State of ________________	Rev. 133A2C3	

SALES AGREEMENT	

This Sales Agreement (this “Agreement”) is entered into as of the ____ day of _______________, 20___, by and between __________________________, an individual located at ______________________  (“Seller”) and ______________, an individual located at ____________________ (“Buyer”). Each Seller and Buyer may be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

WHEREAS, Seller owns certain Goods, as defined below, and Seller desires to sell such Goods under the terms and conditions set forth in this Agreement; and 

WHEREAS, Buyer desires to purchase the Goods offered for sale by Seller under the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the mutual promises and for other good and valuable consideration exchanged by the Parties as set forth in this Agreement, the Parties, intending to be legally bound, hereby mutually agrees as follows:

1. Sale of Goods. Seller agrees to sell, transport and deliver to Buyer, and Buyer agrees to purchase the following items in the following quantities and at the prices (the “Goods”): 

Description of Goods	Quantity	Price	

			

The Goods _____________________________________________________________________.

2. Purchase Price. Buyer will pay to Seller for the Goods and for all obligations specified in this Agreement, if any, as the full and complete purchase price, the sum of $______. 
Unless otherwise stated, Seller shall be responsible for all taxes in connection with the purchase of Goods in this Agreement.

3. Payment.  
Seller shall invoice Buyer upon the shipment of the Goods. Unless otherwise stated, payment for the Goods is due within ____ days of the date of Seller’s invoice, which date will not be before the date of Seller’s delivery of the Goods.

4. Delivery. Seller shall ship the Goods to Buyer on or before __________ at the following address: ________________________. Seller will pay for any shipping costs.

5. Risk of Loss. Title to and risk of loss of the Goods shall pass to Buyer [upon shipment of the Goods in accordance with this Agreement. 

6. Right of Inspection. Buyer shall be allowed to examine the Goods once received and shall do so within ___ days after the receipt of the Goods. In the event that Buyer discovers any damages, shortages or other nonconformance of the Goods, Buyer shall notify Seller within __ days after receipt of the Goods, specifying the basis for its claim. Failure to notify Seller by such date shall constitute an acceptance of delivery of the Goods as is. In the event the Goods are non-conforming, Buyer may at its option:
- return the Goods for a replacement, at Seller’s expense
- return the Goods at Seller’s expense for a credit of the full purchase price on future transactions with Seller 
- return the Goods at Seller’s expense for a full refund of the purchase price
The above shall be the sole remedy of Buyer and only obligation of Seller with respect to any non-conforming Goods.

7. Warranties. Buyer acknowledges that it has not relied on, and Seller has not made, any representations or warranties with respect to the quality or condition of the Goods, and it is purchasing the Goods on an “as is” basis. Seller expressly disclaims all warranties, whether express or implied, including any implied warranty of merchantability or fitness.

8. Security Interest. Buyer hereby grants to Seller a security interest in the Goods, until Buyer has paid Seller in full for the Goods. Buyer shall sign and deliver to Seller any document needed to perfect the security interest in the Goods that Seller reasonably requests.

9. Seller Representations and Warranties. Seller warrants that the goods are free, and at the time of delivery will be free, from any security interest or other lien or encumbrance. Seller warrants that there are no outstanding titles or claims of title hostile to the rights of Seller in the Goods.

10. Force Majeure. Seller shall not be responsible for any claims or damages resulting from any delays in performance or for non-performance due to unforeseen circumstances or causes beyond Seller’s reasonable control.

11. Limitation of Liability. Seller will not be liable for any indirect, special, consequential, or punitive damages (including lost profits) arising out of or relating to this Agreement or the transactions it contemplates (whether for breach of contract, tort, negligence, or other form of action) and irrespective of whether Seller has been advised of the possibility of any such damage. In no event will Seller’s liability exceed the price paid by Buyer to Seller for the Goods giving rise to the claim or cause of action.

12. Assignment. Neither Party may not assign any of its rights under this Agreement or delegate any performance under this Agreement, except with the prior written consent of the other Party. Any purported assignment of rights or delegation of performance in violation of this section is void.

13. Amendments. No amendment to this Agreement will be effective unless it is in writing and signed by both Parties.

14. Governing Law. The terms of this Agreement shall be governed by and construed in accordance with the laws of the State of _______________, not including its conflicts of law provisions.

15. Disputes. Any dispute arising from this Agreement shall be resolved in the courts of the State of __________.
16. Entire Agreement. This Agreement contains the entire understanding between the Parties and supersedes and cancels all prior agreements of the Parties, whether oral or written, with respect to such subject matter.

17. Notices.  Any notice or other communication given or made to any Party under this Agreement shall be in writing and delivered by hand, sent by overnight courier service or sent by certified or registered mail, return receipt requested, to the address stated above or to another address as that Party may subsequently designate by notice and shall be deemed given on the date of delivery. 

18. Waiver.  No Party shall be deemed to have waived any provision of this Agreement or the exercise of any rights held under this Agreement unless such waiver is made expressly and in writing. Waiver by any Party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any other subsequent breach or violation.

19. Miscellaneous. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors and assigns.  The provisions of this Agreement are severable. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision. The section headings herein are for reference purposes only and shall not otherwise affect the meaning, construction or interpretation of any provision of this Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together, shall constitute one and the same document.

You, the buyer, may cancel this transaction at any time prior to midnight of the third business day after the date of this transaction. See the attached cancellation form for an explanation of this right.

IN WITNESS WHEREOF, the Parties have executed this agreement as of the date first written above.

_______________________________	_______________________________	
Buyer Signature	Buyer Full Name	
_______________________________	_______________________________	
Buyer Representative Name	Buyer Representative Title	
_______________________________	_______________________________	
Seller Signature	Seller Full Name	
_______________________________	_______________________________	
Seller Representative Name	Seller Representative Title