Sale of Goods Agreement

SALE OF GOODS AGREEMENT

BETWEEN

________

(the Seller)

AND

________

(the Buyer)

This Agreement for the Sale of Goods is executed on this date ________.

(1). DEFINITIONS AND INTERPRETATIONS

1.1. 'the Seller' refers to the legal entity supplying the goods offered for sale under this Agreement.

1.2. 'the Buyer' refers to the legal entity purchasing the goods offered for sale under this Agreement.

1.3. 'the Parties' refers collectively to the Seller and the Buyer and 'Party' means either the Seller or the Buyer.

1.4. 'the Goods' refers to the products offered for sale by the Seller as described in the Article "DESCRIPTION OF GOODS".

1.5. 'this Agreement' refers to this Agreement for the Sale of Goods.

1.6. 'the Purchase Price' refers to the consideration the Buyer will furnish to the Seller in exchange for exclusive use of and title in the Goods

1.7. 'Collection Location' refers to the address at which the Buyer will collect the Goods from the Seller. Collection will take place at the following address:

________

1.8. Any words importing the singular shall import the plural, and words importing the plural shall import the singular. Where the Seller and/or Buyer denotes more than one person, the rights and obligations articulated herein are jointly and severally binding on them.

1.9. Any words importing the masculine gender shall import the feminine gender, and any words importing the feminine gender shall import the masculine gender.

1.10. This Agreement will be binding on and inure to the benefit of the Seller's and the Buyer's respective agents, heirs, executors, administrators and where permitted their respective assignees.

1.11. Any references to Irish or European legislation, including Directives, Regulations, Framework Decisions, statute or statutory instruments shall include any amendments, extensions or modification in force at the time of the signing of this Agreement.

(2). THE PARTIES

2.1. The Seller, ________, is a legal entity, of the following address:

________

2.2. The Seller will at the time of sale, enjoy sufficient legal interest will in the Goods so as to lawfully make them available for sale.

2.3. The Buyer, ________, is a legal entity of the following address:

________

2.4. The Buyer, pursuant to the representations made by the Seller, is desirous of ownership and possession of the Goods held by the Seller and is willing and able to render the Purchase Price in exchange.

2.5. Both Parties acknowledge this Agreement for the Sale of Goods is a legally binding, enforceable Agreement, representing their common intentions for terms of engagement.

(3). DURATION

3.1. This Agreement shall commence on ________, 'the Commencement Date'.

3.2. The duration of this Agreement is inextricably linked to the successful performance of the single transaction for which it was entered into. The Agreement will remain in force until the duties of the Parties thereunder are successfully discharged. It will terminate automatically one day after the last the following conditions are satisfied:

- the Buyer has received the Goods;

- the Seller has received full payment of the Purchase Price;

- the Buyer has received the appropriate title documents or bills of sale.

(4). DESCRIPTION OF THE GOODS

I. Description of 'the Goods':

4.1. The Seller is offering for sale, in exchange for the Purchase Price, the following goods:

________

4.2. The Seller will supply the Buyer with the following quantity of the Goods: ________ (________) units.

II. The Purpose:

4.3. The Goods are being purchased to be used for the following purpose:

________

4.4. The Seller acknowledges the reliance their position, experience and expertise invites, and confirms that the Goods are appropriate for use in that specific purpose.

III. Quality Standards of 'the Goods':

4.5. The Goods are sold as is, the Buyer has been notified of the following defect in the Goods, and agrees to purchase them this notwithstanding:

________

4.6. The Goods supplied must be reasonably fit for the purpose for which the Buyer expressed that those Goods are intended, irrespective of whether or not the Goods are typically supplied for that purpose.

IV. Defects and Right of Rejection:

4.7. The Goods are deemed to be defective whereupon they fail to comply with the quality requirements defined in the subsection "Quality Standards of 'the Goods'".

4.8. The Goods are not deemed to be defective whereupon their failure to comply with the quality requirements defined in the section "Quality Standards of 'the Goods'", is a result of one of the following:

- The Buyer's attempt to modify the Goods in a manner not approved by the Seller;

- The Buyer's failure to observe the Seller's instructions in respect of the Goods' use, storage or maintenance;

- The general wear and tear associated with the ordinary use of the Goods.

4.9. If at the time of collection the Buyer inspects the Goods and determines that the Goods, in whole or in part, are defective, the Buyer is entitled to refuse acceptance of the Goods in whole or in part, at the point of collection.

4.10. If at any time after the Goods have been collected by the Buyer, a latent defect, not discovered on the inspection occurring at the time of collection is identified, the Buyer retains the right to reject the goods though they have been prima facie accepted.

4.11. The Goods will be deemed to be rejected by the Buyer whereupon a 'Notice of Rejection' is served to the Seller. A valid Notice of Rejection must:

- Be in writing;

- Identify the total number of units of the Goods which are defective;

- Identify all defects in the Goods, in other words, identify the different respects in which the Goods fail to conform to the quality requirements defined in the section "Quality Standards of 'the Goods'";

- Where the defects are discovered at the point of collection, the Notice of Rejection must be sent within 5 (five) business days of collection;

- Where the defects are discovered after the point of collection and where the Buyer is deemed to have accepted the Goods, Notice of Rejection must be sent to the Seller within 10 (ten) business days of the discovery of the defects.

4.12. Where the Goods are defective and Notice of Rejection is appropriately furnished, the Buyer is entitled to their choice among the following remedies, which the Seller is obliged to accept:

- Repair of the Goods;

- Refund for the Goods;

- Replacement of the Goods.

4.13. The Seller must deliver the Buyer's choice of remedy within a reasonable timeframe.

(5). TIME IS OF THE ESSENCE

Time is of the essence in the performance of this Agreement. Timing is material to the performance of this Agreement. The dates and time periods for inter alia, delivery, collection and payment must be observed, if either the Seller or the Buyer fails to meet these obligations, they will be in breach of this Agreement.

(6). PAYMENT AND PAYMENT SCHEDULE

I. Payment for 'the Goods':

6.1. The Buyer will pay a total consideration of ________ (________), (the Purchase Price) in exchange for exclusive use of and title in the Goods supplied.

6.2. The Purchase Price is inclusive of all VAT and all other applicable taxes and charges.

6.3. The Parties acknowledge the sufficiency of the Purchase Price as consideration.

II. Schedule for Payment for 'the Goods':

6.4. The Buyer will furnish the full and complete Purchase Price to the Seller when the Buyer receives delivery of the title deeds or bill of sale associated with the Goods. This date is referred to as the 'Payment Deadline'.

6.5. Payment of the Purchase Price will by furnished the Buyer via the delivery of a valid cheque to the Seller or their agent, either in person or sent via registered post.

III. Interest on Overdue Payments:

6.6. The Buyer is liable to pay interest to the Seller for failure to pay the Purchase Price at the time designated under this Agreement.

- Interest will begin to accrue ________ (________) days after the Payment Deadline, and will continue to accrue until the Purchase Price and associated interest is fully paid.

- The interest on the monies owed by the Buyer to the Seller is set at a yearly rate of ________ (________)% from the overdue amount.

(7). ORDER PROCEDURE

At any time within the duration of this Agreement parties can agree on multiple provision of Goods hereunder provided the relevant amendments are being introduced into the text of the present document.

(8). COLLECTION

I. Definition:

The Goods will be deemed to be collected where, following appropriate inspections, the Buyer or their agent or representative takes direct possession of the Goods from the Seller's premises, at which time the Buyer should sign appropriate documentation to attest to the fact the Goods have been collected.

II. Collection Time and Location:

8.1. The Buyer will collect the Goods at the following address:

________

8.2. The Goods will be collected by the Buyer on ________.

III. The Buyer's Obligations in Respect of Collection:

8.3. The Buyer will collect the Goods on the date agreed, 'the Collection Date'.

8.4. On the Collection Date, the Buyer will collect the Goods at a reasonable time or a time agreed between the Parties.

8.5. If the Buyer fails to collect the Goods within ________ (________) days of the date at which collection was scheduled, the Seller having notified the Buyer, may re-appropriate those Goods to be sold to another Party.

IV. The Buyer's Rights in Respect of Collection:

8.6. The Buyer is entitled to a reasonable opportunity to inspect the Goods at the time and place at which the Goods are collected to ensure that the Goods match the description applied to the Goods, and that the appropriate quantity of the Goods has been furnished.

8.7. If the Goods fail to match the description or are of insufficient or excess quantity, the Buyer is entitled to refuse to accept the Goods.

(9). TRANSFER OF TITLE

9.1. The Seller must transfer the entire interest in the Goods, and not withhold any claim, lien, interest of encumbrance thereto.

9.2. The title in the Goods will transfer whereupon the Goods are collected by the Buyer in the manner described above in the Article "COLLECTION".

(10). RISK

10.1. Risk in the Goods will transfer at the moment when the Goods are collected by the Buyer in the manner described above in the Article "COLLECTION".

10.2. The Buyer is liable for any loss, deterioration in quality or damage to the Goods after those Goods have been collected by the Buyer, except where collection has been delayed through fault of the Seller and the loss, deterioration in quality or damage might not have occurred but for such fault.

(11). CONFIDENTIALITY

I. The Parties:

11.1. In the performance of this Agreement, both the Seller and the Buyer will exchange 'Confidential Information'.

11.2. The 'Disclosing Party' denotes the Party which, as a result of the performance of this Agreement, makes Confidential Information available to the other Party to this Agreement.

- For the purposes of this Agreement, the Disclosing Party refers to the Seller insofar as they share, reveal or expose any information of a sensitive, commercial or proprietary nature to the Buyer;

- For the purposes of this Agreement, the Disclosing Party refers to the Buyer insofar as they share, reveal or expose any information of a sensitive, commercial or proprietary nature to the Seller.

11.3. The 'Recipient Party' denotes the Party which, as a result of the performance of this Agreement, is privy to or receives Confidential Information from the other Party to this Agreement.

- For the purposes of this Agreement, the Disclosing Party refers to the Seller insofar as they are privy to or receive any information of a sensitive, commercial or proprietary nature to the Buyer;

- For the purposes of this Agreement, the Recipient Party refers to the Buyer insofar as they are privy to or receive any information of a sensitive, commercial or proprietary nature to the Seller.

II. Definition of 'Confidential Information':

11.4. 'Confidential Information' refers, for the purposes of this Agreement, to any information of a sensitive, proprietary and commercial nature, or information which is otherwise important in the conduct of the business of the Party disclosing it.

11.5. 'Confidential Information' specifically includes, but is not limited to the following:

________

11.6. Confidential Information does not include the following:

- Information that is part of the public domain;

- Information that is known to the Recipient Party prior to its disclosure by the Disclosing Party;

- Information that was independently discovered by the Recipient Party before its disclosure by the Disclosing Party;

- Information acquired by the Recipient Party through legitimate means independent of the Disclosing Party.

III. Obligations in respect of Confidential Information:

11.7. The Recipient Party undertakes to refrain from disclosing, disseminating or publishing any Confidential Information to any third party and maintain Confidential Information in the strictest confidence.

11.8. In particular and furthermore, the Recipient Party shall undertake to observe the following obligations:

- To refrain from using any Confidential Information for reasons other than for the express purpose for which it was disclosed, unless otherwise authorised by the Party disclosing the Confidential Information.

- To maintain Confidential Information in a safe and secure location, physical or cyber space and take necessary measures to avoid its unlawful acquisition by third parties.

- To return any Confidential Information in their possession at the request of the Party which has disclosed it, or upon the expiration or termination of the Parties' professional relationship.

11.9. Nothing in the terms of this Agreement or its performance grants the the Recipient Party any proprietary interest (trademark, copyright, patent or otherwise) or licence the Confidential Information disclosed.

11.10. The Recipient Party in signing this Agreement accepts that all interests, rights and titles associated with the information disclosed remain the exclusive property of the Disclosing Party.

11.11. The Parties should refer to the Non Disclosure Agreement for specific terms and conditions pertaining to obligations of non disclosure.

(12). DATA PROTECTION

12.1. Any data collected, controlled or process through the performance of this Agreement shall be done in accordance with the requirements of the General Data Protection Regulation 2016/679, the Data Protection Act and the ePrivacy Regulations, 2011.

12.2. In particular, the Parties will only ensure to:

- only use the data for the specific purposes for which it was given;

- refrain from collecting more data than is necessary for that purpose;

- ensure the accuracy of data retained;

- prevent unlawful or unauthorised processing of the data;

- allow the data subject access to data;

- only hold the data for as long as is necessary for the fulfilment of the purpose for which it was retained.

12.3. The Parties should refer to their respective data protection and privacy policies for more information on the processes by which the Parties manage data retained from the commercial partners, buyers, suppliers and customers.

(13). PERFORMANCE

13.1. The Parties will make all best endeavors to bring about the intended efficacious performance of this Agreement.

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(15). SEVERABILITY

15.1. If one section of this Agreement is deemed unenforceable by a court of law, the remainder of this Agreement shall be given effect in line with the Parties' intentions.

(16). ASSIGNMENT

16.1. Assignment in whole or in part of the interests, rights and obligations under this Agreement requires the prior written consent of both Parties to this Agreement.

16.2. In the event either Party seeks to assign wholly or in part, the rights, interests or obligations which inure to them under this Agreement, they must serve notice on the other Party articulating such intention and identifying a prospective assignee.

16.3. The Party not wishing to assign, can accept or reject the proposed assignment at their sole discretion, allowing 30 (thirty) days from the receipt of such notice for that Party to arrive at a decision.

16.4. Upon assignment the interests, rights and obligations of the Parties as enumerated herein will be wholly binding upon, inure to the benefit of, and be enforceable by the designated assignees.

(17). MODIFICATIONS TO AGREEMENT

17.1. This Agreement can be modified through the agreement of both the Seller and the Buyer.

17.2. The Party desirous of a change in the Agreement for the Sale of Goods should notify the other Party in writing indicating the proposed modification.

17.3. The other Party can accept or reject this modification at their sole discretion, subject to the requirement that both Parties endeavour to act reasonably with a view to the effective execution of this Agreement.

17.4. The Party not requesting the modification shall have 30 (thirty) days from receipt of notice of the proposed modification to accept or reject the proposal.

17.5. Should the proposed modification be accepted, a written statement should be drawn up detailing the modification, when it shall take effect and the rights and duties of the respective Parties thereunder. This statement should be signed by the Seller and Buyer and annexed to the present Agreement.

17.6. Should the proposed modification be rejected, this Agreement shall subsist in its current form, and the interests, rights and obligations of the respective Parties will continue to have lawful effect.

(18). REPRESENTATIONS AND WARRANTIES

18.1. The Seller represents and warrants that they enjoy good title to the Goods, that the Goods are free of any liens, encumbrances or third party claims thereto.

18.2. The Seller represents and warrants that the Goods match their description.

(19). INDEMNITY AND INSURANCE

I. Indemnity:

19.1. The Seller shall indemnify the Buyer against all liability relating to claims made in respect of the Intellectual Property Rights in the Goods by any third Party.

19.2. The Seller shall indemnify the Buyer against any breaches by the Seller of the warranties and representations made under this Agreement.

19.3. The Seller shall indemnify the Buyer against all liability relating to claims made in respect of material defects in the Goods. The Seller shall indemnify the Buyer only where:

- those defects were not pointed out to the Buyer before they agreed to purchase those Goods;

- those defects resulted from a failure on behalf of the Seller to meet their obligations under this Agreement;

- those defects resulted form a failure on behalf of the Seller to meet the quality standards specified under this Agreement or the applicable laws or regulations;

- those defects did not result from any unauthorised modification to the Goods made by the Buyer.

II. Seller's Insurance:

For the duration of the Seller will maintain valid insurance comprising:

- Product liability insurance valued at an amount not less than ________(________) in order to indemnify claims for damages for injury to person or property as a result of the Goods.

- Public liability insurance valued at an amount not less than ________ (________) in order to indemnify claims for damages by members of the public for harm to person or property as a result of the Seller's general business activities.

(20). LIABILITY

I. Limitations on Liability:

20.1. The liability of the Seller shall be limited to ________ (________).

20.2. The liability of the Buyer shall be limited to ________ (________).

20.3. Neither Party shall be liable for any consequential losses or special losses.

II. Exclusions on limitations on liability:

20.4. The above limitations on liability shall not apply in respect of liability arising from:

- death or personal injury resulting from either Party's negligence;

- fraud;

- failure by the Seller to transfer good title to goods;

- a knowing or reckless breach of this Agreement.

(21). WAIVER

21.1. The Parties may waive their entitlement to any right or remedy articulated in this Agreement by furnishing a written declaration that they are relinquishing that right that is duly signed by a person so authorised.

21.2. A failure by one Party to exercise a right or remedy owed to them under this Agreement does not constitute an attempt or intention to relinquish that right or remedy.

(22). TERMINATION OF AGREEMENT

I. Permitted Grounds for Termination:

22.1. This Agreement may be terminated without penalty and without prejudice to additional rights or remedies owing to the Parties under law, in the following circumstances:

- By the Seller, where they provide a valid Notice of Termination to the Buyer ________ (________) days prior to proposed termination date;

- By the Buyer, where they provide a valid Notice of Termination to the Seller ________ (________) days prior to proposed termination date;

- By either Party, in the event of a breach of a fundamental term of this Agreement, where the non-breaching Party has furnished notice of the breach and the breaching Party fails to remedy breach within ________ (________) days;

- By the Seller, in the event of non-payment for the Goods by the Buyer for a period of ________ (________) days after the Payment Deadline, and the Seller subsequently provided notice of non-payment and 14 (fourteen) days' written Notice of Termination;

- By the Seller, in the event the Buyer fails to collect the Goods within 10 (ten) days of the scheduled Collection Date.

- By either Party serving notice of termination of at least 10 (ten) business days in the event of the occurrence of an event that constitutes 'force majeure', where the force majeure circumstance has prevented the successful performance of the Agreement for a period of 2 (two) weeks.

- By either Party in the event that it becomes apparent that the other Party to this Agreement is unable to meet its financial obligations under this Agreement. An inability to meet financial obligations is evidence by, inter alia:

(a) Entering into the process of compulsory or voluntary liquidation under the Companies Act 2014;

(b) Entering into Examinership under the Companies Act 2014;

(c) Entering into Receivership under the Companies Act 2014.

II. Rights and Obligations Post-Termination:

22.2. In the event the Agreement is terminated in circumstances where the Seller has discharged in whole or in part their obligations to the Buyer and the Buyer has not discharged their corresponding obligations, the Buyer must provide commensurate consideration, as agreed between the Parties.

22.3. In the event the Agreement is terminated in circumstances where the Buyer has paid the Seller for the Goods they have not received, the Seller must return the monies paid or provide the Buyer with commensurate consideration, as agreed between the Parties.

22.4. In the event the Buyer fails to deliver payment for the Goods by the Payment Deadline and/or is in payment arrears at the time of the termination of the Agreement, the Seller is entitled to take an action against the Buyer for the monies owed and for damages for any shortfall on the resale of the Goods as a result of the Buyer's non-payment.

22.5.The following sections will survive termination:

- the section entitled "NOTICES";
- the section entitled "CONFIDENTIAL INFORMATION";
- the section entitled "DATA PROTECTION";
- the section entitled "GOVERNING LAW";
- the section entitled "LIABILITY" ;
- the section entitled "INDEMNITY AND INSURANCE".

(23). DISPUTE RESOLUTION

23.1. Any dispute arising out of or relating to the terms and conditions of this Agreement, or its performance should, in the first instance, be attempted to be resolved informally by the Parties themselves or their designated representatives.

23.2. An informal attempt at dispute resolution should conform to the following procedure:

- the aggrieved Party shall furnish to the other written notice in which they express the source of their grievance(s) and identify a solution they consider fair and reasonable and invite the other to discuss or negotiate a solution;

- pursuant to the aggrieved Party's invitation, the Parties, or their representatives to discuss and/or negotiate in person a proposed solution to the grievance(s) with each Party acting in good faith and making their best endeavours to arrive at a mutually satisfactory resolution with a view to the successful execution of the present Agreement;

- the Parties, adjust their conduct and/or make any necessary modifications or addendums to the present so as to enact the agreed to solution to the grievance.

23.3. In the event informal attempts at dispute resolution fail to resolve the grievance subsisting between the Parties, or 30 (thirty) days have elapsed since the delivery by the aggrieved Party of an invitation to negotiate, the Parties shall refer their dispute, in good faith, to an alternative dispute resolution procedure.

23.4. The alternative dispute resolution procedure favoured by the Parties in the first instance is Mediation, defined under the Mediation Act 2017 as "a confidential, facilitative and voluntary process in which parties to a dispute, with the assistance of a mediator, attempt to reach a mutually acceptable agreement to resolve the dispute."

23.5. The Parties shall enter and engage in Mediation in good faith with a view to reaching and signing a resolution agreement that can be enforced by law.

23.6. In the final instance, the Parties shall refer the dispute to the High Court of Ireland. Or for claims worth less than €2,000 (two thousand), the aggrieved Party shall refer the dispute to the Small Claims Court.

(24). NOTICES

24.1. Any notices, summons relating to this Agreement must be furnished in writing, and serviced to the other Party via:

- Registered post to the following addresses:

Buyer's address:
________

Seller's address:
________

- Hand delivery to the Parties named above or their authorised representatives;

- Via email to the following email addresses:

Buyer's email address: ________

Seller's email address: ________

24.2. Delivery of the communication will be deemed to have been delivered and received:

- 2 (two) business days after it is sent by registered post;

- Where it is delivered by hand and signed for the recipient;

- Where the email is sent during business hours, as soon as the email is sent;

- Where the email is sent outside of business hours, at the earliest commencement of business hours after the email is sent.

(25). ENTIRE AGREEMENT

25.1. The Parties acknowledge that the terms and conditions, rights and obligations outlined in this Agreement represent the entirety of the agreement between the Parties.

25.2. This Agreement supersedes and takes precedence over any existing or prior agreement, written communication, oral communication, discussions or understandings between the Parties.

25.3. There are no representations, warranties, conditions or terms affecting this Agreement other than those outlined herein.

(26). DECLARATION AND SIGNATURE

26.1. The Parties acknowledge this Agreement is whole, legally binding and enforceable.

26.2. In signing this Agreement, the Parties undertake to be wholly bound by its terms.

________________________

________

Job title: ________

Signing on behalf of: ________

________________________

________

Job title: ________

Signing on behalf of: ________