Terms and Conditions for Sale of Goods

The document titled 'Terms and Conditions for Sale of Goods' is a comprehensive agreement that outlines the terms and conditions governing the sale of goods between the buyer and the seller. This document is of utmost importance as it serves as a legally binding contract that protects the rights and interests of both parties involved in the transaction.

 

The document begins with an interpretation section, which provides definitions for key terms used throughout the agreement. This ensures clarity and avoids any potential misunderstandings. The definitions cover important terms such as buyer, products, seller, conditions, contract, and writing.

 

The contract section states that these conditions will govern each contract to the exclusion of any other terms and conditions. It emphasizes that any variations to these conditions must be agreed upon in writing by the authorized representatives of both the buyer and the seller.

 

The document also addresses quotations, stating that they are an invitation to treat and not an offer. It clarifies that the seller's employees or agents are not authorized to make any representations concerning the products unless confirmed in writing by the seller. It further states that any advice or recommendation given by the seller regarding the products must be confirmed in writing to be valid.

 

The orders and specifications section outlines the process for submitting orders and specifies that the buyer is responsible for ensuring the accuracy of the order and providing necessary information to the seller. It also covers intellectual property rights, stating that all rights in connection with the products' intellectual property belong to the seller. If the products are manufactured according to the buyer's specifications, the buyer must indemnify the seller against any claims of infringement.

 

The price section specifies how the price of the products is determined and includes provisions for price increases, ex-works delivery, and VAT/sales tax. It also addresses the cost of pallets and returnable containers if applicable.

 

The payment section outlines the time of invoice, prompt payment discount, and time of payment. It states that the buyer must pay the price of the products within a specified number of days from the date of the seller's invoice. It also includes provisions for unpaid sums and the seller's right to charge interest on overdue payments.

 

The delivery section covers the place and time of delivery, bulk deliveries, and installments. It states that the risk of damage or loss of the products passes to the buyer upon delivery. It also addresses the buyer's responsibility to examine the products on delivery and notify the seller of any defects or short delivery.

 

The risk and property section clarifies that the property in the products does not pass to the buyer until full payment has been received by the seller. It also outlines the buyer's responsibilities as a bailee of the products until the property passes.

 

The limitation of liability section includes a warranty for the products and excludes liability for any loss or damage arising from the supply or use of the products, except in cases of death or personal injury caused by the seller's negligence.

 

The intellectual property section emphasizes that all intellectual property rights in connection with the products remain vested in the seller. It also includes provisions for indemnification in case of third-party claims.

 

The confidentiality section requires the buyer to treat any confidential information provided by the seller as confidential and not disclose it without prior written consent.

 

The termination and suspension section outlines the seller's right to terminate or suspend the contract in certain circumstances. It also includes provisions for the consequences of termination, such as payment for products supplied prior to termination.

 

The export terms section applies when the products are supplied for export and includes provisions for incoterms, buyer's responsibility, and letter of credit.

 

The general section covers various aspects, including the seller's group, notices, waiver, severance, assignment, survival of terms, and governing law and arbitration.

 

Overall, this document provides a comprehensive framework for the sale of goods, ensuring clarity, protection of rights, and a fair business relationship between the buyer and the seller.

How to use this document?

1. Review the document carefully to understand its terms and conditions.

2. Ensure that the buyer's and seller's information is accurately entered in the agreement, including their principal place of business. This will help identify both parties clearly.

3. Specify the agreed price and completion date of the work to be carried out by the seller. This will ensure that both parties are aware of the expectations and deadlines.

4. Clearly describe the type(s) of products to be provided by the seller. This ensures that both parties are aware of the scope of the products and can avoid any misunderstandings.

5. Agree on the length of warranty and time of payment after the delivery of the products. This ensures that both parties are aware of the payment terms and the length of the warranty.

6. If the products are not delivered within the agreed time, specify the amount of damages that the buyer is entitled to. This ensures that both parties are aware of the consequences of late delivery.

7. If the buyer requires any specific specifications for the products, ensure that the buyer provides the necessary information to the seller in a timely manner.

8. Comply with all applicable laws and regulations regarding the importation, purchase, and use of the products.

9. Keep records of all transactions and communications related to the sale of goods.

10. In case of any disputes or disagreements, refer to the governing law and arbitration clause for resolution.

11. Seek legal advice if needed to ensure compliance with all legal requirements and to protect your rights and interests as a buyer or seller.