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This template is provided for general informational purposes only and does not constitute legal advice. Use by, or on behalf of, any party does not create an attorney-client relationship with the author or with OpenAI. Laws vary by jurisdiction and specific facts matter. Consult a qualified attorney licensed in the relevant jurisdiction before using, revising, or relying on this document.

[DRAFT] MASTER SALE OF GOODS AGREEMENT

(UCC-Compliant, Non-Exclusive Jurisdiction, Optional Arbitration)

[// GUIDANCE: Bracketed items must be completed or deleted prior to execution.]

DOCUMENT HEADER

This Master Sale of Goods Agreement (this “Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”), by and between:

1. [SELLER LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] having its principal place of business at [ADDRESS] (“Seller”); and
2. [BUYER LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] having its principal place of business at [ADDRESS] (“Buyer”).

Seller and Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

Recitals

A. Seller is engaged in the manufacture and/or distribution of the goods identified herein.
B. Buyer desires to purchase, and Seller desires to sell, such goods on the terms and conditions set forth in this Agreement.
C. The Parties intend that this Agreement constitute a “contract for the sale of goods” within the meaning of Article 2 of the Uniform Commercial Code as adopted in the applicable jurisdiction.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

TABLE OF CONTENTS

I. Definitions
II. Sale and Purchase of Goods
III. Delivery; Title; Risk of Loss
IV. Price and Payment Terms
V. Representations and Warranties
VI. Covenants and Restrictions
VII. Default and Remedies
VIII. Risk Allocation
IX. Dispute Resolution
X. General Provisions
XI. Execution Block

Schedules/Exhibits (as applicable)

I. DEFINITIONS

[// GUIDANCE: Define only those terms that require a specialized meaning. List alphabetically.]

“Affiliate” – any entity that, directly or indirectly, controls, is controlled by, or is under common control with a Party.
“Business Day” – any day other than a Saturday, Sunday, or federal public holiday in the United States.
“Confidential Information” – has the meaning set forth in Section VI.B.
“Contract Documents” – collectively, this Agreement, each Schedule hereto, and each Purchase Order issued hereunder.
“Force Majeure Event” – has the meaning set forth in Section VIII.D.
“Goods” – the tangible, movable goods described in Schedule 1 and any conforming replacements or substitutes provided by Seller under this Agreement.
“Incoterms” – the rules of the International Chamber of Commerce most recently published as “Incoterms® [Year]”.
“Purchase Order” or “PO” – Buyer’s ordering document referencing this Agreement and specifying quantity, price, delivery schedule, and other relevant terms.
“Specifications” – the technical and functional specifications for the Goods set forth in Schedule 1.

II. OPERATIVE PROVISIONS

2.1 Sale and Purchase

(a) Seller shall sell, and Buyer shall purchase, the Goods in the quantities and at the times specified in duly-issued POs.
(b) Each PO is subject to written acceptance or rejection by Seller within [___] Business Days. Silence constitutes acceptance.
(c) Any additional or different terms proposed by either Party in any communication (including POs or acknowledgments) are objected to and rejected unless expressly agreed in a writing signed by both Parties. U.C.C. § 2-207 (battle-of-forms).

2.2 Quantity Commitments

[// GUIDANCE: Delete if relationship is non-requirements-based.]
Buyer commits to purchase [minimum annual quantity] units during each 12-month period of the Term (“Minimum Commitment”). Shortfalls shall be handled pursuant to Section VII.

2.3 Forecasts

Buyer shall provide non-binding rolling forecasts [monthly/quarterly]. Seller shall maintain sufficient capacity to meet forecasted demand plus [___]% safety stock.

III. DELIVERY; TITLE; RISK OF LOSS

3.1 Shipping Terms

(a) Delivery shall be [Incoterms rule] [named place].
(b) Title and risk of loss to the Goods pass to Buyer upon [delivery to carrier / arrival at Buyer’s facility] in accordance with the agreed Incoterms rule. U.C.C. §§ 2-319 to 2-324.

3.2 Packaging & Labeling

Seller shall package the Goods in accordance with industry standards and any additional requirements in Schedule 2 so as to prevent damage during transit.

3.3 Inspection & Acceptance

Buyer shall inspect Goods within [___] days after delivery (“Inspection Period”). Acceptance occurs upon the earlier of (i) written acceptance or (ii) expiration of the Inspection Period without written notice of non-conformity.

IV. PRICE AND PAYMENT TERMS

4.1 Purchase Price

Prices are set forth in Schedule 3 and are [firm / subject to adjustment index-based] for the initial [___]-month period.

4.2 Taxes

Prices exclude all sales, use, VAT, and similar taxes. Buyer shall pay applicable taxes or provide a valid exemption certificate.

4.3 Invoices; Payment

Seller shall invoice upon shipment. Buyer shall pay undisputed amounts within [___] days of invoice date by wire transfer in [currency]. Late payments bear interest at the lesser of [1.5% per month] or the maximum rate permitted by law.

4.4 Setoff

Buyer may not set off amounts owed to Seller without Seller’s prior written consent, except as expressly permitted under Article VII.

V. REPRESENTATIONS AND WARRANTIES

5.1 Mutual Representations

Each Party represents that it (i) is duly organized and in good standing, (ii) has full authority to enter into and perform this Agreement, and (iii) is not insolvent.

5.2 Seller’s Warranties

(a) Conformity – Goods shall conform to the Specifications and be free from defects in design, materials, and workmanship for the [Warranty Period] specified in Schedule 4.
(b) Title – Seller shall convey good and marketable title to the Goods, free of liens and encumbrances. U.C.C. § 2-312.
(c) Merchantability and Fitness – Goods shall be merchantable (U.C.C. § 2-314) and fit for Buyer’s particular purpose (U.C.C. § 2-315) as disclosed in writing to Seller.

[// GUIDANCE: If disclaiming implied warranties, ensure compliance with U.C.C. § 2-316 and any consumer-protection laws.]

5.3 Buyer’s Warranties

Buyer warrants that it is purchasing the Goods for [resale / incorporation / internal use] in compliance with applicable laws and regulations.

5.4 Warranty Remedies

Seller shall, at its option and sole cost, repair, replace, or refund the purchase price of non-conforming Goods. Remedies are subject to the limitation of liability in Article VIII.

5.5 Survival

Representations and warranties survive inspection, acceptance, and payment for the applicable Warranty Period plus [___] months.

VI. COVENANTS AND RESTRICTIONS

6.1 Compliance with Laws

Each Party shall comply with all applicable federal, state, and local laws, including export control, sanctions, and anti-bribery regulations.

6.2 Confidentiality

(a) “Confidential Information” includes any non-public, proprietary information disclosed by a Party (“Discloser”) to the other (“Recipient”) marked or identified as confidential or that reasonably should be understood to be confidential.
(b) Recipient shall: (i) protect Confidential Information with at least the same degree of care it uses for its own confidential information (but not less than reasonable care); (ii) use Confidential Information solely to perform under this Agreement; and (iii) not disclose Confidential Information except to its employees and contractors who have a need to know and are bound by equivalent obligations.
(c) Obligations continue for [___] years after termination, except for trade secrets, which survive so long as they remain trade secrets.

6.3 Insurance

Seller shall maintain at its expense (i) Commercial General Liability insurance with limits not less than [USD ___] per occurrence, (ii) Product Liability insurance with limits not less than [USD ___], and (iii) such additional coverage as set forth in Schedule 2. Certificates evidencing coverage shall be provided upon request.

VII. DEFAULT AND REMEDIES

7.1 Events of Default

(a) Failure of Buyer to pay any amount when due and such failure continues [10] Business Days after written notice.
(b) Failure of either Party to perform any material obligation and such failure is not cured within [30] days after written notice.
(c) Insolvency, appointment of a receiver, or commencement of bankruptcy proceedings by or against a Party.

7.2 Seller’s Remedies

Upon Buyer default, Seller may suspend performance, demand adequate assurance (U.C.C. § 2-609), or terminate this Agreement and pursue any remedies available at law or equity, including recovery of unpaid amounts plus costs of collection.

7.3 Buyer’s Remedies

Upon Seller default, Buyer may reject non-conforming Goods, cover by purchasing substitute goods (U.C.C. § 2-712), terminate this Agreement, and/or recover damages as limited in Article VIII.

7.4 Notice & Cure

Except for payment defaults, the non-defaulting Party shall provide written notice specifying the default and allow the defaulting Party the applicable cure period before exercising termination rights.

7.5 Attorneys’ Fees

The prevailing Party in any action to enforce this Agreement is entitled to reasonable attorneys’ fees and costs.

VIII. RISK ALLOCATION

8.1 Indemnification – Seller Warranties

Seller shall indemnify, defend, and hold harmless Buyer, its Affiliates, and their respective directors, officers, employees, and agents from and against any third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to (i) breach of Seller’s warranties in Article V, (ii) product liability attributable to a defect in the Goods, or (iii) infringement of any United States patent, trademark, or copyright by the Goods.

[// GUIDANCE: Expand scope or add Buyer indemnity if desired.]

8.2 Limitation of Liability (UCC Limits)

(a) EXCEPT FOR (i) SELLER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8.1, (ii) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (iii) LIABILITY THAT CANNOT BE LIMITED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, LOSS OF BUSINESS, OR LOSS OF GOODWILL) ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) THE AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY BUYER TO SELLER UNDER THE PO GIVING RISE TO THE CLAIM. U.C.C. §§ 2-718, 2-719.

8.3 Disclaimer of Other Damages

To the fullest extent permitted under applicable law, the remedies provided in this Agreement are exclusive of all other remedies.

8.4 Force Majeure

Neither Party shall be liable for delay or failure in performance caused by a Force Majeure Event, provided that the affected Party (i) promptly notifies the other Party, (ii) uses commercially reasonable efforts to mitigate, and (iii) resumes performance as soon as practicable. If a Force Majeure Event continues for more than [___] days, either Party may terminate the affected PO without liability.

IX. DISPUTE RESOLUTION

9.1 Good-Faith Negotiation

The Parties shall first attempt in good faith to resolve any dispute arising out of this Agreement by informal negotiations between executives with authority to settle the dispute.

9.2 Optional Arbitration

[Include if elected] If the dispute is not resolved within [30] days of written notice, either Party may submit the dispute to binding arbitration administered by [Administrator] under its [Rules], conducted in [City, State], in the English language, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

9.3 Governing Law

This Agreement and any dispute hereunder shall be governed by and construed in accordance with the Uniform Commercial Code as enacted in the State of [CHOSEN STATE], without regard to its conflict-of-laws rules.

9.4 Jurisdiction; Forum Selection (Non-Exclusive)

Subject to Section 9.2, each Party irrevocably submits to the non-exclusive jurisdiction of the state and federal courts located in [County, State] for any suit, action, or proceeding arising out of this Agreement.

9.5 Injunctive Relief (Limited)

Nothing in this Article shall restrict either Party from seeking injunctive or other equitable relief solely to prevent (i) unauthorized disclosure of Confidential Information or (ii) infringement or misappropriation of intellectual property, where monetary damages are inadequate.

[// GUIDANCE: Jury waiver intentionally omitted per metadata.]

X. GENERAL PROVISIONS

10.1 Term & Termination

(a) Term begins on the Effective Date and continues for [initial term] years (“Initial Term”), automatically renewing for successive [one-year] periods unless either Party gives [90] days’ prior written notice of non-renewal.
(b) Either Party may terminate this Agreement for cause pursuant to Article VII.
(c) On termination or expiration, Buyer shall pay for conforming Goods shipped, and Sections intended to survive (including Articles V, VII, VIII, IX, and X) shall so survive.

10.2 Amendment & Waiver

No amendment or waiver is effective unless in writing and signed by both Parties. A waiver is effective only for the specific instance for which it is given.

10.3 Assignment

Neither Party may assign or delegate its rights or obligations without the prior written consent of the other Party, except to an Affiliate or successor by merger or sale of substantially all assets, provided the assignee assumes all obligations.

10.4 Severability

If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to render it valid and enforceable.

10.5 Entire Agreement

This Agreement (including all Schedules and duly-issued POs) constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous understandings.

10.6 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument. Signatures transmitted electronically (e.g., PDF, DocuSign®) are deemed original.

10.7 Notices

All notices must be in writing and delivered (i) in person, (ii) by nationally recognized overnight courier, or (iii) by certified U.S. mail (return receipt requested) to the addresses set forth above (or as later designated). Notices are effective upon receipt or first refusal.

XI. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

[// GUIDANCE: Add notarization or witness lines if required by jurisdiction or corporate policy.]

SCHEDULE 1 – SPECIFICATIONS & QUALITY STANDARDS

[Detailed technical specifications, drawings, regulatory requirements, revision control, etc.]

SCHEDULE 2 – DELIVERY & LOGISTICS REQUIREMENTS

[Packaging standards, palletizing, bar-coding, labeling, routing guides, freight carriers, insurance certificates, etc.]

SCHEDULE 3 – PRICING SCHEDULE

[Unit prices, volume discounts, escalation formulas, currency, pricing-review mechanism.]

SCHEDULE 4 – WARRANTY PERIOD & PROCEDURES

[Warranty start date, duration, RMA procedures, turnaround times, advance replacements, out-of-warranty repair rates.]

SCHEDULE 5 – FORM OF PURCHASE ORDER

[Template PO with required fields and standard references to this Agreement.]

[End of Document]