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Commercial Sales Agreement for the United States

Commercial Sales Agreement Template for United States

A Commercial Sales Agreement is a legally binding contract governed by U.S. law that establishes the terms and conditions for the sale of goods between commercial parties. It is primarily governed by the Uniform Commercial Code (UCC) and relevant state laws, detailing specifications, pricing, delivery terms, warranties, and obligations of both parties. This agreement serves as the foundation for business-to-business sales transactions and includes provisions for risk allocation, payment terms, and dispute resolution.

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What is a Commercial Sales Agreement?

The Commercial Sales Agreement is essential for businesses engaging in the sale and purchase of goods within the United States. This document is particularly crucial when transactions involve substantial value, recurring purchases, or complex delivery arrangements. It provides comprehensive coverage of all aspects of the sale, including product specifications, warranties, risk transfer, and compliance with the UCC. The agreement helps prevent disputes by clearly defining each party's rights and obligations, while ensuring compliance with federal and state commercial laws.

What sections should be included in a Commercial Sales Agreement?

1. Parties: Identification and details of the contracting parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Product Description: Detailed description of goods being sold including specifications and quantities

5. Price and Payment Terms: Pricing, payment schedule, methods, and any volume-based discounts

6. Delivery Terms: Shipping arrangements, delivery timeline, transfer of risk and title

7. Warranties: Product warranties, quality guarantees, and warranty disclaimers

8. Term and Termination: Duration of agreement and conditions for termination

9. Governing Law: Applicable jurisdiction and dispute resolution mechanisms

What sections are optional to include in a Commercial Sales Agreement?

1. International Trade Terms: Provisions for cross-border sales including Incoterms, import/export requirements

2. Intellectual Property: Rights and protections related to proprietary technology or branding

3. Confidentiality: Non-disclosure provisions and protection of sensitive information

4. Force Majeure: Provisions for unforeseeable circumstances affecting contract performance

What schedules should be included in a Commercial Sales Agreement?

1. Schedule A - Product Specifications: Detailed technical specifications and requirements for products

2. Schedule B - Pricing Schedule: Comprehensive pricing structure including volume discounts and special pricing terms

3. Schedule C - Quality Standards: Required quality measures, testing procedures, and acceptance criteria

4. Schedule D - Service Level Agreement: Performance metrics and standards for any associated services

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

United States

Publisher

Ƶ

Cost

Free to use
Clauses





























Industries

Uniform Commercial Code (UCC): Primary law governing sales of goods in the US, particularly Article 2, which covers contract formation, performance, warranties, title transfer, and remedies for breach

State-Specific Contract Laws: Individual state variations of contract laws, including state-specific UCC implementations, Statute of Frauds requirements, and consumer protection regulations

Federal Trade Laws: Including Magnuson-Moss Warranty Act, Federal Trade Commission Act, Robinson-Patman Act, and Clayton Act, governing warranties, fair trade practices, and anti-competitive behavior

International Trade Laws: Including CISG, import/export regulations, and international trade agreements, applicable when dealing with international commercial transactions

Industry-Specific Regulations: Specialized rules for particular industries including FDA regulations, Consumer Product Safety Commission rules, and environmental protection regulations

Data Protection and Privacy Laws: State and federal privacy regulations, including CCPA for California-related transactions, governing the handling of personal and business data

Electronic Commerce Laws: E-SIGN Act and UETA, governing electronic signatures and digital transactions in commercial agreements

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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