Drafting a Legal Business Contract for the Purchase and Sale of Prop

Drafting a Legal Business Contract for the Purchase and Sale of
Property
Background Facts:
You are a garment manufacturer and retailer in Los Angeles
named “[YOUR LAST NAME] Clothing” who manufactures,
distributes, and sells custom embroidered and printed clothing
from your factory/warehouse/storefront building at 711 S Hope
St, Los Angeles, CA 90017.
Your company’s largest customer is RE/APEX, LLC, the
number one market-share real estate agency in the world,
corporate headquartered at 5057 North Reapex Complex Lane,
Boulder, CO 80304. REAPEX has over 1,000 franchises, with
over 135,000 agents in more than 110 countries and territories
globally.
You got the account through, and deal directly with, REAPEX
Vice President of Global Marketing [NAME OF AN ELAC
CLASSMATE] who you met in college. REAPEX wants to
custom order distinctive colored/textured/embroidered shirts for
all REAPEX real estate agents and employees to wear as
walking marketing billboard/business cards for a new
nationwide marketing strategy for the next year, or longer.
Instructions:
Prepare a contract for the purchase and sale of custom made
[choose and insert a distinctive, impactful, striking or
outlandish color/pattern/texture and style combination] polo
shirts to be embroidered with the REAPEX logo to sell to
REAPEX and to be delivered to REAPEX corporate warehouse
located at the same business complex as their corporate
headquarters.
Apply your knowledge of business, law and contracts to draft
this contract. Use the company names stated in the facts
section. Determine which type of business organization you are
(see Ch 16, pp 498-499 Business Entities chart). Be sure to
insert the business organization form in the name of each party.
Be sure to include ALL the relevant necessary contract

provisions drafting the contract as state in these instructions
(below). The contract must include EACH of the following
provisions and clauses, as set forth, and NUMBERED,
ORDERED, and DETAILED, as follows:
The Contract:
I. Introduction: In the introductory paragraph set forth the
names of the parties to the written contract - buyer(s) and
seller(s), and FOR EACH PARTY you must:
· State each party’s complete names, including business name
and designation of the type of business entity
· Identify and clearly state the type of business organization
entity form (LLC, Corporation, Limited Partnership, Limited
Liability Partnership, General Partnership Sole Proprietor, etc.)
for each party to the contract
· Identify which is the buyer and which is the seller
· State the nature of the parties’ relationship vis a vis each other
· State the general purpose of the contract
[5 points]
II. The specific terms of the sale including EXACTLY the
following contract clause provisions NUMBERED EXACTLY
AND IN ORDER as follows:
Law 1, Assignment 1
Business Contract
1. Sale of Goods and Purchase Price. (include: detailed
description of the products, quantity, individual unit prices and
total price)
2. Invoices, Payments (incl. late fees)
3. Delivery, Risk of Loss, Title
4. Security Interest
5. Time is of the Essence
6. Warranty (General)
7. Warranty of Title
8. Cancellation
9. Acceptance

10. Indemnification
11. Notices
12. Taxes
13. Assignment; Delegation
14. Force Majeure (Act of God)
15. Liquidated Damages
16. Arbitration and Mediation Provisions
17. Governing Law and Forum Selection
18. Service of Suit
19. Attorney Fee Provision
20. Severability (of individual provisions)
21. Entire Agreement (Integration Clause statement that
contract constitutes entire agreement)
22. Counterparts
Hint: Use theSAMPLES of Contracts Clause Provisions and
Contracts for the Sale of Goods(WORD document) attached
with this assignment. You may use individual clause provisions
or clauses from the various contracts in the samples provided to
complete your business contract assignment. You may also
perform internet searches to find the business contract language
to compose your contract if you cannot locate an appropriate
clause in the SAMPLES.
[25 points]
III. Signatures blocks of authorized signatories. You must
include the names and official titles typed in showing the
parties where to sign the document with a line for authorized
signors to write their signature and and a date line for the
signing date.
· State each individual signor’s name for the person signing on
behalf of the buyer’s business.
· State each individual signor’s name for the person signing on
behalf of the seller’s business.

· State each signer's official title for the company next to, or
underneath their name (eg. Vice President of Global Marketing,
Managing Partner, Managing Member, President, CEO, Sole-
Owner, depending on the type of organization).
[5 points]
Follow up Questions (submit separately from the contract) -
Answer the following questions about the contract:
1. What are Arbitration and Mediation Provisions, and why are
they important?
2. What are Governing Law and Forum Selection provisions,
and why are they important?
3. What is an Integration Clause, and why is it important?
[15 points]
Format: Your assignment should be typewritten with your name
and class section number at the top. Upload as a PDF, WORD,
or TXT file.
Due date: This assignment is due by Monday, May 17, 2021 at
11:59pm.
52.203 Bill of Sale
BILL OF SALE
This is to acknowledge that I, ______________________[name
of seller], ______________________[address], have this day
sold to ______________________[name of buyer],
______________________[address] for the sum of
$ ______________________, receipt of which is hereby
acknowledged, the following goods: ______________________
[describe goods by type and quantity].
I hereby warrant that I am the lawful owner of the described
goods, free from the rightful claims of others, and that I will
defend ______________________[name of buyer]’s title to the
goods against all persons.

Dated: ______________________.
______________________ [signature of seller]
[typed name]
75.200 Formal Contract
[title, if desired]
This contract is made ______________________[date] between
______________________[name of first party],
______________________[status and capacity if other than
individual, e.g., a California corporation or as executor of the
estate of ______________________ (name), deceased],
______________________[whose address is
______________________ (specify, if relevant)], referred to as
“______________________” [abbreviated reference for
identification in context, e.g., “Buyer”] and
______________________[similarly designate and describe
each other party to contract].
[Optional]
[Include recitals, if desired, as set forth below; inclusion of
recitals is not required for a valid and effecti ve contract, and is
a matter of the drafter’s preference (see § 75.221)]
Recitals
______________________ [include statement regarding identity
of first party, e.g., Buyer is a California corporation operating
as a wholesale distributor of sports cards and memorabilia].
______________________ [include statement regarding identity
of each other party, e.g., Seller is a Deleware corporation
operating as a manufacturer of licensed limited edition sports
cards and other sports collectibles].
______________________[include one or more recitals
regarding parties’ respective underlying motive in forming
agreement, e.g., Buyer and Seller wish to enter into an
agreement under which Buyer will act as the exclusive
wholesale distributor of Seller’s products in California].

[Continue with the following:]
[Therefore,] [i]n consideration of the mutual promises set forth
below, the parties agree as follows.
1. ______________________[obligation of first party].
______________________[name or designation of first party]
shall ______________________[specify what first party agrees
to do].
2. ______________________[obligation of second party].
______________________[name or designation of second
party] shall ______________________[specify what second
party agrees to do].
3. Conditions of Performance.
______________________[specify any terms or conditions that
will qualify or otherwise affect duties and obligations of either
party.]
4. Indemnification. ______________________[first party] will
indemnify and defend _________________ _____[second party]
from all liability for any loss, damage, or injury to persons or
property arising from or related to the performance of this
agreement, including without limitation all consequential
damages, whether or not resulting from the negligence of
______________________[second party] or any agent.
5. Termination. ______________________[name of obligee]
may terminate this agreement by giving written notice of
termination to ______________________[name of obligor] if
______________________[name of obligor] should:
1. Be adjudged a bankrupt;
1. Become insolvent or have a receiver of assets or property be
appointed because of insolvency;
1. Make a general assignment for the benefit of creditors;
1. Default in the performance of any obligation or the payment
of any indebtedness under this contract;
1. Allow any judgment to remain unsatisfied and unbonded for
30 days or longer;
1. Institute or allow to be instituted any proceeding for the
reorganization or rearrangement of financial affairs.

This right of termination may be exercised without prejudice to
any other remedy to which ______________________[name of
obligor] may be entitled at law or under this contract.
6. Attorneys’ Fees. If any ______________________[legal
action or specify more limited provision, e.g., legal action
based in contract law], including an action for declaratory
relief, is brought to enforce or interpret the provisions of this
contract, the prevailing party shall be entitled to recover
reasonable attorneys’ fees from the other party. These fees,
which may be set by the court in the same action or in a
separate action brought for that purpose, are in addition to any
other relief to which the prevailing party may be entitled.
______________________[Add if appropriate: This provision
applies to the entire contract or This provision applies only to
actions to enforce ______________________ (describe portions
of contract covered by provision).] Each party was represented
by an attorney in the negotiation and execution of the
agreement.
7. Entire Agreement. This contract supersedes any and all other
agreements, whether oral or in writing, between the parties with
respect to the subject of this contract. This contract contains all
of the covenants and agreements between the parties with
respect to the subject of this contract, and each party
acknowledges that no representations, inducements, promises,
or agreements have been made by or on behalf of any party
except the covenants and agreements embodied in this contract.
No agreement, statement, or promise not contained in this
contract shall be valid or binding on the parties with respect to
the subject of this contract.
8. Governing Law. The validity of this contract and each of its
terms and provisions, as well as the rights and duties of the
parties under this contract, shall be construed pursuant to and in
accordance with the law of ______________________[specify
jurisdiction, e.g., the State of California].
9. Assignment. ______________________[name of party] has
the right to sell, assign, or transfer this contract to any person,

firm, or corporation at any time during the term of this contract.
10. Severability. A breach of any provision of this contract
shall not affect the right of ______________________[identify
party] to recover for any other breach of this contract. If any
term of this contract is held by a court of competent jurisdiction
to be void or unenforceable, the remainder of the contract terms
shall remain in full force and effect and shall not be affected.
Executed in ______________________[specify number of
executed copies, e.g., triplicate] on
______________________[date] at
______________________[city and state].
______________________ [signature of first party]
[typed name]
______________________ [signature of second party]
[typed name]
75.220 Identification of Parties
[EITHER]
This contract is made on ______________________[date]
between ______________________[name of individual]
(referred to as ______________________[abbreviated
reference, e.g., “Buyer”]), whose address is
______________________[specify], and
______________________[designate and describe remaining
parties].
[OR, for sole proprietor]
between ______________________[name of individual]
reference, e.g., “Buyer”]), doing business as
______________________[business name] at
______________________[specify address)], and
parties].

[OR, for general or limited partnership]
between ______________________[name of partnership]
reference, e.g., “Buyer”]), a
______________________[California or specify other state]
______________________[general or limited] partnership with
its principal place of business at
______________________[specify], and
parties].
[OR, for corporation]
between ______________________[name of corporation]
______________________[California or other state of
incorporation] corporation with its principal place of business at
______________________[specify], and
parties].
[OR, for limited liability company (LLC)]
between ______________________[name of corporation]
______________________[California or other state of
formation] limited liability company with its principal place of
business at ______________________[specify], and
parties].
[OR, for unincorporated association]
between ______________________[name of association]
reference, e.g., “Buyer”]), an unincorporated association with

its principal place of business at
______________________[specify], and
parties].
[OR, for guardian or conservator]
between ______________________[name of guardian or
conservator] (referred to as
______________________[abbreviated reference, e.g.,
“Buyer”]), as ______________________[guardian or
conservator] of the [person and] estate of
______________________[name of minor or conservatee], a
______________________[minor or conservatee], and
parties].
[OR, for trustee]
between ______________________[name of trustee] (referred
to as ______________________[abbreviated reference, e.g.,
“Buyer”]), as trustee of ______________________[describe
trust, e.g., the John W. Smith Family Trust or the trust
established by ______________________ (name of settlor)
under a ______________________ (will or trust agreement)
dated ______________________ (date)], and
parties].
[OR, for executor or administrator]
between ______________________[name of executor or
administrator] (referred to as
______________________[abbreviated reference, e.g.,
“Buyer”]), as ______________________[executor or
administrator] of the estate of ______________________[name
of decedent], and ______________________[designate and
describe remaining parties].

75.221 Recitals
[E.g., for option contract covering real property]
WHEREAS, Optionors own certain real property (referred to as
“the Property”) located in ______________________ County,
California, consisting of approximately
______________________ acres fronting on
______________________[name of frontage road], which is
particularly described in Exhibit A attached to this contract and
incorporated into this contract by this reference; and
WHEREAS, Optionee desires to obtain an exclusive irrevocable
option to buy the Property, the option to remain open while
Optionee determines the feasibility of building apartments on
the Property; and
WHEREAS, Optionors are willing to grant an exclusive and
irrevocable option to the Optionee on the terms and conditions
set forth in this contract;
THEREFORE, in consideration of the mutual promises set forth
below ______________________[and the sum of
$______________________, receipt of which is hereby
acknowledged], the parties agree as follows:
[Continue with body of contract]
75.222 Consideration
[EITHER]
______________________[paragraph number and topic]. In
consideration of ______________________[specify
consideration], ______________________[name of promisor]
agrees to ______________________[terms of agreement].
[OR, for payment of money]
______________________[paragraph number and topic]. As
consideration for ______________________[specify
performance], ______________________[name of performing
party] shall be entitled to compensation in the amount of

$______________________ to be paid
______________________[on completion of performance or at
the rate of $______________________ per
______________________ (e.g., hour or week or year)].
[OR, for cancellation of claim]
______________________[paragraph number and topic]. In
consideration of the cancellation of the claim of
______________________[name of promisee] against
______________________[name of promisor] in the amount of
$______________________, [optional: arising out of
______________________ (specify basis for claim),]
______________________[name of promisor] agrees to
______________________[terms of agreement].
75.230 Condition Precedent
[EITHER]
______________________[paragraph number and topic].
______________________[name of promisor] promises to
______________________[specify promised performance],
provided that first, ______________________[specify nature of
condition].
[OR]
______________________[paragraph number and topic]. The
obligation of ______________________[name of party] to
______________________[specify obligation subject to
condition] is conditioned on the prior performance by
______________________[name of other party] of
______________________[specify terms of condition]. If
______________________[name of other party] fails to
perform, then ______________________[specify effect, e.g.,
______________________ (name of party) will have no further
obligation whatsoever].
[OR, for denial of condition]
______________________[paragraph number]. No Conditions

on Performance. The obligations of
______________________[name of promisor] are not
conditioned on any performance by
______________________[second party], and
______________________’s ______________________ sole
remedy in the event of nonperformance shall be a suit for
damages.
75.232 Concurrent Conditions
______________________[specify terms of promise], provided
that ______________________[name of other party]
concurrently ______________________[specify terms of
condition].
[OR]
______________________[paragraph number and topic]. At the
time ______________________[name of party]
______________________[performs the acts required under or
pays the sum of $______________________ as specified in]
Paragraph ____________ of this agreement,
______________________[name of other party] shall
concurrently ______________________[specify terms of other
party’s promise, e.g., execute an assignment transfer of any and
all interests of ______________________ (name) in the subject
property, on the official government form for registering such
assignments].
75.233 Condition Subsequent
______________________[specify terms of promise, e.g., file a
transfer of the vendor’s permit currently on file with the City

and County of San Francisco], provided that if and when
______________________[name of other party] should
______________________[specify terms of condition, e.g., give
written notice of intent to terminate that permit or to seek a
issuance of a new permit under a different name], the obligation
of ______________________[name of promisor] to perform
shall be discharged.
75.234 Limitation of Liability
[EITHER]
____________ [paragraph number]. Release of Liability.
______________________ [first party] agrees to release
______________________[second party] from all liability
arising from or related to ______________________[describe
transaction at issue]. This includes, but is not limited to, all
liability for damages resulting from the active or the passive
negligence of ______________________[second party] or
______________________[his or her or its] agents.
[OR]
____________ [paragraph number]. Indemnity.
______________________ [first party] will indemnify and
defend ______________________[second party] from all
liability for any loss, damage, or injury to persons or property
arising from or related to the performance of this contract,
including, without limitation, all consequential damages,
whether or not resulting from the negligence of
______________________[second party] or
______________________[his or her or its] agents.
75.235 Force Majeure; Vis Major; Act of God
[EITHER, for performance excused]
______________________[paragraph number]. Act of God. If
______________________[name of party] is prevented from

performing ______________________[his or her or its]
obligations under this contract by an act of God or by any other
occurrence that is beyond the control of the parties to this
contract, then ______________________[he or she or it] shall
be excused from any further performance of
______________________[his or her or its] obligations and
undertakings under this contract.
[OR, for performance suspended]
the performance by ______________________[name of party]
of any of ______________________[his or her or its]
obligations or undertakings under this contract is interrupted or
delayed by any occurrence not occasioned by the conduct of
either party to this contract, whether that occurrence is an act of
God or public enemy, or whether that occurrence is caused by
war, riot, storm, earthquake, or other natural forces, or by the
acts of anyone not a party to this contract, then
______________________[name of party] shall be excused
from any further performance for whatever period of time after
the occurrence is reasonably necessary to remedy the effects of
that occurrence.
[OR, for loss apportioned]
the performance by ______________________[name of party]
of any of ______________________[his or her or its]
obligations or undertakings under this contract is delayed or
prevented by an act of God or by any other occurrence that is
beyond the control of the parties to this contract, then the
resulting loss shall be ______________________[specify how
loss will be apportioned].
75.240 Termination at Will
______________________[paragraph number]. Termination.
This contract may be terminated by either party at any time by
giving ______________________[specify time requirement, if

any, e.g., 30 days] written notice to the other party.
75.241.1 Specific Event
______________________[paragraph number]. Termination. In
the event that ______________________[specify event, e.g.,
renewal of financing is not obtained],
______________________[name of party] may terminate this
contract by giving notice to ______________________[name of
other party] by registered mail.
75.241.2 Unsatisfactory Performance
______________________[paragraph number]. Termination. If
______________________[name of party to whom performance
is due] becomes dissatisfied at any time with the performance of
______________________[name of performing party] under
this contract, then ______________________[name of party to
whom performance is due] may terminate this contract by
giving written notice to ______________________[name of
performing party]. Termination will be effective
______________________[specify effective date of
termination, e.g., on receipt of notice or 10 days after receipt of
notice].
75.241.3 Default
[EITHER]
______________________[name of obligor] defaults in the

performance of any term or condition of this contract,
______________________[he or she or it] must cure that
default by a satisfactory performance within
______________________[specify time, e.g., 10 days] after
service on ______________________[him or her or it] of
written notice of the default. If
______________________[name of obligor] fails to cure the
default within that time, then ______________________[name
of obligee] may terminate this contract without further notice.
[OR]
______________________[name of obligor] defaults in the
performance of this contract or materially breaches any of its
provisions, then ______________________[name of obligee]
may terminate this contract by giving written notice of
termination by registered mail to
______________________[name of obligor]. For the purposes
of this paragraph, the following actions are material breaches of
this contract: ______________________[specify].
75.241.4 Bankruptcy, Insolvency, or Similar Event
______________________[paragraph number]. Termination. (a)
______________________[name of obligee] may terminate this
contract at ______________________[his or her or its] election
by giving written notice of termination to
______________________[name of obligor] if
______________________[name of obligor] should:
1. Be adjudged a bankrupt;
1. Become insolvent or have a receiver of
______________________ [his or her or its] assets or property
appointed because of insolvency;
1. Make a general assignment for the benefit of creditors;
1. Default in the performance of any obligation or the payment
of any indebtedness under this contract;

1. Suffer any judgment against ______________________ [him
or her or it] to remain unsatisfied and unbonded for 30 days or
longer; or
1. Institute or suffer to be instituted any proceeding for the
reorganization or rearrangement of ______________________
[his or her or its] affairs.
(b) This right of termination referred to in (a), above, may be
exercised without prejudice to any other remedy to which
______________________[he or she or it] may be entitled at
law or under this contract.
75.242 Automatic Termination
[EITHER]
This contract shall remain in force for a period of
______________________[specify period, e.g., five years] and
shall terminate automatically at the end of that period unless
______________________[specify condition, e.g., it is renewed
in writing at least six months before the date set for
termination].
[OR]
This contract shall terminate automatically on the happening of
any of the following events: ______________________[list
terminating events, e.g., the death of a party or the insolvency
of a party or the assignment of the agreement].
75.243 Termination on Payment
This contract may be terminated
______________________[specify time limit, if any, e.g., at
any time during the first year] by either party on the payment of
$______________________ to the other party as compensation
for relinquishing that party’s rights under this contract.

75.250.1 General Arbitration Provision
____________ [paragraph number]. Arbitration.
[Notwithstanding every other provision of this contract,] [Any
controversy between the parties regarding the construction or
application of this contract, and any claim arising out of this
contract or its breach, shall be submitted to arbitration on the
written request of one party after the service of that request on
the other party. ______________________ [add, if desired: The
parties shall each appoint one person to hear and determine the
dispute. If these two arbitrators cannot agree, then the two
arbitrators shall choose a third impartial arbitrator whose
decision shall be final and conclusive on both parties. The cost
of the arbitration shall be borne by the losing party or in such
proportions as the arbitrators shall decide.]
75.250.2 Provision Specifying Arbitration Procedure
[Notwithstanding every other provision of this contract,] [A]ll
questions and disputes with respect to rights and obligations of
the parties arising under this contract
______________________ [add, if desired: except
______________________ (specify exception)] shall be
resolved by arbitration.
(a) Demand for Arbitration. A party may demand arbitration by
delivering a written demand to the other party within
______________________ [specify time, e.g., 60 days] after
occurrence of the dispute.
(b) Appointment of Arbitrators. The parties may agree on one
arbitrator. If they cannot agree on one arbitrator, there shall be
three: one named in writing by each of the parties within five
days after demand for arbitration is given, and a third chosen by

the two appointed. Should either party refuse or neglect to join
in the appointment of the arbitrator(s) or to furnish the
arbitrator(s) with any papers or information demanded, the
arbitrator(s) may proceed ex parte.
(c) Hearing. A hearing on the matter to be arbitrated shall take
place before the arbitrator(s) in ______________________ [city
and/or county], California, the time and place to be selected by
the arbitrator(s). The arbitrator(s) shall give each party written
notice of the time and place at least ____________ days before
the date selected. At the hearing, any relevant evidence may be
presented by either party, and the formal rules of evidence
applicable to judicial proceedings shall not govern. Evidence
may be admitted or excluded in the sole discretion of the
arbitrator(s). The arbitrator(s) shall hear and determine the
matter and shall execute and acknowledge the award in writing
and cause a copy of the writing to be delivered to each of the
parties.
(d) Award. If there is only one arbitrator, his or her decision
shall be bindingand conclusive on the parties, and if there ar e
three arbitrators, the decision of any two shall be binding and
conclusive. The submission of a dispute to the arbitrator(s) and
the rendering of a decision by the arbitrator(s) shall be a
condition precedent to any right of legal action on the dispute.
A judgment confirming the award may be given by any superior
court having jurisdiction, or that court may vacate, modify, or
correct the award in accordance with the prevailing provision of
the California Arbitration Act.
(e) New Arbitrators. If three arbitrators are selected, but no
two of the three are able to reach a consensus regarding the
determination of the dispute, then the matter shall be decided by
three new arbitrators who shall be appointed and shall proceed
in the same manner, and the process shall be repeated until a
decision is agreed on by two of the three arbitrators selected.
(f) Costs of Arbitration. The costs of the arbitration shall be
borne by the losing party or shall be borne in such proportions
as the arbitrator(s) may determine.

75.250.3 Provision Adopting American Arbitration Association
Procedure
[Notwithstanding every other provision of this contract,] [A]ny
controversy or claim arising out of this contract, or the breach
thereof, ______________________ [add, if desired: except
______________________ (list any exceptions, e.g.,
controversies involving less than $5,000),] shall be settled by
arbitration in accordance with the Commercial Arbitration Rules
of the American Arbitration Association, and judgment on the
award rendered by the arbitrator(s) may be entered in any court
having jurisdiction.
75.251 Liquidated Damages
[EITHER]
____________ [paragraph number]. Liquidated Damages. The
parties agree that, if ______________________ [name of party]
breaches ______________________ [his or her or its] promise
to ______________________ [specify] by
______________________ [specify nature of breach that will
activate liquidated damages provision], then
______________________ [he or she or it] shall pay the sum of
$______________ to ______________________ [name of other
party] as liquidated damages.
[OR]
____________ [paragraph number]. Liquidated Damages. If
______________________ [name of party] breaches
______________________ [his or her or its] promise to
______________________ [specify] by
______________________ [specify nature of breach that will
activate liquidated damages provision], then determining the
resulting damages would be impracticable or extremely

difficult, because ______________________ [specify reason].
Therefore, the parties agree that, in the event of such a breach,
[name of party] shall pay the sum of $______________ to
______________________ [name of other party] as liquidated
damages.
75.252 Recovery of Attorney’s Fees
[EITHER]
____________ [paragraph number]. Attorney’s Fees. If any
party to this contract resorts to a contract action
______________________[add, if appropriate: or arbitration] to
enforce or interpret any provision of this contract, the
prevailing party shall be entitled to recover reasonable
attorney’s fees in addition to any other relief to which that party
may be entitled. This provision applies
______________________[to the entire contract or only to
actions to enforce ______________________ (describe portions
of contract covered by provision, e.g., Paragraph 7) of this
contract; and each party to this contract was represented by an
attorney in the negotiation and execution of the agreement].
[OR]
____________ [paragraph number]. Attorney’s Fees. If any
______________________[legal action or specify more limited
provision, e.g., legal action based in contract law], including
______________________[add, if appropriate: arbitration or]
an action for declaratory relief, is brought to enforce or
interpret the provisions of this contract, the prevailing party
shall be entitled to recover reasonable attorneys’ fees from the
other party. These fees, which may be set by the court in the
same action or in a separate action brought for that purpose, are
in addition to any other relief to which the prevailing party may
be entitled. This provision applies ______________________[to
the entire contract or only to actions to enforce
______________________ (describe portions of contract
covered by provision, e.g., Paragraph 7) of this contract; and

each party to this contract was represented by an attorney in the
negotiation and execution of the agreement].
[OPTIONAL; add if participation in mediation is to be a
prerequisite to recovery of attorneys’ fees]
If, for any dispute or claim to which this provision applies, any
party commences an action without first attempting to resolve
the matter through mediation, or refuses to mediate after a
request has been made, then that party shall not be entitled to
recover attorneys’ fees, even if they would otherwise be
available to that party in that action.
75.253 Cumulative Remedy
[EITHER]
____________ [paragraph number]. Cumulative Remedies. The
rights and remedies granted in this contract to
______________________[name of party] in the event of
default are cumulative, and the exercise of those rights and
remedies shall be without prejudice to the enforcement of any
other right or remedy available by law or authorized by this
contract.
[OR]
____________ [paragraph number]. Cumulative Remedies.
Pursuit of the foregoing remedies is no bar to the pursuit of any
other remedies provided in this contract or authorized by law.
Pursuit of the foregoing remedies is not a forfeiture or waiver of
any amount due from ____________________ __[defaulting
party] under this contract or of any damages resulting from the
violation of any of the provisions or promises in this contract.
No waiver of any violation shall be considered a waiver of any
other violation or breach of this contract, and forbearance to
enforce one or more of the remedies for default provided in this
contract shall not be considered a waiver of that default.
75.254 Service-of-Suit Clause

____________ [paragraph number]. Service of Suit. In the event
of ______________________ [specify triggering event, e.g., the
failure of ______________________ (name of first party) to
pay any amount claimed to be due under this contract],
______________________ [name of first party] agrees that, at
the request of ______________________ [name of aggrieved
party], ______________________ [name of first party] will
submit to the personal jurisdiction of a court of competent
subject-matter jurisdiction in ______________________
[specify jurisdiction, e.g., California or the United States].
Nothing in this clause constitutes or should be understood to
constitute a waiver of the right of ______________________
[name of aggrieved party] to commence an action in any court
of competent jurisdiction in the United States, to remove an
action to a United States district court, or to seek a transfer of a
case to another court as permitted by the laws of the United
States or of any State. In any suit instituted against
______________________ [name of first party] on this
contract, ______________________ [name of first party] agrees
to abide by the final decision of the court or of any appellate
court in the event of an appeal.
75.255 Forum Selection Clause
____________ [paragraph number]. Forum Selection. Any legal
action, court proceeding, or arbitration, to construe or enforce
this contract or otherwise to resolve any dispute between the
parties based on this contract, shall be commenced and
maintained in an appropriate court or other forum in
______________________ [California or specify other state or
country] [add if parties want to specify different forums
depending on which party commences the action:, if commenced
by ______________________ (name of party), or in
______________________ (specify different state or country) if
commenced by ______________________ (name of other

party)].
75.257 Shortened Limitation Period
[EITHER]
______________________ [paragraph number]. Limitation
Period. An action on this contract may not be commenced
except within ______________________ [specify period shorter
than four years] after the cause of action shall have accrued.
This provision establishes a shorter limitation period than the
period provided by statute for commencing an action on a
contract in writing.
[OR]
____________ [paragraph number]. Limitation Period. Any
claim that either party has against the other party
______________________ [add, if this provision relates only to
claims that would be subject to arbitration:, and which could be
submitted for resolution pursuant to ______________________
(reference to location of arbitration provision, e.g., Section 8 of
this agreement),] must be presented in writing by the claiming
party to the other party not later than one year after the date the
claiming party knew or should have known the facts giving rise
to the claim. Unless the party against whom a claim is asserted
shall have waived the benefit of this paragraph, any claim not
presented as specified in this paragraph shall be waived and
forever barred.
75.260 Joint and Several Obligations
____________ [paragraph number]. Joint and Several
Obligations. The obligations of
______________________[names or designations of obligors]
provided in ______________________[specify, if appropriate,
e.g., Paragraph 2.02 of] this contract are
______________________[joint or several or joint and several].

75.261 Joint and Several Rights
____________ [paragraph number]. Joint and Several Rights.
The rights of ______________________[names or designations
of obligees] provided in ______________________[specify, if
appropriate, e.g., Paragraph 2.02 of] this contract are
______________________[joint or several or joint and several].
______________________[Add, if desired, when rights are
joint: Performance rendered to any of those parties extinguishes
the obligation. However, no single party has the authority to
accept performance that varies in any way from the
specifications of this contract. Nonconforming performance may
be accepted only with the prior written consent of all of those
parties.]
75.270 Entire Agreement
____________ [paragraph number]. Entire Agreement. This
contract supersedes any and all other agreements, either oral or
in writing, between the parties with respect to the subject of this
contract. This contract contains all of the covenants and
agreements between the parties with respect to the subject of
this contract, and each party acknowledges that no
representations, inducements, promises, or agreements have
been made by or on behalf of any party except the covenants
and agreements embodied in this contract. No agreement,
statement, or promise not contained in this contract shall be
valid or binding between the parties with respect to the subject
of this contract.
75.271 Entirety or Severability
[EITHER]
____________ [paragraph number]. Nonseverability. This
contract is entire as to all of the performances to be rendered
under it. Breach of any of the performances to be rendered by

______________________[identify party] shall be a breach of
the entire agreement [and shall give ______________________
(identify party) the right to terminate this contract].
[OR]
____________ [paragraph number]. Severability. The
performance to be rendered under this contract is divided into
______________________[specify, e.g., three parts], namely
______________________[describe generally, e.g., (1) leveling
the property, (2) building the road, and (3) landscaping the
grounds]. The breach of any one part shall not affect the right of
______________________[identify party, e.g., Contractor] to
recover the contract price on the other parts.
[OR]
____________ [paragraph number]. Severability. If any term of
this contract is held by a court of competent jurisdiction to be
void or unenforceable, the remainder of the contract terms shall
remain in full force and effect and shall not be affected.
[OR]
____________ [paragraph number]. Severability. If any part of
this contract is declared invalid for any reason, this ruling shall
not affect the validity of the rest of the agreement. The other
parts of the agreement shall remain in effect as if the agreement
had been executed without the invalid part. The parties declare
that they intend and desire that the remaining parts of the
agreement continue to be effective without any part or parts that
have been declared invalid.
CONTRACT FOR THE SALE OF GOODS
This contract for the sale of goods is between [_____], a
[_____] organized under the laws of the State of [_____] (the
“Seller”), and [_____], a [_____] organized under the laws of
the State of [_____] (the “Buyer”).
The parties agree as follows:
1. Sale of Goods. The Seller shall sell to the Buyer and the
Buyer shall purchase from the Seller the goods set forth on
Exhibit A (the “Goods”) in the quantities and at the prices

stated in Exhibit A. Unless otherwise stated in Exhibit A, the
Buyer shall pay all taxes and third-party expenses imposed on,
in connection with, or measured by the transaction contemplated
by this agreement in addition to the prices set forth on Exhibit
A.
2. Invoices; Payment. Unless otherwise stated in Exhibit A,
payment for the Goods is due within 30 days of the date of the
Seller’s invoice, which date will not be before the date of the
Seller’s delivery of the Goods. The Buyer shall pay a
delinquency charge of the lesser of (1) 1% per month and (2)
the highest rate allowed under applicable law on all overdue
amounts until the amounts are paid.
3. Delivery; Title; and Risk of Loss. Unless otherwise stated in
Exhibit A, the Seller shall deliver the Goods FOB the Seller’s
facility in [_____], and title to and risk of loss of the Goods
will pass to the Buyer upon such delivery by the Seller. Any
stated delivery dates are approximate. The Seller will not be
liable for any losses, damages, penalties, or expenses for failure
to meet any delivery date.
4. Disclaimer of Warranty; Due Diligence. The Goods are being
sold “as is,” and the Seller disclaims all warranties of quality,
whether express or implied, including the warranties of
merchantability and fitness for particular purpose. The Buyer
acknowledges that it has not been induced by any statements or
representations of any person with respect to the quality or
condition of the Goods and that no such statements or
representations have been made. The Buyer acknowledges that
it has relied solely on the investigations, examinatio ns, and
inspections as the Buyer has chosen to make and that the Seller
has afforded the Buyer the opportunity for full and complete
investigations, examinations, and inspections.
5. Limitation of Liability. The 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 the Seller has been advised of the possibility of any
such damage. In no event will the Seller’s liability exceed the
price the Buyer paid to the Seller for the specific Goods
provided by the Seller giving rise to the claim or cause of
action.
6. Limitation of Actions. No action arising out of or relating to
this agreement or the transactions it contemplates may be
commenced against the Seller more than 12 months after the
basis for such claim could reasonably have been discovered.
7. Security Interest. The Buyer hereby grants to the Seller a
security interest in the Goods sold to the Buyer under this
agreement and any proceeds therefrom (including accounts
receivable), until payment in full for the Goods has been
received by the Seller. The Buyer shall sign and deliver to the
Seller any document to perfect this security interest that the
Seller reasonably requests.
8. Governing Law and Designation of Forum. (a) The laws of
the State of [_____] (without giving effect to its conflicts of
law principles) govern all matters arising out of or relating to
this agreement and the transactions it contemplates, including,
without limitation, its interpretation, construction, validity,
performance (including the details of performance), and
enforcement.
(b) A party bringing a legal action or proceeding against the
other party arising out of or relating to this agreement or the
transactions it contemplates must bring the legal action or
proceeding in any court of the State of [_____] sitting in
[_____] County. Each party to this agreement consents to the
exclusive jurisdiction of the courts of the State of [_____]
sitting in [_____] County and its appellate courts, for the
purpose of all legal actions and proceedings arising out of or
relating to this agreement or the transactions it contemplates.
9. Force Majeure. The Seller will not be liable for delays in
performance or for non-performance due to unforeseen
circumstances or causes beyond the Seller’s reasonable control.
10. Assignment; Delegation. The Buyer 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 Seller. Any purported assignment of rights or delegation of
performance in violation of this section is void.
11. Recovery of Expenses. In any adversarial proceedings
between the parties arising out of this agreement or the
transactions it contemplates, the prevailing party will be
entitled to recover from the other party, in addition to any other
relief awarded, all expenses that the prevailing party incurs,
including legal fees and expenses.
12. Entire Agreement. This agreement constitutes the entire
agreement between the parties with respect to the subject matter
of this agreement and supersedes all other agreements, whether
written or oral, between the parties.
13. Amendments. No amendment to this agreement will be
effective unless it is in writing and signed by both parties.
14. Effectiveness; Date. This agreement will become effective
when both parties have signed it. The date this agreement is
signed by the last party to sign it (as indicated by the date
associated with that party’s signature) will be deemed the date
of this agreement.
15. Counterparts; Electronic Signatures. This agreement may be
signed in one or more counterparts, which together will form a
single agreement. This agreement may be signed electronically.
[SIGNATURE BLOCKS]
Each party is signing this agreement on the date stated opposite
that party’s signature.
[BUSINESS NAME]
Date: ____________, 202[__]
By: ____________
Name:
Title:
[BUSINESS NAME]
Date: ____________, 202[__]

By: ____________
Name:
Title:
EXHIBIT A
Product
Price
Quantity
CONTRACT FOR THE SALE OF GOODS
This contract for the sale of goods is between [_____], a
[_____] organized under the laws of the State of [_____] (the
“Seller”), and [_____], a [_____] organized under the laws of
the State of [_____] (the “Buyer”).
[Insert background information about the transaction using full
sentences.]
The parties agree as follows:
1. Sale of Goods. The Seller shall sell to the Buyer and the
Buyer shall purchase from the Seller the goods set forth on
Exhibit A (the “Goods”) in the quantities and at the prices
stated in Exhibit A. Unless otherwise stated in Exhibit A, the
Buyer shall pay all taxes and third-party expenses imposed on,
in connection with, or measured by the transaction contemplated
by this agreement in addition to the prices set forth on Exhibit
A.
2. Invoices; Payment. Unless otherwise stated in Exhibit A,
payment for the Goods is due within 30 days of the date of the
Seller’s invoice, which date will not be before the date of the
Seller’s delivery of the Goods. The Buyer shall pay a
delinquency charge of the lesser of (1) 1% per month and (2)
the highest rate allowed under applicable law on all overdue
amounts until the amounts are paid.

3. Delivery; Title; and Risk of Loss. Unless otherwise stated in
Exhibit A, the Seller shall deliver the Goods FOB the Seller’s
facility in [_____], and title to and risk of loss of the Goods
will pass to the Buyer upon such delivery by the Seller. Any
stated delivery dates are approximate. The Seller will not be
liable for any losses, damages, penalties, or expenses for failure
to meet any delivery date.
4. Disclaimer of Warranty; Due Diligence. The Goods are being
sold “as is,” and the Seller disclaims all warranties of quality,
whether express or implied, including the warranties of
merchantability and fitness for particular purpose. The Buyer
acknowledges that it has not been induced by any statements or
representations of any person with respect to the quality or
condition of the Goods and that no such statements or
representations have been made. The Buyer acknowledges that
it has relied solely on the investigations, examinations, and
inspections as the Buyer has chosen to make and that the Seller
has afforded the Buyer the opportunity for full and complete
investigations, examinations, and inspections.
5. Limitation of Liability. The 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 the Seller has been advised of the possibility of any
such damage. In no event will the Seller’s liability exceed the
price the Buyer paid to the Seller for the specific Goods
provided by the Seller giving rise to the claim or cause of
action.
6. Limitation of Actions. No action arising out of or relating to
this agreement or the transactions it contemplates may be
commenced against the Seller more than 12 months after the
basis for such claim could reasonably have been discovered.
7. Security Interest. The Buyer hereby grants to the Seller a
security interest in the Goods sold to the Buyer under this
agreement and any proceeds therefrom (including accounts

receivable), until payment in full for the Goods has been
received by the Seller. The Buyer shall sign and deliver to the
Seller any document to perfect this security interest that the
Seller reasonably requests.
8. Governing Law and Designation of Forum. (a) The laws of
the State of [_____] (without giving effect to its conflicts of
law principles) govern all matters arising out of or relating to
this agreement and the transactions it contemplates, including,
without limitation, its interpretation, construction, validity,
performance (including the details of performance), and
enforcement.
(b) A party bringing a legal action or proceeding against the
other party arising out of or relating to this agreement or the
transactions it contemplates must bring the legal action or
proceeding in any court of the State of [_____] sitting in
[_____] County. Each party to this agreement consents to the
exclusive jurisdiction of the courts of the State of [_____]
sitting in [_____] County and its appellate courts, for the
purpose of all legal actions and proceedings arising out of or
relating to this agreement or the transactions it contempla tes.
9. Force Majeure. The Seller will not be liable for delays in
performance or for non-performance due to unforeseen
circumstances or causes beyond the Seller’s reasonable control.
10. Assignment; Delegation. The Buyer 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 Seller. Any purported assignment of rights or delegation of
performance in violation of this section is void.
11. Recovery of Expenses. In any adversarial proceedings
between the parties arising out of this agreement or the
transactions it contemplates, the prevailing party will be
entitled to recover from the other party, in addition to any other
relief awarded, all expenses that the prevailing party incurs,
including legal fees and expenses.
12. Entire Agreement. This agreement constitutes the entire
agreement between the parties with respect to the subject matter

of this agreement and supersedes all other agreements, whether
written or oral, between the parties.
13. Amendments. No amendment to this agreement will be
effective unless it is in writing and signed by both parties.
14. Effectiveness; Date. This agreement will become effective
when both parties have signed it. The date this agreement is
signed by the last party to sign it (as indicated by the date
associated with that party’s signature) will be deemed the date
of this agreement.
15. Counterparts; Electronic Signatures. This agreement may be
signed in one or more counterparts, which together will form a
single agreement. This agreement may be signed electronically.
Each party is signing this agreement on the date stated opposite
that party’s signature.
[_____]
Date: ____________, 201[__] By: ____________
Name:
Title:
[_____]
Date: ____________, 201[__] By: ____________
Name:
Title:
EXHIBIT A
Product
Price
Quantity

One-Time Sale of Goods Agreement
This CONTRACT FOR SALE OF GOODS is made this __ day
of _______, 20__ by and between ______________, a [STATE
OF ORGANIZATION OR RESIDENCE]
[CORPORATION/PARTNERSHIP/SOLE
PROPRIETORSHIP/RESIDENT], with its principal place of
business at [COMPLETE ADDRESS], (“Seller”) and
___________, a [STATE OF ORGANIZATION OR
RESIDENCE] [CORPORATION/PARTNERSHIP/SOLE
PROPRIETORSHIP/RESIDENT], with its principal place of
business at [COMPLETE ADDRESS] (“Buyer”) for the
purchase of the goods described below:
1. TERMS. Seller shall deliver to the Buyer on or before
_____Day of (MONTH), (YEAR) the following goods:
Item #__________________
Qty.____________________
Price___________________ Total $_______________
2. NOTICE. Buyer shall give Seller _____ days’ advance notice
regarding any change to the quantity/item requested for
delivery. Seller shall refund any extra payment accordingly.
3. RISK OF LOSS. The risk of loss from any casualty to the
Goods, regardless of the cause, shall be incurred by Seller until
the Goods have been a delivered by the Buyer.
4. ACCEPTANCE. Buyer shall have the right to inspect the
goods upon receipt, and within __ business days after delivery
Buyer shall give notice to Seller of any claim for damages on
account of condition, quality, or grade of the goods. Buyer shall
specify the basis of the claim in detail. Failure of Buyer to
comply with these conditions will constitute irrevocable
acceptance of the goods by Buyer. All notices between the
parties must be in writing and delivered by courier or by
certified mail, return receipt requested.
5.CHARGES. Seller shall invoice Buyer upon and for each
shipment. Buyer shall pay for the total sale amount
$_________________ in $___ equal payments over the course
of the_____ months following acceptance of the goods

delivered. The first payment shall be due __ day of _______,
20__ , with equal payments to follow the same day the next
month for ___months. Any late payment shall bear a late charge
of ___%. If Seller undertakes collection or enforcement efforts,
Buyer shall be liable for all costs thereof, including attorney
fees.
6. WARRANTY. Seller warrants that the goods sold hereunder
are free from substantial defects in workmanship and materials.
Seller’s liability under the foregoing warranty is limited to
replacement of goods or repair of defects or refund of the
purchase price at Seller’s sole option. No other warranty,
express or implied, is made by Seller, and none shall be imputed
or presumed.
7. WARRANTY OF TITLE. Seller warrants that at the time of
signing this agreement, Seller neither knows nor has reason to
know of the existence of any outstanding title or claim of title
hostile to rights of the Seller in the goods.
8. TAXES. All sales taxes, tariffs, and other governmental
charges shall be paid by Buyer and are Buyer’s Responsibility
Except as Limited By Law.
9. GOVERNING LAW. This Contract shall be governed by the
laws of the State of _______. Any disputes hereunder will be
heard in the appropriate federal and state courts located in
[NAME OF COUNTY], [STATE].
10. FORCE MAJEURE. Seller may, without liability, delay
performance or cancel this Contract on account of force majeure
events or other circumstances beyond its control, including, but
not limited to, strikes, acts of God, political unrest, embargo,
failure of source of supply, or casualty.
11. MISCELLANEOUS. This Contract contains the entire
agreement between the parties and supersedes and replaces all
such prior agreements with respect to matters expressly set forth
herein. No modification shall be made to this Contract except in
writing and signed by both parties. This Contract shall be
binding upon the parties and their respective heirs, executors,
administrators, successors, assigns and personal representatives.

12. ENTIRE AGREEMENT. The parties intend this writing to
be the final expression of the terms of their agreement and
further intend that this writing be the complete and exclusive
statement of all the terms of their agreement.
13. ATTORNEY FEE PROVISION. In any litigation,
arbitration, or other proceeding by which one party either seeks
to enforce its rights under this Sales Contract or seeks a
declaration of any rights or obligations under this Sales
Contract, the prevailing party shall be awarded reasonable
attorney fees, together with any costs and expenses, to resolve
the dispute and to enforce the final judgment.
SALES AGREEMENT
Order Number: [Underlined Space for Order Number]
THIS SALES AGREEMENT (the "Agreement") dated this [Day
Ordinal Number] day of [Month], [Year] BETWEEN
[Underlined Space for Seller Name] of [City], [State]
(the "Seller")
AND
[Underlined Space for Buyer Name] of [City], [State]
(the "Buyer")
IN CONSIDERATION OF THE COVENANTS and agreements
contained in this Sales Agreement, the parties listed above
agree to the following:
Sale of Goods and Purchase Price
1. The Seller will sell, transfer, and deliver to the Buyer on or
before the date specified above the following goods (the
"Goods").
DESCRIPTION QUANTITY UNIT
PRICE TOTAL PRICE
[Name of Good 1] [Quantity of Good 1] [Unit Price of
Good 1] [Total Price of Good 1]

[Name of Good 2] [Quantity of Good 2] [Unit Price of
Good 2] [Total Price of Good 2]
[Add as many Goods as involved in the Sales Agreement.]
TOTAL
[Sum of
All Goods]
2. All Goods will comply with industry standards.
3. The Seller and the Buyer both acknowledge the sufficiency of
this consideration. In addition to the agreed purchase price
stated above, the Buyer is responsible for all present and future
sales, use, excise, or similar tax applicable to the sale of the
Goods. Alternatively, the Seller may give the Buyer a tax
exemption certificate acceptable to relevant taxation authorities.
4. The Buyer will pay for the Goods at the time and location the
Goods are received or when the Buyer receives a Document of
Title or registerable Bill of Sale.
Delivery of Goods
5. The Goods will be declared received by the Buyer when they
are delivered to the Buyer at [Underlined Space for Delivery
Street Address and City], [State].
6. The Buyer will choose the shipping method. However, the
Seller will only need to reimburse the Buyer for the most
affordable option out of truck freight or train freight. The Seller
is responsible for costs associated with packaging and safe
delivery.
Risk of Loss
7. The Buyer assumes the risk of loss from the time of delivery
to the carrier. The Buyer will pay for insurance on the goods to
protect the Buyer's and Seller's interests until the Seller
receives payment in full.
Warranties
8. The Goods are sold "as is." The Seller expressly disclaims all
warranties, both express and implied, including but not limited
to implied warranties concerning merchantability and Goods
being fit for purpose. The Seller does not assume, or authorize
any other parties to assume on the Seller's behalf, any liability

in conjunction with the Goods' sale. The Seller's disclaimer of
warranties does not, in any way, impact any warranties provided
by the Goods' manufacturer.
9. The Buyer has received the opportunity to inspect the Goods
or to have someone else inspect the Goods on their behalf
before making a purchase decision. The Buyer has accepted the
Goods in their current condition. The Seller disclaims any
warranty concerning the condition of the Goods.
Title
10. The Seller will retain the title of the Goods until they are
delivered to and received by the Buyer. Alternatively, the Seller
will deliver a Document of Title or registerable Bill of Sale of
the Goods, bearing any necessary endorsement, to the Buyer.
Security Interest
11. The Seller retains a security interest in the Goods until the
Buyer pays for them in full.
Inspection
12. The Buyer will inspect the Goods at the delivery time and
location.
Claims
13. The Buyer must give notice of any claim within 10 days of
delivery. Failure to do so constitutes an unqualified acceptance
of the Goods and a waiver of all claims concerning the Goods.
Excuse for Delay or Failure To Perform
14. The Seller is not liable for any delay, non-delivery, or
default in shipping resulting from labor disputes, transportation
shortages, delays in receipt of materials, priorities, fires,
accidents, and other causes beyond the control of the Seller or
the Seller's suppliers. If the Seller cannot directly or indirectly
deliver the Goods at the time specified or within one month of
this Agreement, due to circumstances beyond the Seller's
control, the Seller may terminate this Agreement. The Seller
must notify the Buyer in writing of the Agreement's termination
accompanied by a full refund of any monies the Buyer paid.
Remedies
15. The Buyer's exclusive remedy and the Seller's limit of

liability for all losses or damages resulting from defective
goods or from any other cause will be for the purchase price of
the specific delivery with respect to which losses and damages
are claimed, plus any transportation costs paid by the Buyer.
Cancellation
16. The Seller can cancel this Agreement if:
a. The Buyer fails to pay for any shipment when payment is
due;
b. The Buyer is declared insolvent or bankrupt, or
c. If the Seller deems the prospect of payment is impaired.
Notices
17. Any notices or documents to be exchanged between the
Buyer and Seller pursuant to this Agreement may be delivered
in person or by prepaid registered mail to the addresses
specified below. Any written notice or delivery of documents
will be made, given, and received on the day of delivery, if
personally delivered, or on the third (3rd) consecutive business
day after the date of mailing if sent via prepaid registered mail.
SELLER: [Underlined Space for Seller's Street Address and
City], [State]
BUYER: [Underlined Space for Buyer's Street Address and
City], [State]
General Clauses
Representations and Warranties
18. All the Seller's representations and warranties will stand
after the Agreement's closure.
Assignment of Rights and Delegation of Duties
19. The Buyer cannot assign rights or delegate performance to
any other party under the Agreement without the Seller's prior
written consent. Any attempted assigning or delegation without
written consent will be void.
Modification
20. This Agreement can only be modified in writing signed by
both the Buyer and Seller.
Choice of Law and Forum
21. This Agreement is governed by and construed in accordance

with the laws of the State of [State Name]. The Buyer and Seller
agree to adhere to the jurisdiction of the courts of the State of
[State Name].
22. Except where stated otherwise, all terms in the Agreement
follow definitions set forth by the State of [State Name] on the
date of this Agreement's execution.
Severability
23. If any court, arbitration panel, or other official finder of
fact declares any clause in this Agreement unconscionable, this
clause will be deleted from the Agreement. The balance of the
Agreement will remain in full force and effect.
24. This Agreement will inure to the benefit of and be binding
upon the Buyer and the Seller and their respective successors
and assigns.
Counterparts
25. This Agreement can be executed in counterparts. Signatures
submitted by facsimile are binding and considered as original
signatures.
Time is of the Essence
26. Time is of the essence in this Agreement.
Entire Agreement (Integration)
27. This Agreement details the entire agreement between the
Buyer and the Seller. There are no further provisions, either
written or verbal. The Buyer acknowledges it has not relied
upon any representations of the Seller to form judgments about
the Goods, but has relied on inspection of the Goods
themselves.
The undersigned parties have executed this Sales Agreement on
this [Day Ordinal Number] day of [Month], [Year].
Dated:
[Underlined Space for Signature of Seller]
(the "Seller")
Dated:
[Underlined Space for Signature of Buyer]
(the "Buyer")

Drafting a Legal Business Contract for the Purchase and Sale of Prop

Drafting a Legal Business Contract for the Purchase and Sale of Prop

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