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Sale Of Goods Agreement for the United Kingdom

Sale Of Goods Agreement Template for England and Wales

A Sale of Goods Agreement is a legally binding contract governed by English and Welsh law that establishes the terms and conditions for the sale and purchase of goods between parties. It covers essential elements including product specifications, pricing, delivery terms, warranties, and risk transfer. The agreement is primarily governed by the Sale of Goods Act 1979 and, where applicable, the Consumer Rights Act 2015, providing a comprehensive framework for commercial transactions involving the transfer of goods.

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What is a Sale Of Goods Agreement?

A Sale of Goods Agreement is essential for any transaction involving the transfer of goods from a seller to a buyer. This contract type is particularly important in England and Wales, where it provides legal certainty and protection for both parties. The agreement should be used whenever there is a significant sale of goods, especially in business-to-business transactions. It typically includes detailed provisions about the goods, price, delivery, warranties, and risk allocation, all aligned with the requirements of the Sale of Goods Act 1979 and related legislation.

What sections should be included in a Sale Of Goods Agreement?

1. Parties: Identification and details of the seller and buyer

2. Background: Context of the agreement and brief description of the transaction

3. Definitions: Key terms used throughout the agreement

4. Description of Goods: Detailed specification of goods being sold

5. Price and Payment: Purchase price, payment terms, and payment method

6. Delivery: Delivery terms, timing, and logistics

7. Title and Risk: Transfer of ownership and risk in goods

8. Warranties: Quality and conformity warranties

9. Limitation of Liability: Limitations on parties' liability and exclusions

10. Term and Termination: Duration of agreement and termination provisions

11. Governing Law and Jurisdiction: Law governing the agreement and courts having jurisdiction

What sections are optional to include in a Sale Of Goods Agreement?

1. Inspection and Testing: Procedures for quality checking of goods before acceptance - used for complex or technical goods

2. Installation: Terms regarding installation of goods - used when equipment or machinery requires installation

3. Training: Provisions for training buyer's personnel - used for complex equipment or systems

4. Intellectual Property: IP rights and licenses - used for software or branded goods

5. Compliance with Laws: Specific compliance obligations - used when goods are regulated or require specific certifications

6. Insurance: Insurance requirements - used for high-value goods or when specific risks need coverage

What schedules should be included in a Sale Of Goods Agreement?

1. Schedule 1 - Specification of Goods: Detailed technical specifications and requirements of the goods

2. Schedule 2 - Pricing Schedule: Detailed pricing breakdown and payment milestones

3. Schedule 3 - Delivery Schedule: Detailed delivery timelines and locations

4. Schedule 4 - Warranty Terms: Detailed warranty conditions and procedures

5. Schedule 5 - Service Level Agreement: Performance standards and metrics for any ongoing support or maintenance

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

England and Wales

Publisher

Ƶ

Document Type

Contract to Sell

Cost

Free to use
Relevant legal definitions























Clauses






























Industries

Sale of Goods Act 1979: Core legislation governing sale of goods contracts in England and Wales. Defines key terms like 'goods,' 'sale,' and 'agreements to sell'. Contains implied terms about quality, fitness for purpose, and description of goods.

Consumer Rights Act 2015: Key legislation for business-to-consumer (B2C) transactions. Supersedes Sale of Goods Act for consumer contracts. Provides enhanced consumer protections and defines quality standards and remedies.

Supply of Goods and Services Act 1982: Legislation governing contracts that combine both goods and services. Relevant when the sale of goods agreement includes service elements.

Unfair Contract Terms Act 1977: Regulates the limitation and exclusion of liability in contracts. Controls unfair terms and provides restrictions on what can be excluded in contract terms.

Consumer Contracts Regulations 2013: Governs distance selling and electronic commerce for B2C transactions. Covers cancellation rights and information requirements for consumers.

Competition Act 1998: Ensures the agreement complies with competition law and doesn't contain anti-competitive provisions.

UN Convention on Contracts for the International Sale of Goods (CISG): International treaty governing cross-border sale of goods. While UK is not a signatory, relevant for international trade context and understanding parallel frameworks.

Common Law Principles: Body of case law and fundamental contract principles covering formation, interpretation, and breach of contracts, including concepts of offer, acceptance, consideration, and intention to create legal relations.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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