Sample One-Time Sale of Goods Agreement Template for MN Businesses

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One-Time Sale of Goods Agreement

This CONTRACT FOR SALE OF GOODS is made this __ day of _______, 20__ by and between ______________, a [STATE OF ORGANIZATION OR RESIDENCE] [CORPORATION/PARTNERSHIP/SOLE PROPRIETORSHIP/RESIDENT], with its principal place of business at [COMPLETE ADDRESS], (“Seller”) and ___________, a [STATE OF ORGANIZATION OR RESIDENCE] [CORPORATION/PARTNERSHIP/SOLE PROPRIETORSHIP/RESIDENT], with its principal place of business at [COMPLETE ADDRESS] (“Buyer”) for the purchase of the goods described below:

1. TERMS. Seller shall deliver to the Buyer on or before _____Day of (MONTH), (YEAR) the following goods:

Item #__________________


Price___________________ Total $_______________

2. NOTICE. Buyer shall give Seller _____ days’ advance notice regarding any change to the quantity/item requested for delivery. Seller shall refund any extra payment accordingly.

3. RISK OF LOSS. The risk of loss from any casualty to the Goods, regardless of the cause, shall be incurred by Seller until the Goods have been a delivered by the Buyer.

4. ACCEPTANCE. Buyer shall have the right to inspect the goods upon receipt, and within __ business days after delivery Buyer shall give notice to Seller of any claim for damages on account of condition, quality, or grade of the goods. Buyer shall specify the basis of the claim in detail. Failure of Buyer to comply with these conditions will constitute irrevocable acceptance of the goods by Buyer. All notices between the parties must be in writing and delivered by courier or by certified mail, return receipt requested.

5. CHARGES. Seller shall invoice Buyer upon and for each shipment. Buyer shall pay for the total sale amount $_________________ in $___ equal payments over the course of the_____ months following acceptance of the goods delivered. The first payment shall be due __ day of _______, 20__ , with equal payments to follow the same day the next month for ___months. Any late payment shall bear a late charge of ___%. If Seller undertakes collection or enforcement efforts, Buyer shall be liable for all costs thereof, including attorney fees.

6. WARRANTY. Seller warrants that the goods sold hereunder are free from substantial defects in workmanship and materials. Seller’s liability under the foregoing warranty is limited to replacement of goods or repair of defects or refund of the purchase price at Seller’s sole option. No other warranty, express or implied, is made by Seller, and none shall be imputed or presumed.

7. WARRANTY OF TITLE. Seller warrants that at the time of signing this agreement, Seller neither knows nor has reason to know of the existence of any outstanding title or claim of title hostile to rights of the Seller in the goods.

8. TAXES. All sales taxes, tariffs, and other governmental charges shall be paid by Buyer and are Buyer’s Responsibility Except As Limited By Law.

9. GOVERNING LAW. This Contract shall be governed by the laws of the State of _______. Any disputes hereunder will be heard in the appropriate federal and state courts located in [NAME OF COUNTY], [STATE].

10. FORCE MAJEURE. Seller may, without liability, delay performance or cancel this Contract on account of force majeure events or other circumstances beyond its control, including, but not limited to, strikes, acts of God, political unrest, embargo, failure of source of supply, or casualty.

11. MISCELLANEOUS. This Contract contains the entire agreement between the parties and supersedes and replaces all such prior agreements with respect to matters expressly set forth herein. No modification shall be made to this Contract except in writing and signed by both parties. This Contract shall be binding upon the parties and their respective heirs, executors, administrators, successors, assigns and personal representatives.

12. ENTIRE AGREEMENT. The parties intend this writing to be the final expression of the terms of their agreement and further intend that this writing be the complete and exclusive statement of all the terms of their agreement.

13. ATTORNEY FEE PROVISION. In any litigation, arbitration, or other proceeding by which one party either seeks to enforce its rights under this Sales Contract or seeks a declaration of any rights or obligations under this Sales Contract, the prevailing party shall be awarded reasonable attorney fees, together with any costs and expenses, to resolve the dispute and to enforce the final judgment.


(s)__________________ dated_____________



COUNTY OF ________


(s)__________________ dated_____________



COUNTY OF ________

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