Model Sales Agreement

[Enter the date and the names of the parties that are making the Agreement.]

This Sales Agreement is executed on [Month, Day, Year] by and between [Name of Seller], a [State of organization or residence] [Corporation / Partnership / Sole Proprietorship / Resident], with its principal place of business at [Address] ("Seller") and [Name of Buyer], a [State of organization or residence] [Corporation / Partnership / Sole Proprietorship / Resident] with its principal place of business at [Address], ("Buyer").

[Describe the Goods by type and quantity or refer to a list or schedule to be attached to this Bill of Sale.]

1.         Sales Agreement. The Buyer agrees to buy, and the Seller agrees to sell, assign, and transfer all of its right, title, and interest in the following Goods to the Buyer:  [Describe Goods] (the "Goods").

[For the first insert in Section 2, enter the total payment, i.e., One Thousand Dollars ($1,000.00).  For the second insert, specify the manner and time of payment, for example, "in cash at the time of delivery."]

2.         Price. The Buyer agrees to pay the Seller $[amount] dollars for the Goods. The payment will be made in the following manner [specify manner of payment].

[In Section 3, select the first option if the Seller will be responsible for delivering the Goods.  If the Buyer will be picking them up, use the second option.  For the first insert, specify the location where the goods are to be delivered.]

3.         Delivery. The Seller will deliver the Goods to the Buyer at [address] on or before [Month, Day, Year] between the hours of [enter time] and [enter time] or during regular business hours. The Goods will be deemed received by the Buyer when delivered

[or]

[For the next set of inserts enter the date and time of delivery.]

3.         Delivery. Buyer will pick up the Goods on [Month, Day, Year] at [enter time] or, during regular business hours.

[Section 4 states that if anything happens to the Goods, the Seller is responsible until the Buyer accepts them.]

4.         Risk of Loss. The risk of loss from any casualty to the Goods, regardless of the cause, will be the responsibility of the Seller until the Goods have been received by the Buyer.

[Section 5 includes fairly standard warranty provisions.]

5.         Warranties. The Seller warrants that the goods are now free, and that at the time of delivery will be free from any security interest or other lien or encumbrance and that it has full title to the Goods and full authority to sell the Goods.  Furthermore, the Seller warrants that at the time of signing this Agreement, the Seller neither knows, nor has reason to know, of the existence of any outstanding title or claim of title hostile to the rights of the Seller in the goods.

[Within the bracketed period after receipt of the Goods, the Buyer can inspect and give notice of any problems to the Seller.  If, at the end of that period, the Buyer has not notified the Seller of any problems, he will have accepted the Goods.]

6.         Acceptance of Goods. The Buyer will have the right to inspect the goods on arrival, and within [enter number of days] business days after delivery, the Buyer must give notice to the Seller of any claim for damages on account of condition, quality, or grade of the goods, and the Buyer must specify the basis of the claim of the Buyer in detail. The failure of the Buyer to comply with these conditions will constitute irrevocable acceptance of the goods by the Buyer.

[All notices between the parties must be in writing and delivered or mailed certified, return receipt requested.]

7.         Notices. All notices, demands or consents required or permitted under this Agreement will be in writing and will be delivered, sent by facsimile or mailed certified return receipt requested to the respective parties at the addresses set forth above or at such other address as such party will specify to the other party in writing.  Any notice required or permitted to be given by the provisions of this Agreement will be conclusively deemed to have been received on the day it is delivered to that party by U.S. Mail with acknowledgment of receipt or by any commercial courier providing equivalent acknowledgment of receipt.

[Enter the state's whose laws will govern this Agreement.]

8.         Governing Law. This Agreement, and all rights and obligations of the parties will be governed by the Uniform Commercial Code as enacted by the State of [state].  Any disputes hereunder will be heard in the appropriate federal and state courts located in [county], [state].

[Section 9 states that this Agreement is intended to be the only Agreement between these parties regarding this particular matter, and that no other documents or communications, whether oral or written, are binding.  Therefore, it is very important to make sure that everything that the parties have agreed to and want to include is accounted for in the body of this Agreement.]

9.         Entire Agreement. The parties acknowledge that this Agreement expresses their entire understanding and agreement, and that there have been no warranties, representations, covenants or understandings made by either party to the other except such as are expressly set forth in this section.  The parties further acknowledge that this Agreement supersedes, terminates and otherwise renders null and void any and all prior or contemporaneous agreements or contracts, whether written or oral, entered into between the Buyer and the Seller with respect to the matters expressly set forth in this Agreement.

 We have carefully reviewed this contract and agree to and accept its terms and conditions.  We are executing this Agreement as of the day and year first written above.

BUYER:                                                        SELLER:

________________________                  __________________________

(Name)                                                          (Name)

(Title)                                                            (Title)