Sales Agreement - Goods

MASTER SALE OF GOODS AGREEMENT

ALASKA

Use gate. This form is for repeat private-business purchases of identified goods. Use a tailored agreement or addendum for consumers, food, drugs, medical devices, vehicles, aircraft, weapons, hazardous or controlled products, public procurement, franchising, consignment, cross-border trade, seller financing, construction, or a transaction in which services predominate.

DOCUMENT HEADER

This Master Sale of Goods Agreement (this "Agreement") is made and entered into as of [__/__/____] (the "Effective Date"), by and between:

1. [________________________________], a [________________________________] entity having its principal place of business at [________________________________] ("Seller"); and
2. [________________________________], a [________________________________] entity having its principal place of business at [________________________________] ("Buyer").

Transaction Classification

☐ Master agreement; no purchase obligation without an accepted Purchase Order

☐ Requirements arrangement described in Schedule 1

☐ Minimum-purchase or capacity commitment described in Schedule 1

☐ Seller manufactures the Goods

☐ Seller distributes or resells the Goods

☐ Goods are custom-made or carry Buyer labels

☐ Goods include software, firmware, connected functions, or Buyer-funded tooling

☐ Goods or materials will cross a national border

☐ Goods require special safety, labeling, registration, licensing, traceability, or recall controls

☐ Seller finances or defers payment beyond ordinary invoice terms

Required addenda or separate records: [________________________________]

Counsel approving classification: [________________________________]

NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties agree as follows:

I. DEFINITIONS

"Affiliate" - any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.
"Business Day" - a day identified in Schedule 1, including the time zone and holiday calendar used for deadlines.
"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.
"Goods" - the tangible, movable goods described in Schedule 1 and any conforming replacements or substitutes provided by Seller under this Agreement.
"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. SALE AND PURCHASE OF GOODS

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 acceptance or rejection by Seller within [___] Business Days through the selected objective method: ☐ written acknowledgment ☐ beginning identified manufacture after notice ☐ shipment ☐ other: [________________________________].
(c) Silence is not acceptance unless the Parties expressly define a silence procedure here: [________________________________].
(d) A response changing quantity, price, delivery, Specifications, warranty, or another material field is a proposal unless Buyer accepts the changed terms through the agreed method. A clickwrap, portal term, invoice legend, packing slip, acknowledgment, or preprinted PO term does not amend this Agreement unless authorized representatives of both Parties sign an amendment identifying the change.

2.2 Quantity Commitments

Buyer commitment: ☐ No minimum purchase ☐ [________] units per [month / quarter / year] ☐ [________]% of identified requirements, subject to Schedule 1 assumptions.

III. DELIVERY; TITLE; RISK OF LOSS

3.1 Delivery Term

(a) Schedule 2 and each accepted PO shall identify the shipment point, destination, date or window, carrier, freight responsibility, packaging, loading and unloading, transit insurance, customs records, and partial or early shipment permission.
(b) A trade term applies only when Schedule 2 or the accepted PO states its named place, version, and agreed variations.

3.1A Risk of Loss

Risk of physical loss or damage transfers at the selected objective event:

☐ Carrier receipt at [________________________________]

☐ Tender at destination [________________________________]

☐ Completion of unloading

☐ Acceptance

☐ Other: [________________________________]

Schedule 2 shall separately address damage caused by breach, rejected Goods, casualty insurance, and claims against a carrier.

3.1B Title; Reservation for Security

Title transfers at: ☐ shipment ☐ delivery ☐ acceptance ☐ payment ☐ other: [________________________________].

Any retained interest, lien, consignment, or financing arrangement requires a separately reviewed signed addendum identifying the obligation, collateral, attachment, perfection, priority, release, and enforcement plan.

Risk allocation does not itself decide title, payment, acceptance, warranty, or responsibility for damage caused by breach.

3.2 Packaging & Labeling

Seller shall package the Goods in accordance with industry standards and any additional requirements in Schedule 2.

3.3 Inspection & Acceptance

• Ordinary inspection period: [____] Business Days after [delivery / receipt]
• Latent or destructive-test treatment: [________________________________]
• Sampling plan and tolerances: [________________________________]

Acceptance occurs only through the selected method:

☐ Written acceptance

☐ Completion of the Schedule 2 test

☐ Failure to reject after an agreed expiration reminder and [____] additional days

☐ Use or resale beyond agreed testing, preservation, or mitigation use

A rejection notice shall identify the PO, affected Goods or commercial units, lot or serial information, Specification requirement, observed result, and available evidence. Pending instructions, Buyer shall reasonably preserve rejected Goods; Schedule 2 allocates sorting, storage, freight, return, destruction, rework, cure, and retest.

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

Schedule 3 shall state whether identified taxes are included or separately stated and which Party supplies any exemption, resale, deduction, sourcing, or other documentation. No tax classification, rate, certificate, or sourcing assumption applies unless Schedule 3 states it after review.

4.3 Invoices; Payment

• Invoice event: [shipment / delivery / acceptance / other]
• Payment period: [____] days after [________________________________]
• Required invoice support: [________________________________]
• Approved payment method: [________________________________]
• Invoice-dispute notice: [________________________________]
• Late charge: ☐ None ☐ As stated in Schedule 3 after transaction-specific review

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

Seller makes only the selected and completed express promises:

☐ Goods conform materially to the applicable Specifications

☐ Goods are free from defects in materials and workmanship for [____] months after [shipment / delivery / acceptance]

☐ Goods match an incorporated approved sample

☐ Seller owns the interest it agrees to transfer

☐ Goods have the shelf life stated in Schedule 1 at delivery

☐ Other: [________________________________]

5.3 Disclaimer

Any proposed disclaimer or limitation of an express or implied warranty must be written in Schedule 4 after the Goods, transaction, Buyer purpose, representations, samples, labels, and mandatory law are classified. Nothing in this uncompleted form is a warranty disclaimer.

5.4 Warranty Remedies

Selected initial response: ☐ repair ☐ replace ☐ refund ☐ credit ☐ reperform service component ☐ other: [________________________________].

Schedule 4 shall state election rights, shipping and labor responsibility, timing, repeated-failure treatment, exclusive-or-cumulative status, and what happens if the selected response does not achieve its stated purpose.

VI. COVENANTS AND RESTRICTIONS

6.1 Compliance with Laws

Schedule 5 shall identify the product, facility, personnel, data, packaging, labeling, registration, licensing, testing, record, export, import, sanctions, origin, environmental, and end-use requirements allocated to each Party. A general compliance promise does not replace that classification.

6.2 Confidentiality

(a) "Confidential Information" includes any non-public, proprietary information disclosed by a Party marked or identified as confidential.
(b) Schedule 5 shall define permitted purpose, recipients, security measures, compelled-disclosure process, return or destruction, exclusions, and duration. Contractual Confidential Information is not automatically classified as a trade secret.

6.3 Insurance

Each selected policy, insured party, limit, deductible, endorsement, certificate, notice term, and duration appears in Schedule 5. A certificate does not amend policy coverage.

VII. DEFAULT AND REMEDIES

7.1 Events of Default

Schedule 6 shall classify each proposed default by obligation, materiality, notice, cure, evidence, mitigation, suspension, termination, and transition effect. A bankruptcy filing, insolvency event, adequate-assurance request, or setoff requires separate counsel review and is not an automatic default or remedy under this form.

7.2 Seller's Remedies

Seller's selected contractual responses: [________________________________].

7.3 Buyer's Remedies

Buyer's selected contractual responses: [________________________________].

7.4 Attorneys' Fees

Select in Schedule 6 after Alaska counsel reviews the dispute route:

☐ Each Party bears its own fees and costs, subject to mandatory law and a later order

☐ Contractual prevailing-party provision stated in Schedule 6

☐ Other: [________________________________]

This form does not represent that a court rule supplies full contractual fee reimbursement.

VIII. RISK ALLOCATION

8.1 Indemnification - Seller Warranties

Schedule 6 shall state any third-party claim categories, indemnifying and protected persons, fault or breach trigger, exclusions, notice, defense control, counsel, consent, cooperation, settlement, insurance, and survival. No indemnity is selected until that schedule is completed and signed.

8.2 Limitation of Liability Elections

Complete Schedule 6 only after loss categories and remedies are classified:

• damages excluded, if any: [________________________________];
• claims outside an exclusion: [________________________________];
• cap formula, period, and aggregation: [________________________________];
• claims outside a cap: [________________________________];
• interaction with indemnity, insurance, warranty, recall, confidentiality, data, IP, fraud, injury, property damage, and mandatory law: [________________________________].

No exclusion or cap is selected merely by leaving a blank in this form.

8.3 Force Majeure

Schedule 6 shall define any excused event, affected obligation, foreseeability or control standard, notice and evidence, mitigation, allocation, substitute supply, payment treatment, maximum duration, termination right, and transition plan. No event excuses an obligation unless the signed schedule says so and mandatory law permits the result.

IX. DISPUTE RESOLUTION

9.1 Good-Faith Negotiation

The Parties shall first attempt in good faith to resolve any dispute by informal negotiations between executives with authority to settle.

9.2 Optional Arbitration

No arbitration agreement is created by this form unless the Parties sign a separate addendum identifying administrator, rules, seat, hearing location, selection, scope, interim relief, discovery, confidentiality, fees, award form, review, and judgment procedure.

9.3 Governing Law

Proposed governing law: [________________________________]. Counsel shall analyze party, performance, delivery, product, consumer, financing, and cross-border contacts and any mandatory law before finalizing the clause.

9.4 Jurisdiction; Forum Selection (Non-Exclusive)

Forum, jurisdiction, venue, service, and consent terms, if selected: [________________________________]. Do not use a county-shaped venue blank for Alaska or assume Anchorage is proper for every dispute.

9.5 Injunctive Relief (Limited)

Any contractual interim- or equitable-relief term appears in Schedule 6 after counsel reviews the claim, forum, proof, security, arbitration interaction, and available remedies. This Agreement does not establish irreparable harm or entitlement to relief.

X. GENERAL PROVISIONS

10.1 Term & Termination

(a) Initial term: [________________________________]. Renewal selection, renewal period, and nonrenewal notice: [________________________________].
(b) On termination, Buyer shall pay for conforming Goods shipped; surviving provisions include Articles V, VII, VIII, IX, and X.

10.2 Amendment & Waiver

No amendment or waiver is effective unless in writing and signed by both Parties.

10.3 Assignment

Neither Party may assign without prior written consent, except to an Affiliate or successor by merger or sale of substantially all assets.

10.4 Severability

If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force.

10.5 Entire Agreement

This Agreement constitutes the entire agreement between the Parties and supersedes all prior understandings.

10.6 Counterparts; Electronic Signatures

The Parties shall select the signature method, authorized signers, authentication evidence, counterpart process, delivery, retention, and transaction-specific formalities in Schedule 6. This Agreement does not declare every electronic signature or copy an original for every legal purpose.

10.7 Notices

All notices must be in writing and delivered to the addresses set forth above.

10.8 Construction

Ambiguities shall not be construed against the drafter.

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.

SCHEDULE 1 - SPECIFICATIONS & QUALITY STANDARDS

SCHEDULE 2 - DELIVERY & LOGISTICS REQUIREMENTS

SCHEDULE 3 - PRICING SCHEDULE

SCHEDULE 4 - WARRANTY PERIOD & PROCEDURES

SCHEDULE 5 - COMPLIANCE, CONFIDENTIALITY, INSURANCE, AND RECORDS

SCHEDULE 6 - DEFAULT, RISK, REMEDIES, AND DISPUTES

SCHEDULE 7 - FORM OF PURCHASE ORDER

CHECKLIST FOR EXECUTION

☐ Transaction classification and use gate completed

☐ All placeholders have been completed

☐ All applicable Schedules are attached, versioned, and completed

☐ Arbitration addendum signed and attached, or no arbitration selected

☐ Consumer, regulated-product, financing, cross-border, and service-dominant routes excluded or separately documented

☐ Document reviewed by Alaska-licensed legal counsel

☐ Authorized representatives signed and dated the final document