Sale of Goods Agreement

Sale of Goods Agreement

(the Agreement)

Dated: ________

1. The Parties

I. The Seller

The Company: ________

with the registered address of: ________

(referred to hereafter as the Seller)

II.The Purchaser

The Company: ________

with the registered address of: ________

(referred to hereafter as the Purchaser)

2. Notices

I. Service method

A party serving any notice under this this agreement upon the other party or sending formal communications in relation to this agreement to the other party must do so in writing by:

(a). first class post, to the addresses for service listed at section 1 above; or

(b). by hand delivery to an authorised representative of the recipient party; or

(c). via email. The email addresses for service are as follows:

Email address for the Seller:

________

Email address for the Purchaser:

________

II. Delivery and Deemed Service

Any notice or communication shall be deemed to have been received:

(a). two business DAYS after posting where it is sent by first-class post; or

(b). upon delivery where it is delivered by hand; or

(c). where it is sent via email:

(i). at the time of transmission where this is during the working business hours of the recipient; or

(ii). where transmission is outside of the working business hours of the recipient, as soon as the business hours commence after transmission.

3. Definitions and Interpretations

I. In Writing

Any reference to a communication which must be made 'in writing' shall be undertaken in accordance with the provisions section 2 above.

II. Business Day

A Business Day means any day other than Saturday, Sunday or any public of bank holiday in England and Wales.

III. Calendar Day

Calendar Day means any of the seven days of a week (Monday to Sunday).

IV. Business Week

A Business Week starts on Monday and finishes on Friday.

V. The Goods

The Goods shall mean those defined and described in Schedule One (annexed to this agreement).

VI. Collection Location

The Collection Location shall be:

________

VII. Date of Collection

The Date of Collection shall be the date upon which collection has taken place in accordance with the requirements of the relevant subsection below (Collection of Orders).

VIII. Base Rate

The Base Rate shall mean the Base Rate of the Bank of England.

IX. Intellectual Property

Intellectual Property means any asset, concept or idea created by either party which includes but is not limited to all copyrights, patents, designs and trademarks.

X. Confidential Information

Confidential Information shall include information which is essential to the business operations of each party and includes intelligence regarding trade secrets of each party.

XI. Liability

Liability shall mean all possible liabilities which may be incurred under or in connection to this Agreement, including (but not limited to) liability in tort, contract, misrepresentation.

XII. Force Majeure

A Force Majeure event shall mean any event which is not within the reasonable control of either party, including:

(a). a war or armed attack; or

(b). a fire or explosion where this has not been the fault of either party; or

(c). an act of terrorism; or

(d). an act of God or natural disaster such as flooding or an earthquake.

XIII. Data Protection Laws

The Data Protection Laws referred to in this Agreement are the Data Protection Act 2008 and the retained EU General Data Protection Regulation 2016/679 (UK GDPR).

XIV. Data Protection Terminology

The terms Personal Data; Data Subject; Data Controller; Data Processor; and Data Breach shall be have the same definition under this Agreement as they do in the Data Protection Laws.

4. Commencement and Term

I. Commencement

The Agreement shall commence on ________ (the Commencement Date).

II. Term

(a). The Agreement shall remain in force for a fixed term of ________ MONTH (the Term)

(b). The agreement shall thereafter automatically terminate ________ MONTH and ONE DAY after the Commencement Date.

5. Sale and Purchase Obligations

I. Order Process

The Purchaser should make an order for the Goods under this agreement and the following shall apply:

(a). The Purchaser must make the order not less than ________ business DAYS before the beginning of each month.

(b). Each order must be made in writing to the Seller.

(c). For the avoidance of any doubt, all orders must:

(i). identify that the order is made by the Purchaser;

(ii). make it clear which goods are included within the order, with reference to Schedule One, (including any product reference numbers) and make it clear which quantities are requested;

(iii). make it clear which period the order relates to;

(iv). specify the requested collection date (the Requested Collection Date); and

(v). identify the payment method which will be used.

(d). Where the above conditions are met, the Seller shall be bound to supply the Goods ordered by the Purchaser.

II. Amendments and Cancellations

Where the Purchaser has placed an order, the Purchaser will retain the right to cancel the entirety of the order, or amend the order, provided that this is properly communicated in writing to the Seller prior to the collection of the Goods.

III. Collection of Orders

Following the placing of an order by the Purchaser, in accordance with the order schedule above :

(a). the Purchaser shall collect each order from the Collection Location; and

(b). the order shall be collected on the Requested Collection Date as set out within the relevant order; and

(c). time is of the essence in relation to the Seller's obligation to make the order available on the Requested Collection Date; and

(d). the order shall be deemed to be collected when the Purchaser has collected and removed the order from the Collection Location.

6. The Goods

I. Standard of the Goods

The Seller must ensure that the Goods supplied to the Purchaser under this agreement:

(a). are of satisfactory quality as per the requirements set out in the Sale of Goods Act 1979 (as amended); and

(b). are fit for any and all purposes contained in all descriptions provided by the Seller; and

(c). comply with any quality and licensing requirements specific to the Goods and the manufacture of the Goods (as set out in any relevant regulation or statutory provision); and

(d). are free from any defects in workmanship and design and shall remain to be free of such defects for a period of ________ MONTH after the Date of Collection.

II. Right to Inspect and Reject

The Purchaser shall:

(a). have a reasonable period of time after the Date of Collection to inspect the goods before they are deemed to be accepted by the Purchaser; and

(b). in any circumstance where the Goods do not meet the requirements as set out in the relevant subsection above (Standard of the Goods), and are therefore defective, the Purchaser has the right, subject to any other rights and conditions set out in this subsection, to reject the Goods by providing a written notification (Notice of Rejection) to the Seller; and

(c). Any Notice of Rejection must:

(i). be served in writing; and

(ii). set out all the relevant details in relation to the defects; and

(ii). where the defects are discovered upon initial inspection and before the Goods have been deemed to be accepted, the notice must be served within five business DAYS from the Date of Collection; or

(iv). where the defects are latent and are discovered after the Goods have been deemed to be accepted, the notice should be served within ten business DAYS from the date which the defect was discovered.

(d). the Seller, shall be bound, where the Goods do not meet the requisite standards as set out in the subsection above (and subject to the other rights and conditions within this subsection) to accept the Purchaser's preference out of the following:

(i). a full refund for the price due in respect of the Goods; or

(ii). a replacement; or

(iii). a repair to the Goods to restore them to the required standard.

(e). the Seller must ensure that either the refund, repair or replacement (whichever is chosen by the Purchaser) is provided to the Purchaser within ten business DAYS after receiving notice of the same from the Purchaser; and

(f). The Seller shall not be liable for the failure of any Goods to comply with the subsection above (Standard of the Goods) where:

(i). the failure has been as a result of a the Purchaser to observe relevant instructions issued by the Seller regarding the appropriate use, maintenance, storage or assembly; or where

(ii). the failure has been as a result of deliberate or negligent actions of the Purchaser; or where

(iii). the failure arses from general wear and tear which could be reasonably expected during the use of the particular type of Goods; or where

(iv). the failure arises as a result of a modification made to the Goods by the Purchaser which has not been approved or endorsed by the Seller.

III. Risk

The risk in respect of the Goods shall transfer from the Seller to the Purchaser as soon as the Seller receives full payment for the Goods in accordance with the relevant subsection below (Payment).

IV. Title

Subject to the provisions relating to the resale of the goods, the title in respect of the Goods shall pass from the Seller to the Purchaser as soon as the Seller receives full payment for the Goods in accordance with relevant subsection below (Payment). Until the title has passed to the Purchaser (save in the cases of any resale of the goods as per the subsection below), the Purchaser must:

(a). keep the Goods in the condition they were in upon collection; and

(b). store the Goods in a location where they can be readily be identified from other Goods held by the Purchaser; and

(c). not remove the packaging on the Goods.

V. Resale of the Goods

The Purchaser may use or resell the Goods:

(a). within the course of its business and not in any capacity as an agent; and

(b). in the case of any resale, the title to the Goods shall pass to the Purchaser immediately before the time of resale; and

(c). the Seller may exclude the Purchaser's right to resell at any time prior to the title passing to the Purchaser, by serving written notice, and upon receipt of any such notice the Purchaser must properly return the relevant Goods.

7. Prices and Payment

I. Price of Goods

The Price of the Goods:

(a). at the time of making this Agreement are set out in Schedule One (the Prices); and

(b). the Prices are inclusive of VAT. The Purchaser must ensure that VAT is paid (and any other applicable taxes) wherever applicable to any order under this agreement; and

(c). the Prices are inclusive of packaging costs.

II. Payment

In relation to the payment for the Goods:

(a). the Seller shall issue an invoice at any time after collection has taken place; and

(b). payment should be made in the following way: ________.

(c). the Purchaser must pay each invoice in full within ________ business DAY of receiving the invoice (the Payment Deadline); and

(d). time is of the essence in relation to Purchaser's obligation to make payment on the Payment Deadline; and

(e). the Purchaser shall be liable to pay interest to the Seller which shall accrue:

(i). each day after the Payment Deadline until payment has properly been made; and

(ii). the interest on any sums due by the Seller shall be set at the yearly rate of ________% (________ percent) above the Base Rate at that time, or zero, whichever is higher; and

(iii). any interest charged by the Seller under this subsection shall not prejudice any additional rights of the Seller.

8. Termination

I. Permitted Grounds for Termination

This Agreement may only be terminated in accordance with the provisions set out in this subsection.

(a). This Agreement may be terminated with immediate effect by one party serving notice in writing to the other party where the other party has committed a material breach of a term to this Agreement and the breach is not remediable.

(b). This Agreement may be terminated with immediate effect by one party serving notice in writing to the other party has committed a material breach of a term to this Agreement which is remediable and:

(i). the party serving the notice has already served a notice of breach, setting out the remedies required; and

(ii). the other party has, having received the notice of breach, failed to remedy the breach within the required timeframe.

(c). The Agreement may be terminated at any time during the term, by either party giving written notice of no less than ________ business DAY to the other party.

(d). The Agreement may be terminated with immediate effect by the Seller serving written notice upon the Purchaser where:

(i). the provisions apply in relation to a failure of the Purchaser to meet the payment obligations under the Agreement as defined in the relevant subsection above (Payment); and where

(ii). the payments have remained in default for a period of more than fifteen business DAYS after the Payment Deadline.

(e). The Agreement may be terminated with immediate effect by the Purchaser serving written notice upon the Seller where the relevant provisions apply in relation a failure of the Seller to meet the timeframe for collection of an order as defined in the relevant subsection above (Collection of Orders).

(f). The Agreement may be terminated with immediate effect by the Purchaser serving written notice upon the Seller where:

(i). the Seller is unable to or ceases to pay its debts (under the definition provided by section 123 of the Insolvency Act 1986); or

(ii). the Seller has obtained a moratorium under Part A1 of the Insolvency Act 1986; or

(iii). the Seller becomes the subject of a Company Voluntary Arrangement under the Insolvency Act 1986; or

(iv). the Seller becomes the subject of a scheme arrangement under Part 26 of the Companies Act 2006; or

(v). the Seller becomes the subject of a restructuring plan under Part 26A of the Companies Act 2006; or

(vi). The Seller passes a resolution, or has an order made for, the appointment of a receiver; or

(vii). the Seller passes a resolution, or an order made for, its winding up.

(g). The Agreement may be terminated with immediate effect by the Seller serving written notice upon the Purchaser where:

(i). the Purchaser is unable to or ceases to pay its debts (under the definition provided by section 123 of the Insolvency Act 1986); or

(ii). the Purchaser has obtained a moratorium under Part A1 of the Insolvency Act 1986; or

(iii). the Purchaser becomes the subject of a Company Voluntary Arrangement under the Insolvency Act 1986; or

(iv). the Purchaser becomes the subject of a scheme arrangement under Part 26 of the Companies Act 2006; or

(v). the Purchaser becomes the subject of a restructuring plan under Part 26A of the Companies Act 2006; or

(vi). The Purchaser passes a resolution, or has an order made for, the appointment of a receiver; or

(vii). the Purchaser passes a resolution, or an order made for, its winding up.

(h). In the event that an event constituting a Force Majeure prevents either party from fulfilling its obligations under this agreement for a period of more than TWO consecutive months, the agreement may be terminated immediately by other party serving written notice upon the party which has been affected by the Force Majeure.

II. Post Termination Rights

Upon termination of this Agreement, howsoever caused:

(a). the Seller shall ensure that all outstanding invoices are processed and sent to the Purchaser; and

(b). the Purchaser shall ensure that all invoices provided by the Seller under this Agreement are paid in accordance with the timeframes as defined in the relevant subsection above (Payment); and

(c). each party must ensure that they return to the other party all materials and equipment which have been provided to them under this Agreement within ten business DAYS of the termination; and

(d). all rights and liabilities properly accrued by both parties under the Agreement will survive termination; and

(e). the following sections shall survive the termination:

(i). the relevant section relating to the service of documents (Notices), save in the case of any litigation or arbitration; and

(ii). the relevant section relating to the liability of the parties (Liability); and

(iii). the relevant section relating to the confidentiality obligations of the parties (Confidentiality); and

(iv). The relevant subsections relating to Severance, Third Party Rights and Waivers; and

(v). The relevant subsections relating to the Jurisdiction and Governing Law of the Agreement and

(vi). All relevant parts setting out the data protection obligations of the parties.

9. Liability

I. Limitations

Any liability under this Agreement shall, subject to the provisions set out in the subsection (Unlimited Liabilities) below, be limited to the following limitations:

(a). the liability of the Seller shall be limited to the total amount of: £________ (________); and

(b). the liability of the Purchaser shall be limited to the total amount of: £________ (________); and

(c). neither party will be liable to the other party for any consequential, indirect or special losses; and

(d). neither party will be liable to the other party for any direct or indirect:

(i). loss of profit; or

(ii). loss of sales; or

(iii). loss of data, information or software; or

(iv). damage to reputation; or

(v). loss of goodwill.

II. Unlimited Liabilities

The limitations set out in the subsection (Limitations) above, shall not be applicable:

(a). for any liability which cannot be limited by law. This includes any liability incurred for:

(i). death or personal injury arising by way of negligence; or

(ii). fraud or fraudulent misrepresentation; or

(iii). any breach to section 2 of the Consumer Protection Act 1987; or

(iv). any breach of the obligations implied under section 2 of the Sale of Goods Act 1979 (as amended).

(b). where one party incurs a loss as a result of the other party's wilful misconduct.

(c). in relation to any payments, debts and interest due by the Purchaser in accordance with the relevant subsection (Payment) above.

III. Force Majeure

Where either party is unable to perform its obligations under the Agreement as a result of an event which constitutes a Force Majeure:

(a). they shall not be liable in respect of those obligations and any such failure to perform in respect of the Agreement shall not constitute a breach of contract; and

(b). the affected party must within five business DAYS from the start of the event, provide a notice to the other party:

(i). setting out the details of the Force Majeure event; and

(ii). providing a revised timeframe within which the affected party shall be able to fulfil its obligations.

IV. Indemnity

The Seller shall indemnify the Purchaser against:

(a). all liability relating to any Intellectual Property Right claim made by a third party in relation to the Goods; and

(b). any claim made against the Purchaser from a third party relating to a fault, defect or harm caused by the Goods which has arisen as a result of the Seller's failure to meet the terms of this Agreement; and

(c). any claim made against the Purchaser from a third party relating to a fault, defect or harm caused by the Goods which has arisen as a result of the Seller's failure to meet the applicable standards of the Goods as required by all relevant laws and regulatory requirements; and

(d). in the event that any such claim is made as described in this subsection, the Purchaser must:

(i). notify the Seller in writing (together with all relevant documentation) within two business DAYS; and

(ii). provide the Seller with all reasonable assistance and relevant information to enable the Seller to respond to and deal with all matters in relation to the claim.

(e). the indemnities in this subsection shall not apply where the Purchaser has modified the Goods in a manner which is not approved by the Seller.

10. Confidentiality

I. Permitted Use

Confidential Information provided from one party to another party under this agreement:

(a). may only be used in order to fulfil obligations under the Agreement or in order to carry out a task or action permitted by the Agreement; and

(b). each party retains its exclusive rights over and ownership of any Confidential Information it shares with the other party under this Agreement.

II. Disclosure of Confidential Information

Each party undertakes that it shall not disclose Confidential Information belonging to the other party to another other person whilst this Agreement is in force and for a period of ________ YEAR after the Agreement terminates, howsoever caused, save for in the following circumstances:

(a). where that other party is required to disclose the Confidential Information to a third party in order to comply with a legal obligation; or

(b). where it is necessary for that other party to share the Confidential Information with its workforce to enable it to comply with obligations under this contract, those additional persons being bound by the same duty of confidentiality as the parties to this agreement.

11. Other Provisions

I. Data Protection

Both parties must comply with their obligations relating to the lawful processing of personal data which are detailed at Schedule Two below.

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III. Severance

Each section and subsection in this Agreement exists independently and separately from the rest of the in the Agreement. Where any section, subsection, term or provision of this Agreement is held to be unenforceable, it shall not impact the enforceability and validity of the remainder of the Agreement.

IV. Third Party Rights

This Agreement does not confer any rights to any third parties under the Contracts (Rights of Third Parties) Act 1999.

V. Variations

The terms of this Agreement may not be amended unless they are mutually agreed in writing with the authorised signature of both parties.

VI. Waivers

The rights and remedies of a party under this Agreement:

(a). may only be relinquished by way of a waiver where it is given in writing with the authorised signature of the relevant party; and

(b). cannot be treated as relinquished by way of a waiver by virtue of any delay in that party exercising the right or remedy; and

(c). cannot be treated as relinquished by way of a waiver by virtue of the partial exercise of another right or remedy available to that party.

VII. Entire agreement

The Agreement shall:

(a). constitute the entirety of the agreement, obligations and duties between the parties; and

(b). it is therefore agreed by the parties that this Agreement supersedes and takes precedence over any previous agreements, promises, discussions and understandings between the parties; and

(c). it is further agreed that neither party shall have a claim for negligent or innocent misrepresentation on the basis of any statement in this Agreement.

VIII. Governing Law

This agreement shall be governed by and in accordance with the laws of England and Wales.

IX. Jurisdiction

The Parties agree that the Courts of England and Wales shall have exclusive jurisdiction in connection with any dispute or claim in respect of this Agreement.

Signature of the Seller

Executed on ________ by ________ by affixing its common seal:

and by the authorised signature of:

SIGNATURE:

_______________________

________

(________)

Signature of the Purchaser

Executed on ________ by ________ by affixing its common seal:

and by the authorised signature of ________

SIGNATURE:

_______________________

(________)

SCHEDULE ONE

THE GOODS

AS OF:

________

A schedule of the products (title, description, reference number and price) is attached below.

SCHEDULE TWO

RULES RELATING TO THE PROCESSING OF PERSONAL DATA

1. Definitions and interpretations

The Data Protection Laws and connected terminology are defined in the agreement above.

2. Scope

Subject matter

The processing of Personal Data under this Agreement relates to:

________

Duration

The processing of Personal Data has the following duration:

________

Nature

The processing of Personal Data shall be undertaken by:

________

Purpose

The purpose for which Personal Data is processed is:

________

Type of Personal Data

The types of Personal Data which shall be processed is:

________

Categories of Data Subjects

Personal Data will be processed and collected from:

________

3. Roles and Obligations

The purpose of this Schedule is to confirm the roles and obligations which are relevant to the Agreement. The Schedule does not replace or alter the legal obligations of both parties as set out within the Relevant Legal Provisions. Under this agreement:

(a). the Data Controller is the Seller. The Data Processor is the Purchaser.

(b). Both parties must comply with the Relevant Legal Provisions when processing Personal Data.

(c). It is the obligation of the Controller to ensure that it holds all required policies and notices relating to the processing of Personal Data.

(d). It is the responsibility of the Data Processor to:

(i). ensure any personal data is processed in connection with or arising out of this Agreement is processed only upon the documented instruction of the Data Controller; and

(ii). notify the Data Controller as soon as is reasonably practicable of any Data Breach and assist the Data Controlling in reporting any Data Breaches to data subjects and/or the supervisory body wherever appropriate; and

(iii). Assist the Data Controller to maintain the rights of Data Subjects; and

(vi). assist and enable the Data Controller in complying with lawful requests made by any Data Subjects; and

(v). assist the Data Controller in meeting its obligations to carry out data Protection Impact Assessments wherever necessary; and

(vi). provide the Data Controller with all information required to demonstrate compliance with the Relevant Legal Provisions; and

(vii). assist and contribute towards all audits and inspections undertaken by the Data Controller or any properly authorised auditor; and

(viii). properly dispose of all personal data on the occasion of the lawful termination of this Agreement, at the written instruction of the Data Controller (save in those circumstances where it is required to be retained by the Data Processor by law); and

(ix). properly dispose of all personal data on the occasion of the lawful termination of this Agreement, at the written instruction of the Data Controller (save in those circumstances where it is required to be retained by the Data Processor by law); and

(xi). ensure that no Personal Data is transferred outside of the United Kingdom; and

(xii). ensure that Personal Data is not provided to any sub-processor unless specifically instructed to do so by the Data Controller and unless a written agreement is formed between the Data Processor and any approved sub-processor; and

(xiii). ensure all persons (including, but not limited to, any agents, personnel, staff and employees) involved in the processing of the Personal Data maintain the proper confidentiality of the Personal Data; and

(xiv). ensure that appropriate security measures are put in place to protect personal data, specifically to include:

________