as-is clause is generally enforceable when it is conspicuous — all caps or bold text in a separate paragraph — and the buyer had a reasonable opportunity to inspect the goods before signing. Under UCC Article 2 in the US and equivalent provincial statutes in Canada, a buried lowercase disclaimer may be voided. An as-is clause does not protect a seller from liability for fraudulent misrepresentation or active concealment of known defects.\n",{"question":424,"answer":425},"What law governs a purchase agreement?","In the US, sale-of-goods transactions are governed by Article 2 of the Uniform Commercial Code (UCC), which has been adopted in some form in all 50 states. In Canada, provincial Sale of Goods Acts apply. In the UK, the Sale of Goods Act 1979 and the Consumer Rights Act 2015 govern depending on whether the buyer is a business or a consumer. The parties may choose a governing law in the contract, subject to the limitations of each jurisdiction's conflict-of-law rules.\n",{"question":427,"answer":428},"Can I use this template for an international sale of goods?","The template provides a solid starting point for international transactions, but cross-border sales introduce additional complexity: currency risk, customs documentation, Incoterms delivery terms, export controls, and the potential application of the UN Convention on Contracts for the International Sale of Goods (CISG). For cross-border transactions, consider specifying whether CISG applies or is excluded, add the applicable Incoterms designation, and have a lawyer familiar with both jurisdictions review the final draft.\n",[430,434,438,442],{"industry":431,"icon_asset_id":432,"specifics":433},"Manufacturing and wholesale","industry-manufacturing","Bulk inventory purchases with staggered delivery schedules, FOB terms tied to freight carrier handoff, and lien searches on industrial equipment acquired from distressed sellers.",{"industry":435,"icon_asset_id":436,"specifics":437},"Technology and SaaS","industry-saas","Hardware and equipment procurement for data centers or office build-outs, with serial number itemization, as-is warranties on refurbished gear, and UCC lien searches on third-party resellers.",{"industry":439,"icon_asset_id":440,"specifics":441},"Retail and e-commerce","industry-retail","Supplier inventory purchases outside standing supply agreements, closeout or liquidation buys with as-is disclaimers, and inspection windows tied to warehouse receipt confirmation.",{"industry":443,"icon_asset_id":444,"specifics":445},"Professional services","industry-professional-services","Purchase of office fixtures, furniture, or equipment from other businesses, with clear title transfer and defined acceptance procedures to support fixed-asset accounting entries.",[447,450,453,456],{"vs":229,"vs_template_id":448,"summary":449},"business-purchase-agreement-D57","A business purchase agreement covers the acquisition of an entire operating business — including goodwill, customer relationships, liabilities, and employee obligations. A short-form purchase agreement covers only the sale of defined goods or assets, with no assumption of liabilities or transfer of ongoing obligations. Use the short form for asset-only transactions; use the business purchase agreement when buying a going concern.",{"vs":451,"vs_template_id":245,"summary":452},"Sales Agreement","A full-length sales agreement is designed for complex, multi-deliverable commercial transactions with detailed inspection rights, SLA provisions, indemnification caps, and extended representations. The short-form purchase agreement covers the same core terms in a condensed format suited to simpler, one-time transactions. When the goods are standard and the parties are familiar with each other, the short form is faster to execute and easier to enforce.",{"vs":135,"vs_template_id":454,"summary":455},"supply-agreement-D13303","A supply agreement governs a recurring, ongoing commercial relationship for the regular purchase of goods over a defined period — setting volume commitments, pricing tiers, and quality standards. A purchase agreement is a one-time transaction document for a single, defined sale. Use a supply agreement when you need a framework for multiple future orders; use a purchase agreement for a specific, one-off purchase.",{"vs":103,"vs_template_id":457,"summary":458},"purchase-order-D1411","A purchase order is a buyer-generated commercial document that initiates a transaction but typically does not include negotiated warranty disclaimers, default remedies, or governing law. A purchase agreement is a bilateral contract signed by both parties that provides full legal coverage of the transaction. For high-value or one-off purchases, a signed purchase agreement offers substantially more protection than a purchase order standing alone.",{"use_template":460,"template_plus_review":464,"custom_drafted":468},{"best_for":461,"cost":462,"time":463},"One-off goods or equipment sales between known parties at values below $50,000 with no unusual risk factors","Free","15–30 minutes",{"best_for":465,"cost":466,"time":467},"Transactions above $25,000, used equipment with lien risk, or parties in different jurisdictions","$200–$500 for a 1-hour lawyer review","1–2 business days",{"best_for":469,"cost":470,"time":471},"Complex asset acquisitions, regulated goods, international sales, or transactions exceeding $100,000","$1,000–$3,500+","1–2 weeks",[473,478,483,488],{"code":474,"name":475,"flag_asset_id":476,"note":477},"us","United States","flag-us","Sale-of-goods transactions in the US are governed by Article 2 of the Uniform Commercial Code, adopted in all 50 states with minor variations. UCC Article 2 imposes implied warranties of merchantability and fitness for a particular purpose unless expressly disclaimed in conspicuous language. Buyers should conduct a UCC lien search with the secretary of state before closing on equipment or asset purchases to confirm the seller holds clear title.",{"code":479,"name":480,"flag_asset_id":481,"note":482},"ca","Canada","flag-ca","Each province has its own Sale of Goods Act that implies statutory warranties of title, description conformance, and merchantability into goods contracts. The Personal Property Security Act (PPSA), in force in all common-law provinces, governs security interests in personal property — a PPSA search before closing is the Canadian equivalent of a UCC lien search. Quebec is governed by the Civil Code of Quebec rather than common-law statutes, and French-language requirements apply to consumer-facing contracts in that province.",{"code":484,"name":485,"flag_asset_id":486,"note":487},"uk","United Kingdom","flag-uk","The Sale of Goods Act 1979 implies conditions of title, description conformance, satisfactory quality, and fitness for purpose into business-to-business goods contracts. The Consumer Rights Act 2015 applies when the buyer is a consumer and imposes stronger protections that cannot be excluded by contract. As-is disclaimers must satisfy the reasonableness test under the Unfair Contract Terms Act 1977 to be enforceable in B2B transactions.",{"code":489,"name":490,"flag_asset_id":491,"note":492},"eu","European Union","flag-eu","The EU Sale of Goods Directive (2019/771) harmonizes minimum consumer protections across member states, including a two-year legal guarantee of conformity that sellers cannot contractually exclude in B2C transactions. For B2B sales, member state contract law applies — rules on warranty disclaimers, risk of loss, and default remedies vary significantly between France, Germany, Spain, and other member states. The UN CISG applies by default to international sales between EU and non-EU businesses unless both parties explicitly exclude it.",[230,457,245,248,494,495,496,497,498,494,499,500],"sales-invoice-D383","non-disclosure-agreement-nda-D12692","bill-of-sale-D1229","letter-of-intent_acquisition-of-business-D5197","credit-note-D13639","independent-contractor-agreement-D160","service-agreement-D12711",{"emit_how_to":190,"emit_defined_term":190},{"primary_folder":96,"secondary_folder":503,"document_type":504,"industry":505,"business_stage":506,"tags":507,"confidence":513},"sales-and-purchase","agreement","general","all-stages",[508,509,510,511,512],"legal","purchase-agreement","sales-contract","buyer-seller","payment-terms",0.95,"\u003Ch2>What is a Purchase Agreement (Short Version)?\u003C/h2>\n\u003Cp>A \u003Cstrong>Purchase Agreement (Short Version)\u003C/strong> is a concise, legally binding contract between a buyer and a seller that governs the transfer of ownership of goods, equipment, or tangible assets from one party to the other. It records the agreed purchase price and payment terms, describes the subject matter of the sale with enough precision to prevent later disputes, allocates risk of loss between the parties, and establishes each party's rights in the event of non-payment or non-delivery. Unlike a full-length commercial sales agreement, the short form omits extended indemnification schedules, multi-page representations, and complex SLA provisions — keeping the document focused on the core terms that make a straightforward transaction enforceable.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Proceeding with a goods or asset sale on a handshake, an email thread, or a purchase order alone leaves both parties exposed to predictable and avoidable risks. Without a signed purchase agreement, a buyer who receives defective goods has no contractual basis to demand a refund beyond general contract law principles — which vary by jurisdiction and are expensive to litigate. A seller who delivers goods before receiving payment has no documented terms to enforce collection. If the goods are damaged in transit and the contract is silent on risk of loss, the outcome depends on statutory defaults neither party may have anticipated. A signed short-form purchase agreement eliminates each of these gaps in 15 to 30 minutes — creating a paper trail that supports collections, insurance claims, accounting entries, and dispute resolution without the cost of a custom-drafted contract.\u003C/p>\n",1778773474070]