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The sale agreement (this "Agreement" or this "Purchase Agreement"), which is in effect at the time of entering into this Agreement, is concluded and concluded by and between [BUYER'S NAME], a corporation organised and established in [STATE] and having its seat under [ADDRESS] (hereinafter "Buyer"), and [SELLER'S NAME], a corporation having its seat under [ADDRESS] (hereinafter "Seller").
While the Buyer intends to buy from the Seller and the Seller intends to resell such Goods to the Buyer exclusively on the basis of the sales contract containing exclusive sale of such Goods to the Buyer and on no other basis, unless otherwise expressly otherwise stipulated, the Buyer and the Seller shall indemnify and hold the Buyer harmless from and against any and all claims, losses, expenses, expenses, expenses, expenses, expenses, expenses, expenses, expenses, including, without limitation, any other expenses, expenses, expenses, expenses, expenses, expenses, expenses, including, but not limited to, any expenses, expenses, expenses, expenses, expenses, expenses, expenses, including, but not limited to, any expenses, expenses, expenses, expenses, expenses, expenses, expenses, expenses, expenses, expenses, income, expenses, expenses, expenses, expenses, income, expenses, income, expenses, income, expenses, expenses, expenses, expenses, income, income, and other expenses, including but not limited to, arising from or related to the sale of such Goods:
This contract of purchase presupposes the circumstances under which your customers can place orders for your Items. Buyer may place orders ("Order(s)") with Seller for Seller's Goods and all such orders shall be subject exclusively to the provisions of this Purchase Agreement, unless otherwise stated.
It is not assumed that the Vendor has renounced the present General Sales and Delivery Policy if the Vendor does not contradict the stipulations which appear on an order from the Purchaser, are inserted by means of a link or are appended to the latter, and these stipulations are hereby explicitly refused. Conflicting or supplementary stipulations in an order blank of the Buyer shall only be valid if they have been stipulated in written agreement and if they have been duly executed by an authorised agent of the Vendor.
Furthermore, the vendor retains the right to refuse any order placed by the purchaser. Transport costs shall be paid in full in anticipation and the Buyer shall refund such costs to the Vendor upon receiving an account. Prior to the contractually agreed date of supply, the Vendor shall be entitled, at its own complete judgement, to make premature, expedited and/or part deliveries.
Immediately after acceptance by the Buyer, the Buyer shall examine and approve or refuse the goods supplied in accordance with the order. Should the Goods not conform to Seller's current drawing or specification, Buyer shall inform Seller of such deviation and give Seller a fair chance to rectify such deviation.
Buyer shall be considered to have consented to and renounced the acceptance of the Goods supplied under this Agreement unless Seller is notified within fifteen (15) working days of Buyer's acceptance of the Goods that the Goods supplied under this Agreement do not conform to Seller's drawing or spec.
Except as otherwise provided, the Buyer shall not be entitled to carry out an on-site visit to the Seller's factory. Should the Buyer be permitted to test the Seller's Products at the Seller's factory by mutual agreement between the Buyer and the Seller, such test shall be carried out with Buyer's adequate advance warning and at appropriate hours without prejudice, and such test shall not entitle the Buyer to set up binding test points or to access Seller's factory, whether owned by Seller or subject to competitive pressure.
Vendor retains the right at all Times and may, at its option, make changes, modifications or enhancements to the Goods supplied under an Order without incurring any responsibility or responsibility to include such changes, modifications or enhancements in any Article or Article produced, resold or supplied before the inclusion of such modification, modification or enhancement.
Indicated quotations are deemed valid; however, the Vendor retains the right to rectify unintended mistakes in these quotations before accepting the Order. Vendor retains the right to change or cancel the loan conditions at any moment and without warning and to demand warranties, securities or payments in anticipation of the respective loan amount.
If payment is not made on time, the seller is also entitled, in conjunction with all other legal redress provided for by law: Any amount owed by the Buyer to the Seller under an Order shall be due and payable in accordance with the conditions of an Order. The Buyer shall not offset any such amount or part thereof, whether it has been wound up or not, against any amount to which it is entitled by its ultimate owners, directors, subsidiaries or other departments or entities in any other transaction with the Seller, its ultimate owners, affiliated companies, directors, officers, subsidiaries or other departments or entities.
Non-compliance ", as used in this section, means non-compliance or non-service due to non-compliance with Seller's valid drawing or due to processing or materials faults. Vendor guarantees that, at the moment of supply to Buyer, its products conform to Vendor's valid drawing and are free from processing and materials faults.
Such guarantees shall apply to the Buyer, his successor and assignee. The Buyer must inform the Seller in a written form of the non-conformity of a Products within the guarantee term and must send the Products back to the Seller within thirty (30) working days following such detection. Before returning the Products to Seller, Buyer must obtain a RMA from Seller.
Vendor retains the right to send a returned item to Buyer without a RMA. Should the Vendor not be able to acknowledge the Buyer's deviation notified, the Buyer undertakes to reimburse the Vendor for a valuation fee / no defects found, the amount of which is specified in the Vendor's authorization for returns. Vendor undertakes to bear the transport cost for a defective Goods in an amount not exceeding the standard cost of shipment to the closest location specified herein for the guarantee repairs of Goods supplied under an Order.
Risks of losing or damaging all products during transport shall be born by the contracting partner who initiates the transport of these products. The Seller shall not be held responsible under this guarantee if the Products have been suspended or subjected: All damages caused by the malfunction of a guaranteed or non-guaranteed item delivered by the seller.
UNDER NO CIRCUMSTANCES SHALL THE VENDOR BE HELD RESPONSIBLE FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES OF ANY KIND. ANY EXTENSION OF THIS WARRANTY SHALL BE BEGINANT TO THE VENDOR UNLESS IT IS IN WRITING AND DULY AUTHORIZED AND AUTHORIZED AND SIGNED BY THE VENDOR'S AUTHORIZED REPRESENTATIVE. As a rule, these guarantees go far beyond what is usually guaranteed by a vendor.
Seller shall be released from any delay in the supply and execution of other contractually agreed duties under this Purchase Order due to any act or omission beyond Seller's reasonable control and without Seller's default or neglect, which includes, but is not restricted to, state embargos, blocks, seizures or freezing of property,
Any delay or refusal to issue, suspend or revoke an export licence or any other act of government, fire, flood, storm or other force majeure, quarantine, industrial action or lockout, riot, unrest, riot, rebellion, insubordination, civil disturbance, war, shortage of materials or any delay in delivery to Seller by any third party.
The Buyer shall reserve the right to rescind any part of this Order which is affected by any delay of the Seller or any failure or interruption of the Seller's business, or any application or proceedings instituted by the Seller under any state or local statute of collapse, subordination, reorganisation, administration or transfer in favour of or against the Seller's debtors.
Unless otherwise expressly provided in a written agreement between Buyer and Seller, any disputes arising out of an order placed by a Buyer domiciled in the United States which are not settled by the Buyer or Seller shall be settled by any appropriate courts. Orders placed by a buyer domiciled outside the United States shall be subject to mandatory arbitration by the contracting party in accordance with commonly accepted rules.
Seller and Buyer hereby explicitly waive the 1980 United Nations Convention on Contracts for the International Sale of Goods and all successors thereto. Except as otherwise provided, Buyer shall be liable for complying with U.S. Government inspection legislation and regulation and, if necessary to comply with such legislation and regulation, shall obtain applicable validation licences for exports and re-exports necessary for the goods, service and specifications supplied under this Order.
Vendor shall not be responsible to Buyer for any non-supply of goods, service or specifications resulting from any of the following acts of the U.S. Government: Under no circumstances shall the vendor be held responsible for specific, accidental or subsequent damage. Unless otherwise explicitly stated herein, the terms of this Purchase Order shall apply to the advantage of the orderers and not to the advantage of any other party.
The Buyer declares his agreement that he will not use the Seller's information for the production or acquisition of goods which are the object of this order, or similar goods, or cause such goods to be produced or obtained from another resource, or that he will duplicate or otherwise use such information without the Seller's prior consent in writing.
The Buyer declares that he is in agreement that he will not pass on or make available to third parties any Seller information or other information in connection with this order, which is the property of the Seller, without the Seller's previous agreement in writing. To the extent that an order requires goods based on Buyer's design, drawing or specification, Seller undertakes to reimburse to Buyer the amount of any definitive judgement against Buyer arising out of any action alleging that manufacturing, selling or use of any derivative product produced or supplied under this action violates a U.S. Patent granted at the time of entering into the Contract, and Buyer's reasonable cost and expense in defending such action, if Seller does not endeavor to do so, provided Seller is promptly informed of the notice or initiation of such action and Seller is fully and fully informed of and does not seek to commence such action.
The Seller's indemnification shall not be valid if an injury would not have been caused by the ordinary use for which the goods are intended. The Seller's responsibility for damage arising from this contract shall be restricted to those calculated exclusively on the value of the goods delivered to the Buyer. Under no circumstances shall the Seller be held responsible for subsequent damage or the associated expenses.
Upon a complaint that any of the following products is in breach of a U.S. patent, Seller may, at Seller's sole discretion and cost, (a) obtain for Buyer the right to keep the products in use, or (b) substitute or alter the products so that they are no longer infringed, or (c) give Buyer a refund for such products, less appropriate amortization for use, deterioration and obsolescence upon their surrender to Seller.
The Buyer undertakes to bear all charges and disbursements which the Seller incurs in respect of its defence, as well as the amount of any judgement against the Seller, any action or action brought against the Seller in respect of any breach of contract arising exclusively from the Buyer's association of any of the following products with any object not produced or supplied by the Seller, or from the Buyer's selling or use of any such association.
Selling Party shall also compensate Buyer's purchasers and representatives for such breach if and to the extend Buyer has consented to compensate Buyer, but no more than Selling Party has compensated Buyer hereunder and under the same terms and under the same terms as hereunder. Should any Goods to be supplied under this Purchase Order be manufactured to Buyer's drawing, sample or specification and not conform to Seller's draft, Buyer undertakes to protect, release and reimburse Buyer to the same extents and under the same circumstances as Seller's obligations to Buyer as described above.
This shall supersede any other compensation or guarantee expressly or implicitly granted by Seller with regard to intelectual properties (patents, business secrets, masks, brands, copyright or the like). LICENCE. PandaTipp: If no piece of sofware is provided, this section can be canceled. If Seller provides Buyer with Buyer's purchase of any applicable copy of Buyer's purchase order and Buyer has not entered into any copy of Buyer's purchase order, Buyer hereby accepts the following provisions with effect from the date of first delivery:
Except as provided herein, Seller hereby gives Buyer a non-exclusive, non-transferable licence to use the included or non-exclusive version of the same: the Seller's licence is non-exclusive and non-transferable: i) in the course of ordinary operations on or with vendors who are or will be appointed to be deployed on aeroplanes, ii) in the course of analysing or formating any report using information from such vendors, or iii) in the course of vendors or non-vendors who are used to test, service, retrieve or edit information collected by vendors.
The making of any copy of the copy of the Software with the exception of one copy for archival purpose is not permitted without the express written permission of the Seller. If such reproduction is permitted, Buyer shall replicate and incorporate all Seller's ownership and copyrights notice and other legend in the same way as Seller provides such notice and legend, both in and on each copy of the licenced program and documentary, and in any medium.
Buyer's licence of the Product and any right Seller grants Buyer under this Agreement shall be deemed to be Buyer's own property. Licensee may not sublicense, assign or loan the Licensee's copy of the Licensee's copy of the Program and Documents to any third parties without Seller's explicit previous permission in writing, unless Buyer transfers the Licensee's copy of the Program and Documents in connection with the sale of aircraft or test aircraft delivered by Seller in which the Licensee has the Program and Documents in place or used.
This authorization to assign is subject to the sale or assignment of Buyer's consent to use and maintain the confidential nature of the licenced soft ware and related documents under the same or similar conditions as those specified in this soft ware licence. However, the buyer shall inform the seller in written form about the passing on of the licenced sofware and documents.
The Buyer undertakes to use all licenced softwares and documents only as approved herein. The Buyer may not make any changes to the licenced Programs and Documents, either by itself or with the help of third parties, that include, but are not restricted to, translation, decompilation, disassembly or reverse assembly, reverse engineer, creation of derived or fused works, or execution of any other operations on the licenced Programs and Documents to restore any other operations on the licenced Programs and Documents to restore any part of the list of programs, item codes or sources or information in them.
The buyer undertakes to receive and store licenced sofware and documents in strict confidentiality. The Buyer undertakes to take appropriate measures by order, arrangement or otherwise with the Buyer's personnel or representatives or other individuals authorized to have acces to licenced information as follows to notify the personnel, representatives or other individuals who may come into communication with the Buyer of the confidentiality of the licenced information and to comply with the Buyer's obligation under this licence to use, copy, protect and secure the licenced information and work.
Said Licence shall be valid from the date of first shipment and shall be cancelled by Buyer for any cause after thirty (30) days' advance notification in writing to Seller, provided that Buyer discontinues use of Seller's Licensed Material and documents and either gives them back or destroys them; or by Seller if Buyer does not meet any of the requirements of this Licensed Material and Buyer does not correct the defect within thirty (30) working days of receipt of Seller's notification of the defect.
Irrespective of the guarantees contained elsewhere in this document, Buyer recognises that licenced sofware and literature may be flight or sensory in nature and as such may involve appropriate adaptation or fine-tuning to Buyer's particulars. The Buyer shall support the Seller appropriately in carrying out these adaptations and sophistications. Unless otherwise specified in written form, such appropriate adaptations or improvements shall begin on the date of shipment and shall be made available to Buyer by Seller for a maximum of ninety (90) working days.
The Buyer hereby consents not to use the licence utilities and documents to perform any contract or sub-contract with any government in a way that affects the Seller's right to the licence utilities and document. In the event that Buyer wishes to use the licenced property in the execution of a contract or sub-contract with a government before such use, Buyer shall discuss with Seller the procedure and use of restricted labels necessary to safeguard Seller's proprietary notices.
Said licence and said sales are governed by the statutes and ordinances and other regulatory statutes of the United States and other federal and state authorities relating to the export and/or re-export of licenced portions of our work. The Buyer recognises that he is liable for complying with the necessary legislation, ordinances and regulatory measures.
Vendor undertakes to make every effort to obtain such licences or approvals as the U.S. Government may now or in the future request in relation to the fulfilment of Vendor's duties under this Purchase Order, but this shall not involve any service by Vendor which cannot be performed in a lawful manner in accordance with the above notices.
Except as otherwise provided in a written agreement, all materials, softwares, computer processing, equipments, devices and tools, including but not restricted to devices, matrices, devices, moulds, samples, tap drills, gauges, special testing instruments, other custom equipments and production tools and their substitutes used for the production of the goods subject to an order, are and shall continue to be the ownership of Seller.
Vendor reserves all right, title and interest in and to all drawing, technical instruction, specification and other writing supplied with the Items. Pricing herein does not involve any amounts necessary to defray any tax or duty, which includes, but is not restricted to, federal, state, local, sales or use tax or customs duty on imports in the manufacture, sale, marketing or supply of goods or rendering of a service under this Agreement.
All due and owed tax and levies shall be borne by the buyer. Accordingly, the Seller retains the right to change its prices after completion of this Order between the Contracting Parties by all applicable levies and charges due under this Agreement and the Seller may charge the Buyer such extra amount.
If Seller does not enforce all or any of its remedies in the event of a violation of this Order, this shall not be construed as a forgoing of such remedies with regard to such violation or later violation, nor as a renunciation of receipt of payments or services.
Renunciation of any right shall not apply to any other right owned by the Seller nor shall such renunciation apply to any later similar or different infringement.