Sale of Goods Agreement
(Pro-seller, Short Form) (OR)

Summary

This is an Oregon specific, short form sales agreement for the sale and purchase of goods between a buyer and seller. This template includes practical guidance, drafting notes, and alternate clauses. The document is a short form that contains the essential terms of the sales transaction and has been drafted with terms that favor the seller. The agreement is drafted pursuant to Oregon's Uniform Commercial Code - Sales (UCC), which governs contracts for sale of goods in Oregon. As this template only includes the basic terms for the sale and purchase of goods, consider attaching and incorporating standard terms and conditions of sale to the agreement, which would include additional terms favorable to the seller, such as terms addressing intellectual property rights, inspection and acceptance, assignment, compliance with laws, and termination rights, among other terms. For a terms of sale template, see Terms and Conditions of Sale (Seller); for a sales agreement with detailed terms favoring the seller, see Sale of Goods Agreement (Pro-seller). The UCC as adopted in Oregon 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. ORS § 72.1020. 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. The subject goods must exist and be identified before any interest therein can be transferred. ORS § 72.1050. For additional guidance, see Key Provisions of Sales and Purchase Agreements, Sale of Goods Agreements: Avoiding Common Pitfalls, Drafting a Sale of Goods Agreement Checklist, and Supply of Goods Resource Kit.