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

Summary

This is a short-form agreement that includes the basic terms and conditions for the sale and purchase of goods between a buyer and seller. This template includes practical guidance, drafting notes, and alternate clauses. This template has been drafted with terms that favor the Seller. The template only includes the basic terms and conditions for the parties' sale and purchase of goods. Consider attaching and incorporating standard terms and conditions of sale into the Agreement, which would provide additional terms regarding the parties' sale transaction(s) that would be favorable to the Seller (such as terms addressing intellectual property rights, limitation of liability, inspection, compliance with laws, termination rights, etc.), that would afford 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 agreement is drafted pursuant to Article 2 of Uniform Commercial Code (UCC), which has been adopted by every state (except Louisiana) and governs contracts for sale of goods. As there may be some variations in the UCC as adopted in the different states, review the UCC in the state relevant to your client's transaction. The UCC 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. U.C.C. § 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. 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. U.C.C. § 2-105. For a full listing of content related to distribution arrangements, see Distributor Resource Kit. For additional guidance, see Drafting a Sale of Goods Agreement Checklist, Sale of Goods Agreements: Avoiding Common Pitfalls, Key Provisions of Sales and Purchase Agreements, and Supply of Goods Resource Kit.