Sale of Goods (US)
Comprehensive sale of goods agreement for B2B transactions with multi-state legal options
SALE OF GOODS AGREEMENT
This Sale of Goods Agreement (this "Agreement") is entered into as of [effective date] (the "Effective Date") by and between [seller legal name], a [seller state of formation] [seller entity type] with its principal place of business at [seller address] ("Seller"), and [buyer legal name], a [buyer state of formation] [buyer entity type] with its principal place of business at [buyer address] ("Buyer"). Seller and Buyer are referred to individually as a "Party" and together as the "Parties."
WHEREAS, Seller is in the business of selling [description of goods category];
WHEREAS, Buyer wishes to purchase, and Seller wishes to sell, the goods described in Exhibit A on the terms set out below; and
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:
1. ORDER OF DOCUMENTS
1.1 Key Commercial Terms. The commercial terms for this transaction are set out in Exhibit A (Key Commercial Terms).
1.2 Order of Priority. In the event of a conflict, the following order of priority applies: (a) Exhibit A; (b) the body of this Agreement; (c) any purchase order, invoice, order acknowledgment, or similar document exchanged by the Parties.
1.3 No Other Terms. Any additional or different terms in a purchase order, invoice, order acknowledgment, or similar document are rejected unless both Parties expressly agree to them in a writing signed by both Parties.
Note: This 'no other terms' clause is designed to short-circuit the UCC Section 2-207 'battle of the forms' problem — where the Parties exchange standard forms whose preprinted terms conflict. Without this clause, additional terms in a buyer's purchase order can become part of the contract by default unless they materially alter the agreement. For SMEs that exchange standard forms regularly, this is one of the most useful operational protections in the agreement.
2. SALE AND PURCHASE OF GOODS
2.1 Goods. Subject to this Agreement, Seller will sell, and Buyer will purchase, the goods described in Exhibit A in the quantities and at the prices set out therein (the "Goods").
2.2 Specifications and Changes. If the Goods must meet written specifications, those specifications are listed in Exhibit A. Any change to the specifications, quantities, or delivery dates must be agreed in a writing signed by both Parties.
2.3 Quantity Tolerance. If Seller delivers a quantity of Goods that varies from the quantity in Exhibit A by no more than [quantity tolerance percentage, e.g., 5]%, Buyer will not object to or reject the Goods on that basis and will pay for the quantity actually delivered, adjusted pro rata.
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California note
This version is drafted for California. US contract and employment rules vary by state, so it will not transfer cleanly elsewhere. Tell GitLaw where the parties are and it adjusts the draft.
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