Sale of Goods Agreement

This document can be used in order to create an ongoing commercial agreement for one business to sell goods or products to another business. The document is for use where both businesses are based in England and Wales. The document creates a legal agreement between the parties for the ongoing sale of goods or products, with one party being the seller (or supplier) and the other being the purchaser (or customer). The agreement can include a wide range of provisions to ensure that both parties are aware of their responsibilities and obligations under the agreement. For example, the following matters can be addressed within the document:

• the key sale and purchase obligations of each party;
• whether the goods will be collected or delivered;
• postage and packaging costs;
• how payment should be made and the rules regarding invoicing;
• the standards applicable to the goods;
• the liability of the parties and the applicable limits to this;
• how and when the agreement may be terminated;
• the confidentiality obligations of the parties;
• any data protection obligations applicable to the parties.

The document should be used for commercial sales arrangements where both parties are businesses. It is therefore not appropriate where the sale of the goods is from a business to an individual (non-business) customer. This is because individual consumers have different legal rights to business customers.

It is important to note that this document is for use where the parties are businesses within England and Wales, and where the goods are to be sold within the United Kingdom. The agreement is for the ongoing provision of goods only and is not appropriate where a business wishes to sell a stand alone asset as a sole transaction.

It is also useful to note that, where the parties are selling services as opposed to goods, a Services Contract should be used.

How to use this document

Discussions and negotiations will generally have taken place prior to the creation of this document. The seller may wish to make use of a letter of intent, when making an offer or discussing the proposed terms.

Once agreed, the relevant information should be inserted into the document. The document takes the form of a simple written contract and therefore should be executed as a contract in accordance with the business structure of both parties respectively.

Where a party is a sole trader, the document can be executed by the signature of that party (without the need for a witness).

Where the party is an incorporated company, the contract can be executed:

• by the company itself using its common seal (less common) or;
• by the witnessed signature of a director; or
• by the signature of two directors or a director and the company secretary.

Where the party is a limited liability partnership (LLP), the contract can be executed:

• by the LLP itself using its common seal (less common); or
• by the signature of two members of the LLP; or
• by the witnessed signature of one member of the LLP.

For general partnerships and limited partnerships, the contract can be executed by the signature of one of the partners with the authorisation of and on behalf of the other partners.

Once the agreement has been signed, it will commence on the date stated within the agreement. The parties may also wish to make use of a non-compete agreement, to define and address any competition issues between the parties.

Where either party finds that the other party has breached the terms of the agreement, once it is in force, they may wish to consider sending a warning notice to the other party in relation to the breach before considering any appropriate litigation or court claim.

Relevant law

• The Sales of Goods Act 1979 (as amended)
• Unfair Contract Terms Act 1977
• The Companies Act 2006
• The Partnership Act 1980
• The Bribery Act 2010
• The Modern Slavery Act 2015
• Data Protection Act 2008
• The retained EU General Data Protection Regulation 2016/679 (UK GDPR).

Help from a lawyer

You can choose to consult a lawyer if you need help.

The lawyer can answer your questions or help you through the process. You will be offered this option when you complete the document.

How to modify the template

You fill out a form. The document is created before your eyes as you respond to the questions.

At the end, you receive it in Word and PDF formats. You can modify it and reuse it.