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.
Note: Quantity tolerance reflects manufacturing reality — exact quantities are often difficult for fungible or made-to-order goods. Market-standard tolerances are 5% for standard products and 10% for custom or batch-manufactured goods. If you sell standard catalog items in fixed quantities, set this to 0% and delete the clause.
3. PRICE AND TAXES
3.1 Price. The price for the Goods is set out in Exhibit A (the "Price").
3.2 Taxes. The Price is exclusive of all sales, use, excise, value-added, and similar taxes, duties, and governmental charges of any kind imposed on the sale or delivery of the Goods. Buyer is responsible for all such charges, except for taxes imposed on Seller's net income, gross receipts, real or personal property, employees, or other assets. If Buyer claims a tax exemption, Buyer will provide Seller with a valid exemption certificate prior to invoicing.
4. INVOICING AND PAYMENT
4.1 Invoicing. Seller may issue an invoice to Buyer following tender of delivery of the Goods, whether the tender represents whole or partial fulfillment of the quantity ordered.
4.2 Payment Terms. Buyer will pay all undisputed invoiced amounts within [payment terms, e.g., 30] days from the date of Seller's invoice, in U.S. dollars by wire transfer of immediately available funds to the account designated in Exhibit A or by such other method as the Parties agree in writing.
Note: Commercial benchmark: Net 30 is the SME standard for B2B sale of goods. Net 15 is aggressive (used where Seller has limited working capital or for first-time customers); Net 60 is enterprise-friendly and is rarely accepted by SME sellers. Language benchmark: 'within thirty (30) days from the date of invoice' is standard. Avoid 'net 30 from receipt' — it creates a dispute over when receipt occurred.
4.3 Disputed Amounts. If Buyer disputes any portion of an invoice in good faith, Buyer will pay the undisputed portion by the due date and will notify Seller in writing of the disputed portion within [dispute notice period, e.g., 10] days of receiving the invoice. The Parties will work in good faith to resolve the dispute promptly.
4.4 Late Payment Interest. Undisputed amounts not paid by the due date will accrue interest at the lower of [late payment rate, e.g., 1.5]% per month or the maximum rate permitted by applicable law, calculated daily from the due date until paid in full. Buyer will reimburse Seller for reasonable costs of collection of late payments, including reasonable attorneys' fees.
Note: Commercial benchmark: 1.0% to 1.5% per month (12% to 18% per annum) is the standard contractual late-payment rate for SME sale of goods. Language benchmark: 'the lower of [rate]% per month or the maximum rate permitted by applicable law' — the 'lower of' wording is essential because state usury caps vary widely (Texas, New York, and California cap business loan interest below the typical contractual rate in some scenarios). Without the cap, the entire interest provision can be voided in some states. Verify the maximum rate for the governing state before signing.
4.5 Suspension for Non-Payment. If Buyer fails to pay any undisputed amount when due and the failure continues for [suspension notice period, e.g., 10] days after written notice, Seller may, in addition to any other remedy, suspend further deliveries until payment is received in full.
5. DELIVERY
5.1 Delivery Terms. Delivery terms are set out in Exhibit A, including any applicable Incoterms® 2020 designation. If Exhibit A is silent on Incoterms, the Parties intend the plain meaning of the delivery term used (for example, "FOB Seller's facility" or "Delivered to Buyer's address").
5.2 Delivery Dates. Any delivery date stated in this Agreement or in Exhibit A is an estimate unless Exhibit A expressly states the date is firm.
5.3 Partial Deliveries. Seller may, at its option and without liability, tender delivery in partial fulfillment of the quantity purchased. Buyer will pay for each partial delivery in accordance with Section 4.
5.4 Buyer's Failure to Take Delivery. If Buyer fails to take delivery on the agreed date for reasons other than Seller's default, or if Buyer fails to provide instructions, documents, or authorizations needed for delivery: (a) risk of loss passes to Buyer on the originally scheduled delivery date; (b) the Goods are deemed delivered on that date; and (c) Seller may store the Goods, at Buyer's reasonable cost, until Buyer takes delivery.
Note: This clause protects you when Buyer is not ready to receive — risk of loss passes on the scheduled date and you can store the Goods at Buyer's reasonable cost. If you sell large, perishable, or high-value Goods where storage and insurance costs are material, consider expanding 'reasonable cost' to expressly include storage, insurance, and demurrage charges.
6. TITLE AND RISK OF LOSS
6.1 Title and risk of loss in the Goods pass to Buyer upon Seller's tender of delivery at the Delivery Location specified in Exhibit A, unless Exhibit A expressly provides otherwise. If Exhibit A is silent, title and risk of loss pass to Buyer when Seller delivers the Goods to the carrier at Seller's shipping point.
Note: Title and risk of loss can pass at different points depending on how delivery is structured — at Seller's premises (when Buyer picks up), at the shipping point (when Seller hands the Goods to a carrier), or at Buyer's premises (when delivered to Buyer's door). The point at which risk passes determines who bears in-transit losses and who needs insurance for that leg. The default in this clause passes title at the Delivery Location; if Exhibit A is silent, it falls back to the shipping point. Set this expressly in Exhibit A to avoid doubt, and confirm your insurance covers the period during which you bear risk.
7. INSPECTION, ACCEPTANCE, RETURNS
7.1 Inspection Period. Buyer will inspect the Goods within [inspection period, e.g., 10 business days] after delivery (the "Inspection Period").
7.2 Nonconforming Goods. If Buyer believes the Goods are nonconforming, Buyer will notify Seller in writing within the Inspection Period, describing the nonconformity in reasonable detail and providing photographs or other supporting evidence on request. "Nonconforming Goods" means Goods that (a) are different from the Goods described in Exhibit A; (b) are mislabeled or incorrectly packaged in a manner that misidentifies the contents; or (c) fail to materially conform to the specifications stated in Exhibit A.
Note: The definition of 'Nonconforming Goods' controls when Buyer can reject and return shipments. A narrow definition (wrong product, wrong label, fails stated specifications) limits returns disputes and is appropriate for standard catalog items. A broader definition (any deviation from quality expectations) is more appropriate for bespoke or made-to-order Goods. If you sell custom or build-to-order Goods, consider broadening this further; if you sell standard catalog items, the current narrower definition reduces disputes.
7.3 Acceptance. Buyer is deemed to have accepted the Goods on the earliest of: (a) Buyer's written acceptance; (b) Buyer's use, resale, or alteration of the Goods (other than reasonable testing); or (c) expiration of the Inspection Period without a valid notice of nonconformity under Section 7.2.
7.4 Seller's Right to Cure. If Buyer rejects Goods as nonconforming, Seller may, at its option and within a commercially reasonable time, (a) repair or replace the Nonconforming Goods, or (b) issue a credit or refund for the Price of the Nonconforming Goods. Buyer will return Nonconforming Goods to Seller, at Seller's expense, in accordance with Seller's reasonable return instructions. The remedies in this Section 7.4 are Buyer's exclusive remedies for delivery of Nonconforming Goods.
Note: This 'right to cure' provision reflects UCC Section 2-508, which gives the seller a statutory cure right in many circumstances. Stating it expressly avoids ambiguity. Repair/replace/refund-at-Seller's-option is the SME-standard remedy. If Buyer demands the right to choose the remedy, that is a meaningful concession — push back unless Buyer is a strategic customer.
7.5 Returns. Other than for Nonconforming Goods, returns are permitted only with Seller's prior written return authorization (an "RMA") and on Seller's reasonable return terms.
8. NON-DELIVERY
8.1 The quantity of any delivery as recorded by Seller on tender is conclusive evidence of the quantity received unless Buyer provides documentary evidence to the contrary. Seller is not liable for non-delivery unless Buyer gives written notice within [non-delivery notice period, e.g., 10] days of the scheduled delivery date. Buyer's exclusive remedy for non-delivery is, at Seller's option: (a) Seller's delivery of the undelivered Goods within a commercially reasonable time; or (b) a pro-rata reduction in the invoiced amount.
9. LIMITED WARRANTY
9.1 Limited Warranty. Seller warrants to Buyer that, for [warranty period, e.g., 12 months] from the date Seller tenders delivery (the "Warranty Period"), the Goods will (a) materially conform to the specifications in Exhibit A and (b) be free from material defects in materials and workmanship under normal use and service.
Note: Commercial benchmark: 12 months is the SME standard warranty period for manufactured goods. 90 days is common for components or goods sold to integrators; 24 months is a buyer-friendly upgrade. Language benchmark: 'will materially conform to the specifications and be free from material defects in materials and workmanship under normal use and service' is the canonical formulation. 'Material' is doing real work — without it, any deviation, however minor, is a breach.
9.2 Warranty Remedy. Seller's sole obligation, and Buyer's exclusive remedy, for breach of the warranty in Section 9.1 is, at Seller's option: (a) repair of the nonconforming Goods; (b) replacement of the nonconforming Goods; or (c) refund of the Price paid for the nonconforming Goods. Buyer will return the affected Goods to Seller, at Seller's expense, on Seller's request.
9.3 Warranty Claim Procedure. Buyer must give written notice of a warranty claim within the Warranty Period, describing the alleged defect in reasonable detail, and must promptly provide reasonable information requested by Seller, including the opportunity for Seller (or its designee) to inspect the Goods.
9.4 Warranty Exclusions. The warranty in Section 9.1 does not apply to defects or failures caused by: (a) misuse, neglect, accident, or use of the Goods contrary to Seller's instructions; (b) unauthorized repair, modification, or installation; (c) normal wear and tear; (d) damage during shipment if shipment was arranged by Buyer; or (e) the use of the Goods together with other products not approved by Seller in writing.
9.5 Consumer Sales. If a sale under this Agreement is to an individual consumer or for personal, family, or household use, applicable consumer protection and warranty laws may provide additional rights that cannot be disclaimed. In that case, Seller's warranty obligations will be interpreted to comply with applicable law.
Note: Use Section 9.5 only if you sell to consumers or through retail channels. State consumer warranty statutes (notably California's Song-Beverly Consumer Warranty Act, Cal. Civ. Code Section 1790 et seq., and the federal Magnuson-Moss Warranty Act, 15 U.S.C. Section 2301 et seq.) impose implied warranties on consumer goods that cannot be fully disclaimed. If your sales are pure B2B, you may delete this section.
10. DISCLAIMER OF IMPLIED WARRANTIES
Note: Use Option A, Option B, or Option C — choose the one that matches the governing law in Section 18 and the location of the Buyer.
Note: Use Option A if California law governs, the Goods are delivered into California, or Buyer is located in California. Use Option B if New York law governs and the sale is purely B2B. Use Option C for B2B sales in all other states. Under UCC Section 2-316(2), to disclaim the implied warranty of merchantability the disclaimer must mention 'merchantability' and, if in writing, be 'conspicuous' — which is why all three options are in capital letters or bold. A disclaimer that is buried in small type is unenforceable even if the wording is correct.
Option A (California / consumer-risk states): EXCEPT FOR THE EXPRESS LIMITED WARRANTY IN SECTION 9, AND TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NOTHING IN THIS SECTION LIMITS RIGHTS THAT CANNOT BE DISCLAIMED UNDER APPLICABLE CONSUMER PROTECTION LAW.
Option B (New York B2B): EXCEPT FOR THE EXPRESS LIMITED WARRANTY IN SECTION 9, SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
Option C (All other states, B2B with consumer carve-out): EXCEPT FOR THE EXPRESS LIMITED WARRANTY IN SECTION 9, SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. IF THIS IS A CONSUMER SALE, SOME IMPLIED WARRANTIES AND REMEDIES MAY APPLY REGARDLESS OF THIS DISCLAIMER.
Note: All three options expressly disclaim the implied warranty of title (UCC Section 2-312) and warranty against infringement in addition to merchantability and fitness — these warranties are often forgotten and should be disclaimed where lawful. The state options exist because California consumer protection law restricts how far disclaimers can go, New York courts apply a strict B2B-friendly reading of UCC Section 2-316, and other states sit between.
11. LIMITATION OF LIABILITY
11.1 Exclusion of Consequential Damages. Use Option A, Option B, or Option C below — match the governing law in Section 18 and consider whether sales reach consumers.
Note: Use Option A if Massachusetts or New Jersey law governs, or if either Party is based in those states (their courts are stricter on consequential damages exclusions, and the 'fairness backstop' reduces the risk that the whole limitation is struck). Use Option B if California law governs or the Goods are delivered into California (broad exclusions are more likely to be tested in consumer contexts). Use Option C for most other B2B sales. Under UCC Section 2-719(3), excluding consequential damages for personal injury caused by consumer goods is treated as prima facie unconscionable — the carve-outs in Options A and B reflect this and reduce the risk that a court will strike the entire limitation.
Option A (Massachusetts / New Jersey — fairness backstop): TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IF A COURT FINDS THIS EXCLUSION UNENFORCEABLE AS APPLIED TO ANY CLAIM, THE PARTIES INTEND THAT LIABILITY BE LIMITED TO THE MAXIMUM EXTENT ENFORCEABLE UNDER APPLICABLE LAW.
Option B (California — consumer / personal injury carve-out): TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION DOES NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, INCLUDING CERTAIN CONSUMER CLAIMS AND PERSONAL INJURY CAUSED BY NEGLIGENCE.
Option C (All other B2B states): IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOST REVENUE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2 Liability Cap. Subject to Section 11.3, each Party's total cumulative liability arising out of or related to this Agreement will not exceed the total amounts paid (and payable) by Buyer to Seller for the Goods that gave rise to the claim during the [cap lookback period, e.g., 12 months] before the event that gave rise to liability.
Note: Commercial benchmark: a cap equal to fees paid in the 12 months before the claim is the SME standard. A 2x or 3x multiple is a Buyer-friendly upgrade. A fixed-dollar cap (for example, $250,000) is sometimes used as a backstop and can be combined with the fees-paid cap as 'the greater of' or 'the lesser of' depending on which Party benefits. The 'Goods giving rise to the claim' wording narrows the cap to fees for the affected order rather than total fees over a flat 12-month window — sophisticated Buyers will often push back on this narrowing.
11.3 Exclusions from Cap and Exclusion. The exclusion in Section 11.1 and the cap in Section 11.2 do not apply to: (a) Buyer's payment obligations under this Agreement; (b) liability for fraud or willful misconduct; (c) breach of confidentiality obligations under Section 14; or (d) liability that cannot be excluded or limited under applicable law (which may include personal injury caused by negligence, gross negligence, and certain consumer claims).
12. INDEMNIFICATION
12.1 Seller Indemnity. Seller will defend, indemnify, and hold Buyer harmless from and against third-party claims, and pay damages finally awarded against Buyer (or amounts agreed in settlement), to the extent arising out of (a) Seller's breach of the warranty in Section 9.1, or (b) personal injury or property damage caused by a defect in the Goods existing at the time of delivery.
12.2 Buyer Indemnity. Buyer will defend, indemnify, and hold Seller harmless from and against third-party claims, and pay damages finally awarded against Seller (or amounts agreed in settlement), to the extent arising out of (a) Buyer's negligence or willful misconduct in the use, storage, resale, or distribution of the Goods, or (b) Buyer's breach of this Agreement.
12.3 Indemnification Procedure. The indemnified Party will (a) promptly notify the indemnifying Party in writing of the claim, (b) give the indemnifying Party sole control of the defense and settlement (provided that no settlement that admits liability or imposes non-monetary obligations on the indemnified Party may be made without the indemnified Party's written consent, not to be unreasonably withheld), and (c) provide reasonable cooperation. Failure to give prompt notice will not relieve the indemnifying Party of its obligations except to the extent the indemnifying Party is materially prejudiced.
Note: This clause uses a balanced two-way indemnity, which is normal for SME-to-SME deals. The Seller-side indemnity for personal injury and property damage caused by defective Goods is the most commercially important piece — without it, Buyer is exposed to product liability claims with only the (capped) warranty remedy as recourse. If you are the Seller and have strong bargaining power, you may prefer to narrow your indemnity scope or convert this to a one-way Buyer-to-Seller indemnity; if you are the Buyer purchasing for resale or distribution, push for the Seller indemnity to expressly cover IP infringement claims as well.
13. RECALLS AND COMPLIANCE
13.1 Compliance with Law. Each Party will comply with all laws and regulations applicable to its performance of this Agreement.
13.2 Recall Cooperation. If a recall, safety notice, or other corrective action relating to the Goods is required by law or reasonably advisable, the Parties will cooperate in good faith and coordinate communications. The Party whose act or omission caused the issue will bear the reasonable costs of the corrective action, to the extent the cause is reasonably determinable; otherwise the Parties will bear costs in proportion to their relative responsibility.
14. CONFIDENTIALITY (OPTIONAL)
Note: Use Section 14 only if the transaction involves the exchange of non-public information beyond what is necessary for a simple sale of goods (for example, custom specifications, pricing structures, customer lists, or product roadmaps). For a pure 'order, ship, pay' transaction with standard catalog goods, this section is not necessary and can be deleted.
14.1 Each Party may receive non-public information of the other Party ("Confidential Information"). The receiving Party will (a) use the disclosing Party's Confidential Information only to perform this Agreement, (b) protect it using at least the same degree of care it uses for its own confidential information of like importance (and not less than reasonable care), and (c) not disclose it to any third party except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less protective than this Section 14. This Section 14 does not apply to information that (i) is or becomes publicly available without breach of this Agreement; (ii) was lawfully known to the receiving Party before disclosure; (iii) is independently developed without use of the disclosing Party's Confidential Information; or (iv) is rightfully received from a third party without confidentiality obligations.
14.2 This Section 14 survives expiration or termination of this Agreement for [confidentiality survival period, e.g., 3 years], and indefinitely with respect to information that constitutes a trade secret under applicable law for so long as that information retains its trade secret status (other than due to an act or omission of the receiving Party).
Note: Commercial benchmark: 3 to 5 years post-termination is the SME standard for confidentiality survival; indefinite for trade secrets. Language benchmark: 'for a period of [3] years following termination, and indefinitely with respect to trade secrets.' New York is the only state that has not adopted the Uniform Trade Secrets Act and relies on common-law trade secret protection — if New York law governs, the trade secret carve-out still works but the underlying definition derives from common law rather than statute.
15. FORCE MAJEURE
15.1 Neither Party is liable for any failure or delay in performance (other than Buyer's payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics or epidemics, war, terrorism, civil unrest, government orders, embargoes, labor disruptions, or carrier delays (each a "Force Majeure Event"). The affected Party will give prompt written notice describing the Force Majeure Event and its expected duration, will use reasonable efforts to mitigate the effects, and will resume performance as soon as reasonably practicable. If a Force Majeure Event continues for more than [force majeure termination period, e.g., 60] days, either Party may terminate this Agreement on written notice without liability for the affected obligations.
16. TERM AND TERMINATION
16.1 Term. This Agreement starts on the Effective Date and continues until the Parties have completed their obligations for the Goods described in Exhibit A, unless terminated earlier under this Section 16.
16.2 Termination for Material Breach. Either Party may terminate this Agreement on written notice if the other Party materially breaches and fails to cure the breach within [cure period, e.g., 30] days after receiving written notice describing the breach.
16.3 Termination for Insolvency. Either Party may terminate this Agreement immediately on written notice if the other Party (a) becomes insolvent, (b) is generally unable to pay its debts as they become due, (c) files (or has filed against it and not dismissed within 60 days) a petition for bankruptcy or similar relief, or (d) makes a general assignment for the benefit of creditors.
16.4 Effect of Termination. Termination does not relieve Buyer of its obligation to pay for Goods delivered and accepted (or properly tendered if Buyer wrongfully rejects them) before termination. Sections 6 (Title and Risk of Loss for delivered Goods), 9 (Limited Warranty, for the remainder of the Warranty Period), 10 (Disclaimer), 11 (Limitation of Liability), 12 (Indemnification), 14 (Confidentiality), 18 (Governing Law), 19 (Jurisdiction), 20 (Waiver of Jury Trial), and any other provision that by its nature should survive, will survive expiration or termination.
17. NOTICES
17.1 Notices under this Agreement must be in writing and sent to the addresses in Exhibit A (or any updated address notified in writing). Notices may be delivered by personal delivery, nationally recognized overnight courier, or, if Exhibit A so permits, by email to the addresses specified there. A notice is effective on receipt; an email notice is effective when sent if no error message is received and Exhibit A permits email notice.
18. GOVERNING LAW
Note: Use Option A, Option B, Option C, or Option D — choose one and delete the others. The governing law in this Section should match the state Options selected in Sections 10 and 11.
Note: Use Option A (New York) if the Parties want a widely used commercial-law forum and neither Party is materially disadvantaged. Use Option B (California) if performance is primarily in California or one of the Parties is California-headquartered. Use Option C (Texas) if a Party is Texas-headquartered or the Goods are primarily delivered into Texas. Use Option D (Delaware) if the Parties want a neutral, business-friendly forum (common where one or both Parties are Delaware entities). If you choose Delaware law, ensure the chosen venue in Section 19 remains practical for both Parties — Delaware courts have limited jurisdiction over disputes with no Delaware connection, and parties often pair Delaware law with New York or California venue.
Option A (New York): This Agreement is governed by the laws of the State of New York, without regard to its conflict-of-laws principles. The Parties exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.
Option B (California): This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws principles. The Parties exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.
Option C (Texas): This Agreement is governed by the laws of the State of Texas, without regard to its conflict-of-laws principles. The Parties exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.
Option D (Delaware — neutral): This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The Parties exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.
Note: Why exclude the CISG: the United Nations Convention on Contracts for the International Sale of Goods (CISG) automatically applies to contracts between businesses whose places of business are in different countries that have ratified the CISG — including the United States. The CISG default rules differ from UCC Article 2 in important ways (for example, the CISG has no parol evidence rule, no Statute of Frauds, and different cure and rejection rules). For domestic US-only sales the CISG is inapplicable, but the exclusion is included as a precaution for cross-border deals. State UCC enactments also vary — most states have minor non-uniform amendments to UCC Article 2; verify the governing state's enactment if a clause turns on a specific UCC default.
19. JURISDICTION AND VENUE
19.1 Each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in [venue county and state] for any dispute arising out of or related to this Agreement, and waives any objection based on inconvenient forum or improper venue. The Parties may seek preliminary injunctive relief in any court of competent jurisdiction to protect confidential information or intellectual property pending the resolution of any dispute.
20. WAIVER OF JURY TRIAL
Note: Use Option A in all states EXCEPT California. Use Option B if California law governs. Pre-dispute jury trial waivers are enforceable in federal court and most state courts, but California courts generally hold pre-dispute jury waivers in non-arbitration contracts unenforceable as a matter of public policy (Grafton Partners L.P. v. Superior Court (2005) 36 Cal. 4th 944). For California-governed agreements, parties typically substitute a 'judicial reference' provision under California Code of Civil Procedure Sections 638-645.1 or rely on arbitration; we have included a placeholder for judicial reference in Option B.
Option A (all states except California): EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT.
Option B (California): Any dispute arising out of or related to this Agreement that is filed in a California court will be resolved by general judicial reference under California Code of Civil Procedure Sections 638-645.1, before a single referee mutually agreed by the Parties (or, failing agreement, appointed by the court). The referee's decision will stand as the decision of the court. The Parties acknowledge that pre-dispute jury waivers may be unenforceable in California courts.
21. ASSIGNMENT
21.1 Neither Party may assign this Agreement without the other Party's prior written consent, except that either Party may assign this Agreement, on written notice to the other Party, to (a) an affiliate under common control, or (b) a successor in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, in each case provided that the assignee assumes the assigning Party's obligations under this Agreement. Any other purported assignment is void.
22. GENERAL PROVISIONS
22.1 Entire Agreement. This Agreement, including Exhibit A, is the entire agreement between the Parties relating to the Goods and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral.
22.2 Amendments. Any amendment to this Agreement must be in writing and signed by both Parties.
22.3 Severability. If any provision of this Agreement is held unenforceable, the remaining provisions remain in effect, and the unenforceable provision will be enforced to the maximum extent permitted by law.
22.4 Counterparts; Electronic Signatures. This Agreement may be signed in counterparts, each of which is an original and all of which together constitute one agreement. Signatures delivered electronically (including by PDF, DocuSign, or similar service) have the same legal effect as original handwritten signatures. The Parties intend that electronic signatures and electronic records satisfy the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. Section 7001 et seq.) and applicable state law (including, for New York-governed agreements, the New York Electronic Signatures and Records Act).
22.5 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship.
22.6 No Waiver. A Party's failure to enforce any provision is not a waiver of that provision or of any other right under this Agreement. A waiver is effective only if in writing and signed by the waiving Party.
22.7 Headings. Section headings are for convenience only and do not affect interpretation.
SIGNATURES
The Parties have executed this Agreement as of the Effective Date.
SELLER: [seller legal name]
Signature: ____________________________________
Printed Name: [signatory name]
Title: [signatory title]
Date: [signature date]
BUYER: [buyer legal name]
Signature: ____________________________________
Printed Name: [signatory name]
Title: [signatory title]
Date: [signature date]
EXHIBIT A — KEY COMMERCIAL TERMS
Note: Complete this Exhibit before execution. In case of conflict with the body of this Agreement, this Exhibit prevails (Section 1.2).
Effective Date: [effective date]
Seller Legal Name: [seller legal name]
Seller State of Formation / Entity Type: [seller state of formation] / [seller entity type]
Seller Address: [seller address]
Buyer Legal Name: [buyer legal name]
Buyer State of Formation / Entity Type: [buyer state of formation] / [buyer entity type]
Buyer Address: [buyer address]
Description of Goods (SKUs, model numbers, descriptions): [description of goods]
Specifications (if any): [specifications]
Quantity: [quantity]
Quantity Tolerance: [quantity tolerance percentage, e.g., 5]%
Price (unit price and total): [price]
Currency: [currency, e.g., u.s. dollars]
Payment Terms: Net [payment terms, e.g., 30] days from invoice date
Disputed Amount Notice Period: [dispute notice period, e.g., 10] days
Late Payment Interest Rate: [late payment rate, e.g., 1.5]% per month (or maximum permitted by law, if lower)
Suspension Notice Period for Non-Payment: [suspension notice period, e.g., 10] days
Wire Transfer Instructions: [wire transfer instructions]
Delivery Location: [delivery location]
Delivery Date(s): [delivery dates]
Delivery Terms (Incoterms 2020 or plain language): [delivery terms]
Title and Risk of Loss Passage: [title and risk of loss passage]
Inspection Period: [inspection period, e.g., 10 business days]
Non-Delivery Notice Period: [non-delivery notice period, e.g., 10] days
Warranty Period: [warranty period, e.g., 12 months]
Liability Cap Lookback Period: [cap lookback period, e.g., 12 months]
Cure Period for Material Breach: [cure period, e.g., 30] days
Force Majeure Termination Period: [force majeure termination period, e.g., 60] days
Confidentiality Survival Period (if Section 14 applies): [confidentiality survival period, e.g., 3 years]
Permitted Notice Methods: [permitted notice methods — choose: personal delivery / overnight courier / email]
Seller Notice Email (if email permitted): [seller notice email]
Buyer Notice Email (if email permitted): [buyer notice email]
Implied Warranty Disclaimer Option (Section 10): [implied warranty disclaimer option — choose: option a (ca) / option b (ny) / option c (other)]
Limitation of Liability Option (Section 11): [limitation of liability option — choose: option a (ma/nj) / option b (ca) / option c (other)]
Governing Law Option (Section 18): [governing law option — choose: option a (ny) / option b (ca) / option c (tx) / option d (de)]
Jurisdiction and Venue (County and State): [venue county and state]
Jury Trial Waiver Option (Section 20): [jury trial waiver option — choose: option a (other) / option b (ca — judicial reference)]
Confidentiality Section 14 included?: [confidentiality included — choose: yes / no]
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