Sale of Goods Agreement
(Pro-seller, short-form) (TX)

Summary

This is a Texas specific, short form sales agreement for the sale and purchase of goods between a buyer and seller. The template includes practical guidance, drafting notes, and alternate and optional clauses. The agreement is drafted pursuant to the Uniform Commercial Code - Sales adopted in Texas (UCC), which governs contracts for sale of goods in Texas. The template has been drafted with terms that favor the seller of the goods. The agreement only includes the basic terms and conditions for the sale and purchase of goods between the parties. Consider attaching and incorporating standard terms and conditions of sale to the agreement, which would contain additional terms favorable to the seller regarding the parties' transaction(s) (such as terms addressing intellectual property rights, inspection and acceptance, assignment, compliance with laws, termination rights, etc.) and provide greater protection to the Seller and reduce its exposure and risk under the agreement. For a terms of sale template, see Terms and Conditions of Sale (Seller). For a sale of goods contract with more detailed terms that favor the seller, see Sale of Goods Agreement (Pro-seller). The UCC as adopted in Texas applies to transactions for the sale of goods, but does not apply to any transaction which is intended to operate only as a security transaction, even though the agreement takes the form of a sale or an unconditional contract to sell goods. Tex. Bus. & Com. Code § 2.102. Goods are defined as all things, including specially manufactured goods, which are movable at the time of identification to the contract for sale (which includes unborn young of animals, growing crops and items that are severable without material harm from realty). Goods do not include the money to pay for the goods, investment securities, and things in action. Tex. Bus. & Com. Code § 2.105(a). The subject goods must exist and be identified before any interest therein can be transferred. Goods which are not both existing and identified are "future" goods, and a purported present sale of future goods will operate as a contract to sell. Tex. Bus. & Com. Code § 2.105(b). For additional guidance, see Drafting a Sale of Goods Agreement Checklist (TX), Sale of Goods Agreements: Avoiding Common Pitfalls (TX), Key Provisions of Sales and Purchase Agreements, and Supply of Goods Resource Kit.