Sales Agreement - Goods
MASTER SALE OF GOODS AGREEMENT
(Arkansas UCC-Compliant)
This Agreement is made as of [EFFECTIVE DATE] by and between:
- [SELLER LEGAL NAME] ("Seller"); and
- [BUYER LEGAL NAME] ("Buyer").
The Parties intend this Agreement to be governed by Arkansas UCC Article 2 (Ark. Code Ann. Section 4-2-101 et seq.).
I. DEFINITIONS
"Goods" - tangible movable goods described in Schedule 1.
"PO" - Purchase Order referencing this Agreement.
"Specifications" - technical specifications in Schedule 1.
II. SALE AND PURCHASE
2.1 Sale
Seller sells and Buyer purchases Goods per duly-issued POs.
Battle-of-forms governed by Ark. Code Ann. Section 4-2-207.
III. DELIVERY; TITLE; RISK OF LOSS
3.1 Shipping Terms
Per Ark. Code Ann. Sections 4-2-319 to 4-2-324.
3.2 Inspection
Per Ark. Code Ann. Section 4-2-513.
IV. PRICE AND PAYMENT
4.1 Prices
Per Schedule 3.
4.2 Late Payment
Interest at [RATE]% or maximum under Arkansas law (17% for written contracts per Ark. Code Ann. Section 4-57-104), whichever is less.
V. WARRANTIES
5.1 Seller Warranties
a. Conformity to Specifications for [WARRANTY PERIOD].
b. Title warranty per Ark. Code Ann. Section 4-2-312.
c. Merchantability per Ark. Code Ann. Section 4-2-314.
d. Fitness per Ark. Code Ann. Section 4-2-315.
5.2 Disclaimer
TO THE EXTENT PERMITTED BY ARKANSAS LAW AND ARK. CODE ANN. SECTION 4-2-316, WARRANTIES NOT EXPRESSLY SET FORTH ARE DISCLAIMED. THIS DISCLAIMER IS CONSPICUOUS.
VI. COVENANTS
6.1 Confidentiality
Protected under Arkansas Trade Secrets Act (Ark. Code Ann. Section 4-75-601 et seq.).
VII. DEFAULT AND REMEDIES
7.1 Seller Remedies
Adequate assurance per Ark. Code Ann. Section 4-2-609.
7.2 Buyer Remedies
Cover per Ark. Code Ann. Section 4-2-712.
VIII. RISK ALLOCATION
8.1 Limitation
Per Ark. Code Ann. Sections 4-2-718, 4-2-719.
IX. DISPUTE RESOLUTION
9.1 Governing Law
Arkansas law and Arkansas UCC.
9.2 Forum
State and federal courts in Pulaski County, Arkansas (non-exclusive).
X. GENERAL PROVISIONS
10.1 Electronic Signatures
Valid under Arkansas UETA (Ark. Code Ann. Section 25-32-101 et seq.).
EXECUTION
| SELLER | BUYER |
|---|---|
| [SELLER LEGAL NAME] | [BUYER LEGAL NAME] |
| By: ___________________________ | By: ___________________________ |
| Name: _________________________ | Name: _________________________ |
| Title: __________________________ | Title: __________________________ |
| Date: __________________________ | Date: __________________________ |
SCHEDULES
- Specifications
- Delivery Requirements
- Pricing
- Warranty Procedures
- Form of PO
CHECKLIST
☐ All placeholders completed
☐ Schedules attached
☐ Arkansas-licensed counsel review
☐ Both parties signed
About This Template
A contract is a written record of what two or more parties agreed to and what happens if someone does not follow through. Clear language, defined terms, and clean signature blocks keep disputes small and enforceable. The most common mistakes in contracts come from vague promises, missing details about timing or payment, and skipping standard protective clauses like governing law and dispute resolution.
Important Notice
This template is provided for informational purposes. It is not legal advice. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.
Last updated: February 2026
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