Sales Agreement - Goods

MASTER SALE OF GOODS AGREEMENT

ARKANSAS

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.

1. Parties and Term

Effective date: [__/__/____]

Seller

• Legal name: [________________________________]
• Entity type and jurisdiction: [________________________________]
• Address: [________________________________]
• Order contact: [________________________________]
• Quality and recall contact: [________________________________]

Buyer

• Legal name: [________________________________]
• Entity type and jurisdiction: [________________________________]
• Address: [________________________________]
• Order contact: [________________________________]
• Quality and recall contact: [________________________________]

Each is a “Party”; together, the “Parties.”

Initial term: [________________________________]

Renewal selection: [________________________________]

Currency: [________________________________]

2. Transaction Classification

☐ Master agreement; no purchase obligation without an accepted Order

☐ Requirements arrangement described in Exhibit B

☐ Minimum-purchase commitment described in Exhibit B

☐ Capacity reservation described in Exhibit B

☐ Seller manufactures the Goods

☐ Seller distributes or resells the Goods

☐ Goods are custom-made to Buyer specifications

☐ Buyer owns or funds tooling

☐ Goods carry Buyer’s label or marks

☐ Goods include software, firmware, or connected functions

☐ Goods or materials will cross a national border

☐ Goods require special safety, labeling, registration, licensing, or traceability controls identified in Exhibit H

☐ Seller finances or defers payment beyond ordinary invoice terms

Required addenda or separate records: [________________________________]

Counsel approving classification: [________________________________]

3. Agreement Documents and Precedence

This Agreement includes each checked document:

☐ Exhibit A — Goods and Specifications

☐ Exhibit B — Orders, Forecasts, Volume, and Capacity

☐ Exhibit C — Price, Tax, and Invoicing

☐ Exhibit D — Delivery, Packaging, Title, and Risk

☐ Exhibit E — Quality, Inspection, and Acceptance

☐ Exhibit F — Warranty, Service, Product Issue, and Recall

☐ Exhibit G — Tooling, Intellectual Property, Software, and Data

☐ Exhibit H — Compliance, Insurance, Risk, and Disputes

☐ Accepted Orders

☐ Signed change orders

Unless a signed document expressly identifies an override, conflicts are resolved in this order:

1. Signed regulated-product, financing, or cross-border addendum for its subject;
2. Signed change order;
3. Exhibits A through H for their subjects;
4. This Agreement;
5. Accepted Order for quantity, delivery date, destination, and other fields this Agreement expressly permits an Order to set; and
6. Incorporated quotation or specification.

A clickwrap, portal term, invoice legend, packing slip, acknowledgment, or preprinted purchase-order term does not amend this Agreement unless authorized representatives of both Parties sign an amendment identifying the change.

4. Definitions

“Accepted Order” means an Order accepted through Section 5.

“Buyer Materials” means designs, specifications, data, labels, packaging, tools, components, or other materials Buyer supplies or funds and Exhibit G identifies as Buyer-controlled.

“Commercial Unit” means the unit the Parties designate in Exhibit A for separate shipment, inspection, acceptance, rejection, pricing, or remedy.

“Goods” means only the products, materials, components, and included items identified in Exhibit A or an Accepted Order.

“Nonconformity” means a failure to satisfy an objective requirement in an Accepted Order, Exhibit A, or Exhibit E.

“Order” means Buyer’s written request containing the required fields in Exhibit B.

“Recall Event” means an event classified under Exhibit F for investigation, quarantine, correction, notification, withdrawal, or recall assessment.

“Specifications” means the signed technical, quality, packaging, labeling, and performance requirements identified by version in Exhibit A.

5. Order Formation and Control

5.1 No Order by Forecast Alone

A forecast, estimate, budget, request for quote, sample request, or planning message is not an Order or commitment unless Exhibit B expressly says otherwise.

5.2 Required Order Fields

Each Order shall state the Order number and date; Goods identifier and Specification version; quantity; unit price or schedule reference; requested delivery date or window; destination; delivery-term reference; packaging and documentation requirements; Buyer contact; and any permitted Order-level option.

5.3 Acceptance Method

Select one objective method:

☐ Written order acknowledgment

☐ Beginning identified manufacture after written notice

☐ Shipment

☐ Other: [________________________________]

Seller shall accept, reject, or propose changes within [____] Business Days. Silence is not acceptance unless the Parties expressly define a silence procedure here: [________________________________].

5.4 Proposed Changes

A response changing quantity, price, delivery, Specification, warranty, or another material field is a proposal unless Buyer accepts the changed terms through the agreed method.

5.5 Order Changes and Cancellation

No Accepted Order changes unless the Parties approve a writing stating the price, schedule, inventory, work-in-process, tooling, and Specification effects.

• Buyer cancellation right: [________________________________]
• Seller cancellation right: [________________________________]
• Cancellation charge method: [________________________________]

6. Forecasts, Volume, and Capacity

Buyer shall provide a rolling [____]-month forecast every [________________________________].

The forecast is:

☐ Nonbinding planning information

☐ Binding only for the first [____] days or units

☐ Binding within the tolerance in Exhibit B

Volume commitment:

☐ No minimum purchase

☐ Minimum [____] units per [month / quarter / year]

☐ [____]% of Buyer’s identified requirements, subject to Exhibit B assumptions

Capacity commitment:

☐ No reserved capacity

☐ Seller reserves [____] units per [________________________________]

☐ Surge capacity of [____] units on [____] days’ notice

Exhibit B shall state any constraint-allocation method, assumptions, exceptions, and mitigation duties.

7. Goods, Specifications, and Changes

Exhibit A shall identify for each Goods family:

• part, model, stock-keeping, or catalog number;
• description, composition, dimensions, tolerances, and performance criteria;
• approved drawings, samples, bills of material, and revision level;
• shelf life, storage, handling, and environmental limits;
• packaging, labeling, marking, and language requirements;
• country-of-origin and traceability records required by the Parties;
• manuals, certificates, accessories, software, or firmware included;
• approved manufacturing sites and subcontractors, if material; and
• Buyer-supplied materials and approved substitutes.

Only the Specification version identified in the Accepted Order applies. Seller shall not change a controlled material, source, process, site, design, component, software version, label, package, or test method without the approval stated in Exhibit A.

Before approving a change, the responding Party shall state reasonably identifiable effects on price, inventory, tooling, quality, qualification, lead time, warranty, compliance, and open Orders.

Planned discontinuance notice and last-time-buy process: [________________________________]

8. Price, Tax, Invoice, and Payment

Prices and included charges are stated in Exhibit C.

☐ Fixed through [__/__/____]

☐ Indexed using the source, base, frequency, cap, and floor in Exhibit C

☐ Reviewable on [____] days’ notice with no change to Accepted Orders

☐ Volume tiers or rebates apply

Exhibit C shall allocate freight, packaging, pallets, insurance, duties, brokerage, tooling, testing, certificates, expedited service, and other charges.

Tax selection:

☐ Price includes identified taxes

☐ Identified taxes are separately stated

☐ Buyer will provide identified exemption or deduction documentation

☐ Each Party bears taxes imposed on its own income, property, personnel, and operations

No tax classification, rate, certificate, deduction, or sourcing assumption is part of this Agreement unless Exhibit C states it.

• 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 Exhibit C after transaction-specific review

9. Delivery, Packaging, Title, and Risk

Exhibit D and each Accepted Order shall identify shipment point, destination, date or window, carrier, freight responsibility, packaging, loading and unloading, transit insurance, customs records, and partial or early shipment permission.

A trade term applies only when the Order or Exhibit D states its named place, version, and agreed variations.

Risk of physical loss or damage transfers at:

☐ Carrier receipt at [________________________________]

☐ Tender at destination [________________________________]

☐ Completion of unloading

☐ Acceptance

☐ Other objective event: [________________________________]

Title transfers at:

☐ Shipment

☐ Delivery

☐ Acceptance

☐ Payment

☐ Other: [________________________________]

Permitted liens or retained interests: [________________________________]

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

Seller shall promptly report an expected delay, shortage, or allocation and state the affected Orders, mitigation, and revised date.

10. Inspection, Acceptance, and Nonconformity

• 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 Exhibit E 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 Order, affected Goods or Commercial Units, lot or serial information, Specification requirement, observed result, and available evidence.

Available responses:

☐ Reject affected Commercial Units

☐ Accept with an agreed price adjustment

☐ Sorting, repair, rework, replacement, or retest

☐ Other remedy stated in Exhibit E

Pending instructions, Buyer shall reasonably preserve rejected Goods. Exhibit E shall allocate sorting, storage, freight, return, destruction, rework, cure, and retest.

11. Quality, Records, and Traceability

Seller shall maintain only the quality system and records selected in Exhibit E:

☐ Incoming-material controls

☐ In-process and final inspection

☐ Calibration and test-equipment controls

☐ Lot, batch, date-code, serial, or source traceability

☐ Certificate of analysis or conformity

☐ Nonconformance and corrective-action process

☐ Change-notification controls

☐ Approved-subcontractor controls

☐ Record retention for [____] years

Any Buyer audit right must state scope, frequency, notice, confidentiality, safety, and remediation. An audit does not transfer Seller’s obligations or constitute acceptance.

12. Warranties and Support

Seller makes only the selected and completed express promises:

☐ Goods conform materially to the applicable Specification

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

☐ Goods match the incorporated approved sample

☐ Seller owns the interest it agrees to transfer

☐ Goods have the shelf life stated in Exhibit A at delivery

☐ Seller will provide the support or replacement parts in Exhibit F

☐ Other: [________________________________]

Warranty-claim evidence, exclusions, response time, remedy order, freight, removal, sorting, and field-cost allocation are stated in Exhibit F.

Optional disclaimer—use only after counsel approves availability, wording, and conspicuous placement:

☐ EXCEPT FOR THE EXPRESS WARRANTIES SELECTED IN THIS AGREEMENT, SELLER DISCLAIMS THE IMPLIED WARRANTY OF MERCHANTABILITY AND THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND BUYER ACCEPTS THE GOODS AS IS AND WITH ALL FAULTS, TO THE EXTENT THE COMPLETED TRANSACTION PERMITS THAT DISCLAIMER.

Buyer initials if selected: [________]

13. Product Issue, Stop-Ship, and Recall

Exhibit F shall define events requiring investigation, escalation, quarantine, stop-ship, correction, notification, market withdrawal, or recall assessment.

Each Party shall promptly notify the other of information reasonably indicating a material safety, compliance, quality, or traceability issue and identify known lots, dates, locations, containment, and contacts without delaying urgent safety steps.

Exhibit F shall allocate investigation, root cause, stop-ship authority, notices, regulator and customer communications, lot tracing, correction, destruction, replacement, refund, professional costs, insurance notice, records, public statements, and post-event review.

No cost allocation is presumed from which Party first gives notice or takes an urgent protective step.

14. Tooling, Buyer Materials, Intellectual Property, Software, and Data

Exhibit G shall identify ownership, possession, marking, maintenance, insurance, access, use restrictions, replacement value, and return terms for tooling, dies, molds, fixtures, test equipment, packaging, and Buyer Materials.

Seller shall not use Buyer-owned tooling or Buyer Materials for another customer without written permission.

• Safety-stock obligation: [________________________________]
• Raw-material commitment: [________________________________]
• Work-in-process treatment: [________________________________]
• Excess and obsolete inventory: [________________________________]

Each Party retains its preexisting intellectual property. Exhibit G shall identify ownership and licenses for custom designs, improvements, test methods, labels, documentation, software, firmware, updates, interfaces, and data.

Confidentiality duties, if any, must identify protected information, permitted recipients and uses, safeguards, required disclosures, return or destruction, duration, and any separately reviewed remedy.

15. Compliance, Insurance, and Product Controls

Exhibit H shall identify the actual Goods, destination, end use, industries, facilities, labels, certifications, registrations, permits, standards, export or import controls, restricted-party checks, customer requirements, and responsible Party.

Seller shall not represent that Goods are approved, certified, compliant, safe for an end use, or authorized for a market unless Exhibit H identifies the exact representation, supporting record, issuer, scope, version, and responsible person.

Insurance requirements, certificates, additional-insured status, waiver, primary status, deductibles, limits, and notice obligations apply only as completed in Exhibit H.

16. Indemnity, Liability, and Remedies

No indemnity, damages exclusion, liability cap, exclusive remedy, insurance offset, attorney-fee right, injunction, specific performance, or bond waiver is created unless Exhibit H states the selected term and its scope.

Risk schedule selections:

Any limited remedy must state what happens if it cannot be performed or does not provide the agreed minimum value.

17. Supply Interruption and Force Events

An affected Party shall promptly identify the event, affected obligations and Orders, expected duration, inventory and capacity effects, mitigation, allocation, alternate sources, and recovery plan.

Excused events and exclusions: [________________________________]

Notice method and deadline: [________________________________]

Mitigation and allocation: [________________________________]

Buyer cover or alternate-source right: [________________________________]

Termination threshold and open-Order treatment: [________________________________]

Payment for conforming Goods already delivered is not excused unless the Parties expressly state otherwise.

18. Termination and Transition

Termination rights:

• convenience: [________________________________]
• uncured material breach: [________________________________]
• insolvency or cessation: [________________________________]
• prolonged interruption: [________________________________]
• compliance, safety, quality, or repeated-delivery trigger: [________________________________]

At termination, the Parties shall follow the open-Order, finished Goods, work-in-process, raw material, excess inventory, tooling, Buyer Materials, data, warranty, recall, payment, and transition rules in the Exhibits.

No termination automatically cancels an Accepted Order or transfers inventory unless the completed Agreement says so.

19. Governing Terms and Disputes

Arkansas law governs the Agreement, subject to counsel’s conflict-of-laws and mandatory-law analysis for the completed transaction.

Notices:

• Seller notice address and email: [________________________________]
• Buyer notice address and email: [________________________________]
• Receipt rule: [________________________________]

Dispute process:

☐ Executive negotiation

☐ Mediation

☐ Court proceeding in a forum with jurisdiction: [________________________________]

☐ Arbitration under a separately signed addendum

☐ Other: [________________________________]

Each Party bears its own attorney fees and costs unless the completed Exhibit H or applicable authority provides otherwise.

A jury waiver is not supplied. Any shortened claim period, exclusive forum, arbitration clause, or equitable-remedy term must be separately selected and reviewed; none is supplied by default.

20. General Terms

Assignment. Assignment, delegation, change-of-control, subcontracting, and successor rules: [________________________________].

Amendment. An amendment must be signed by authorized representatives and identify the provision changed.

Waiver. A waiver applies only to the identified instance and does not waive another breach.

Severability. An unenforceable provision is severed only to the extent required; this clause does not authorize automatic judicial rewriting.

Entire Agreement. The documents listed in Section 3 are the complete agreement for their subject.

Independent Parties. The Parties are independent contractors. No agency, partnership, franchise, fiduciary, employment, or joint venture is created unless a signed addendum expressly states otherwise.

Counterparts and signatures. The Parties may sign counterparts. Counsel shall approve any electronic-signature process and confirm consent, attribution, retention, and transaction-formality requirements.

21. Signatures

Seller

Signature: ________________________________________

Name and title: [________________________________]

Date: [__/__/____]

Buyer

Signature: ________________________________________

Name and title: [________________________________]

Date: [__/__/____]

Exhibit A — Goods and Specifications

Controlled drawings, samples, materials, processes, sites, packaging, labeling, shelf life, storage, software, manuals, certificates, and traceability:

[____________________________________________________________]

Exhibit B — Orders, Forecasts, Volume, and Capacity

• Required Order format and fields: [________________________________]
• Acceptance method and contact: [________________________________]
• Forecast frequency and binding window: [________________________________]
• Minimum, requirements, or capacity commitment: [________________________________]
• Lead time, frozen window, tolerance, allocation, surge, cancellation, and discontinuance: [________________________________]

Exhibit C — Price, Tax, and Invoicing

Tax responsibility, invoice event, documentation, payment, dispute, credit, late charge, and price adjustment:

[____________________________________________________________]

Exhibit D — Delivery, Packaging, Title, and Risk

Packaging, labels, carrier, loading, unloading, appointments, documents, early or partial shipments, delay, and shortage:

[____________________________________________________________]

Exhibit E — Quality, Inspection, and Acceptance

Quality system, records, sampling, tests, inspection period, acceptance method, rejection evidence, cure, retest, audit, and disposition:

[____________________________________________________________]

Exhibit F — Warranty, Service, Product Issue, and Recall

Express warranties, period and trigger, exclusions, claim evidence, remedy, freight and field costs, support, spare parts, stop-ship, investigation, notice, correction, recall, cost allocation, and records:

[____________________________________________________________]

Exhibit G — Tooling, Intellectual Property, Software, and Data

Tooling and Buyer Materials ownership and return; inventory; custom-development ownership; licenses; software and firmware support; data rights; confidentiality; cybersecurity; and exit assistance:

[____________________________________________________________]

Exhibit H — Compliance, Insurance, Risk, and Disputes

Product and market controls; certifications; permits; import and export; insurance; indemnity; damages; caps; remedies; fees; forum; arbitration; jury; notices; claim periods; and mandatory-law review:

[____________________________________________________________]

Pre-Execution Checklist

☐ Transaction classification and use gate completed

☐ Every Goods family and Commercial Unit identified

☐ Specifications and controlled revisions attached

☐ Order-formation and document-precedence rules completed

☐ Forecast, volume, capacity, cancellation, and discontinuance completed

☐ Price, tax, invoice, payment, delivery, title, and risk selections completed

☐ Quality, inspection, acceptance, warranty, service, and recall controls completed

☐ Tooling, inventory, intellectual property, software, data, and confidentiality completed

☐ Product, destination, end-use, certification, import, export, and insurance profile completed

☐ Indemnity, liability, remedies, disputes, and transition deliberately selected

☐ Arkansas counsel and relevant technical, tax, quality, safety, insurance, and trade advisors approved the completed transaction