Buyer-Friendly Sales Contract Template
SALES CONTRACT
This Sales Contract (hereinafter referred to as the "Contract") is made and entered into on [Effective Date] (the "Effective Date"), by and between:
[Seller Legal Name], a company duly organized and existing under the laws of [Country], having its registered office at [Seller Registered Address], represented by [Seller Representative Name], acting in the capacity of [Seller Representative Title] (hereinafter referred to as the "Seller"); and
[Buyer Full Name], an individual residing at [Buyer Residential Address], acting in the capacity of a consumer and not in the course of any trade, business, craft or profession (hereinafter referred to as the "Buyer").
The Seller and the Buyer shall hereinafter be referred to individually as a "Party" and collectively as the "Parties".
WHEREAS, the Seller is engaged in the business of selling and supplying goods of the nature described herein and holds itself out as possessing the necessary expertise, resources and licenses to supply such goods in the ordinary course of its business;
WHEREAS, the Buyer, acting in the capacity of a consumer, desires to purchase the Goods described in this Contract for personal, domestic or household use and not for resale or any commercial purpose;
WHEREAS, the Parties have entered into negotiations and have agreed upon the terms, conditions, warranties and covenants hereinafter set forth, which shall govern the sale and purchase of the Goods;
NOW, THEREFORE, in consideration of the mutual covenants, obligations and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.
Definitions and Interpretation
In this Contract, unless the context otherwise requires, the following terms shall have the meanings ascribed to them below, and such terms, when used throughout this Contract with initial capital letters, shall be construed accordingly.
"Goods" shall mean the tangible movable items described in Section 4 of this Contract, including any and all parts, components, accessories, packaging, labels, manuals, documentation and ancillary materials supplied or intended to be supplied by the Seller to the Buyer pursuant to this Contract, together with any replacement items furnished by the Seller in the performance of its obligations hereunder.
"Delivery" shall mean the physical handing over of the Goods to the Buyer or to a person nominated in writing by the Buyer at the Place of Delivery, in such a manner that the Buyer obtains actual possession and control over the Goods, as further particularized in Section 7 hereof.
"Place of Delivery" shall mean the Buyer's residential premises located at [Buyer Delivery Address], or such other address within [Country] as the Buyer may designate in writing not less than [Number] days prior to the scheduled Delivery Date.
"Purchase Price" shall mean the total consideration payable by the Buyer to the Seller for the Goods, as set forth in Section 5 of this Contract, inclusive of any applicable taxes, duties, levies and ancillary charges, and expressed in [Currency].
"Deposit" shall mean the partial advance payment to be remitted by the Buyer to the Seller upon the execution of this Contract, equal to [Percentage] percent of the Purchase Price or [Amount] in [Currency], whichever is specified in Section 5 hereof.
"Business Day" shall mean any day other than a Saturday, Sunday or public holiday on which commercial banks are generally open for business in [Country].
Words importing the singular shall include the plural and vice versa; words importing one gender shall include all genders; references to a Section or clause are to a Section or clause of this Contract; and headings are inserted for convenience only and shall not affect the construction or interpretation of this Contract.
In the event of any ambiguity or inconsistency in the provisions hereof, such ambiguity or inconsistency shall be resolved in favor of the Buyer as consumer, and no provision shall be construed against the Buyer by reason of the Buyer having participated in the drafting hereof.
Subject Matter of the Contract
The Seller hereby undertakes to sell, deliver and transfer title to the Goods described in Section 4 to the Buyer, and the Buyer hereby undertakes to accept and pay for the Goods in accordance with the terms, conditions, warranties and covenants set forth in this Contract.
The subject matter of this Contract is the sale and purchase of the Goods for the personal, domestic or household use of the Buyer, and the Parties expressly acknowledge that the Buyer enters into this Contract in the capacity of a consumer, whereas the Seller enters into this Contract in the capacity of a professional trader acting in the ordinary course of its business.
The Seller shall supply the Goods in the quantity, quality, specification, condition and configuration described in Section 4, free from any liens, encumbrances, security interests, third-party claims or defects in title, and in a condition fit for the ordinary purposes for which goods of the same description are commonly used, as well as for any particular purpose made known by the Buyer to the Seller prior to the execution of this Contract.
The Seller represents and warrants that it possesses full legal right, power and authority to sell the Goods and to perform all obligations contemplated by this Contract, and that no consent, approval or authorization of any third party is required for the Seller's performance hereunder which has not already been duly obtained.
Any additional goods, services, installation, assembly, configuration or ancillary performance not expressly described in Section 4 shall not be included within the scope of this Contract unless and until the Parties execute a written amendment hereto in accordance with Section 17.
The obligations of the Seller under this Contract are of the essence, and time shall be of the essence with respect to all dates and periods set forth herein as they pertain to the Seller's performance.
Inspection and Acceptance
Upon Delivery, the Buyer shall be entitled, but not obliged, to inspect the Goods for a period of not less than [Number] days from the date of Delivery (the "Inspection Period") in order to ascertain their conformity with the description, quantity, quality and specifications set forth in Section 4 and with the warranties set forth in Section 10.
The Buyer shall be under no obligation to conduct a technical, destructive or specialist inspection, and any inspection undertaken shall be of such nature and extent as is reasonable for a consumer purchaser acting with ordinary diligence; the Buyer's failure to detect any latent defect, non-conformity or deficiency during the Inspection Period shall in no way prejudice the Buyer's rights under this Contract or under the applicable consumer protection law.
Should the Buyer, during the Inspection Period or at any time thereafter within the warranty period set forth in Section 10, discover any non-conformity, defect, shortage, damage, mis-description or deviation from the agreed specifications, the Buyer shall notify the Seller in writing in accordance with Section 14, specifying with reasonable particularity the nature of the non-conformity.
Acceptance of the Goods shall be deemed to occur only upon the expiry of the Inspection Period without the Buyer having given notice of rejection or non-conformity, provided always that such deemed acceptance shall not operate to deprive the Buyer of any remedy in respect of latent defects, defects not reasonably discoverable upon ordinary inspection, or breaches of the Seller's warranties and guarantees under Section 10.
The mere signing of a delivery note, waybill, courier receipt or similar document by the Buyer or by any person at the Place of Delivery shall constitute acknowledgement of physical receipt only and shall not, under any circumstances, be construed as acceptance of the Goods as conforming to this Contract.
If any Goods are rejected during the Inspection Period, the Seller shall, at its sole cost and expense, including the costs of collection, transportation, insurance and reinstatement, promptly remove the rejected Goods from the Place of Delivery and provide the remedies set forth in Section 6.
The exercise or non-exercise by the Buyer of any inspection right under this Section shall not operate as a waiver of any other right or remedy available to the Buyer under this Contract or at law.
Description of the Goods
The Goods to be supplied by the Seller under this Contract shall consist of the following items: [Description of Goods], having the brand, model, serial number, size, color, grade and specifications set forth as follows: [Detailed Specifications].
The quantity of the Goods to be supplied is [Quantity] units, together with all standard accessories, components, consumables, documentation, user manuals, warranty cards, certificates of conformity and other items ordinarily supplied with goods of the type and description specified above.
The Goods shall be new, unused, of first quality, and of current production, free from manufacturing defects, design defects and defects in materials and workmanship, and shall conform in all respects to any samples, models, specifications, drawings, catalogues, advertisements or representations made available or communicated by the Seller to the Buyer prior to the execution of this Contract.
The Goods shall be packaged, labelled and marked in accordance with the Seller's standard packaging practices and in a manner appropriate to protect the Goods against damage, deterioration or loss during handling, storage and transit until Delivery to the Buyer.
The Seller warrants that the Goods comply with all mandatory safety, health, environmental, labelling and consumer-protection standards applicable in [Country] at the time of Delivery, and that the Goods bear all markings, declarations and certifications required by applicable law.
Any variation, substitution or modification of the Goods, including but not limited to changes in brand, model, specification, quantity or color, shall require the prior written consent of the Buyer, and the Seller shall not be entitled to deliver goods of a different description or specification in purported fulfilment of its obligations hereunder.
Price and Payment Terms
The total Purchase Price for the Goods shall be [Amount] in [Currency], which sum is inclusive of all applicable taxes, duties, levies, delivery charges, insurance, packaging costs and any and all other costs and expenses incurred by the Seller in the performance of this Contract, such that no additional charges whatsoever shall be payable by the Buyer beyond the Purchase Price.
The Purchase Price shall be paid by the Buyer to the Seller in the following manner: (i) a Deposit in the amount of [Deposit Amount] in [Currency], representing [Percentage] percent of the Purchase Price, shall be paid by the Buyer upon the execution of this Contract or within [Number] Business Days thereafter; and (ii) the balance of the Purchase Price, amounting to [Balance Amount] in [Currency], shall be paid by the Buyer upon Delivery of the Goods at the Place of Delivery and following the Buyer's satisfactory initial inspection thereof.
Payment shall be made by any of the following methods, at the Buyer's option: bank transfer to the account designated in writing by the Seller, debit or credit card, electronic payment platform acceptable to both Parties, or cash on delivery, and the Seller shall not impose any surcharge or additional fee for the use of any such payment method.
The Seller shall issue a proper tax invoice or receipt in respect of each payment made by the Buyer, in compliance with applicable tax and consumer-protection legislation, and shall deliver such invoice or receipt to the Buyer promptly following receipt of the relevant payment.
If the Seller fails to deliver the Goods in accordance with this Contract, or if the Buyer validly rejects the Goods or terminates this Contract in accordance with Section 6 or Section 15, the Seller shall refund the Deposit and any other sums paid by the Buyer in full, without set-off or deduction, within [Number] Business Days of the Buyer's demand.
The Buyer shall be under no obligation to make the balance payment unless and until the Goods have been actually delivered at the Place of Delivery and the Buyer has had a reasonable opportunity to confirm their apparent conformity with this Contract.
All sums payable by the Seller to the Buyer under this Contract, including refunds, shall bear interest at the rate of [Interest Rate] percent per annum from the date due until the date of actual payment, without the need for any formal notice or demand.
Returns, Remedies and Non-Conformity
In the event that the Goods, or any part thereof, fail to conform to this Contract, whether as to description, quantity, quality, specification, title or any warranty given under Section 10, the Buyer shall be entitled, at the Buyer's sole election, to any one or more of the following remedies: (i) rejection of the non-conforming Goods and termination of this Contract with a full refund of all sums paid; (ii) requiring the Seller to repair the non-conforming Goods at the Seller's cost; (iii) requiring the Seller to replace the non-conforming Goods with conforming Goods at the Seller's cost; or (iv) requiring a proportionate reduction in the Purchase Price.
The Buyer's election of remedy shall be communicated to the Seller by written notice given in accordance with Section 14, and the Seller shall comply with the Buyer's election within [Number] days of receipt of such notice, failing which the Buyer shall be entitled to terminate this Contract and to recover damages in respect of such failure.
All costs associated with the return, collection, repair, replacement, re-delivery, insurance, dismantling, reinstallation and testing of non-conforming Goods shall be borne exclusively by the Seller, and the Buyer shall not be required to bear any such cost or to incur any inconvenience disproportionate to the nature of the non-conformity.
Where the Seller elects or is required to repair or replace the Goods, such repair or replacement shall be effected within a reasonable period not exceeding [Number] days, without significant inconvenience to the Buyer, and shall not deprive the Buyer of the warranty period set forth in Section 10, which shall be reset or extended in respect of the repaired or replacement Goods.
If, following attempted repair or replacement, the Goods remain non-conforming, or if repair or replacement is impossible, disproportionate or would cause significant inconvenience to the Buyer, the Buyer shall be entitled to terminate this Contract and to receive a full refund of the Purchase Price, together with reimbursement of all incidental and consequential expenses reasonably incurred.
The remedies set forth in this Section are in addition to, and not in derogation of, any statutory remedy available to the Buyer as a consumer, and nothing in this Contract shall be construed as excluding, limiting or restricting any such statutory remedy.
The Buyer shall, in addition to the remedies set forth above, be entitled to recover from the Seller all damages, losses, costs and expenses, including reasonable legal fees, suffered or incurred as a consequence of any breach by the Seller of this Contract.
Delivery and Place of Performance
The Seller shall deliver the Goods to the Buyer at the Place of Delivery, namely the Buyer's premises, on or before [Delivery Date] (the "Delivery Date"), during ordinary business hours and within such delivery window as shall be agreed between the Parties in writing in advance.
The Seller shall bear all risks, costs and expenses of transportation, loading, unloading, insurance in transit, handling and carriage of the Goods to the Place of Delivery, and shall effect Delivery in a manner that includes bringing the Goods into the Buyer's premises and placing them in such location within the premises as the Buyer may reasonably designate.
The Seller shall notify the Buyer in writing not less than [Number] Business Days in advance of the intended date and approximate time of Delivery, and shall coordinate with the Buyer so as to minimize inconvenience and ensure the Buyer's or an authorized adult's presence at the Place of Delivery.
Time shall be of the essence with respect to the Delivery Date. In the event that the Seller fails to effect Delivery by the Delivery Date, the Buyer shall be entitled, without prejudice to any other right or remedy, to require Delivery within a further reasonable period, or to terminate this Contract and to recover all sums paid, together with damages, losses and expenses incurred.
Partial Delivery shall not be permitted unless expressly agreed by the Buyer in writing, and the Buyer shall be under no obligation to accept partial Delivery or installment Deliveries.
Should the Seller tender Delivery of Goods that are evidently damaged, non-conforming or defective, the Buyer shall be entitled to refuse to take Delivery, and such refusal shall not constitute a breach by the Buyer of any obligation under this Contract.
Upon Delivery, the Seller shall provide the Buyer with all documents necessary for the use, maintenance and warranty administration of the Goods, including user manuals, warranty cards, certificates of conformity, declarations of safety and any other documentation required by law or by the nature of the Goods.
Transfer of Title and Passing of Risk
Legal and beneficial title to the Goods, together with all rights, interests and incidents of ownership therein, shall pass from the Seller to the Buyer upon actual Delivery of the Goods to the Buyer at the Place of Delivery and the Buyer's acknowledgement of physical receipt thereof, provided that payment of the Purchase Price has been made or tendered in accordance with Section 5.
The risk of loss, damage, destruction, theft, deterioration or any other diminution in the value or condition of the Goods shall remain with the Seller at all times prior to and including the moment of Delivery, and shall pass to the Buyer only upon actual Delivery of the Goods at the Place of Delivery.
The Seller shall maintain, at its sole cost, adequate insurance in respect of the Goods throughout the period during which the Goods are at the Seller's risk, including during manufacture, storage, handling and transit, in an amount not less than the full replacement value of the Goods.
Any loss of, damage to, or diminution in the condition of the Goods occurring prior to Delivery shall be borne exclusively by the Seller, and the Seller shall at its own expense repair, replace or re-supply such Goods so as to effect Delivery in conformity with this Contract.
The Seller warrants that, at the time of passing of title, the Goods shall be free and clear of any and all liens, encumbrances, security interests, retention-of-title claims, pledges, mortgages or third-party claims of any nature whatsoever, and the Seller shall indemnify the Buyer against any such claim.
The Seller shall not retain any right, title, interest or security in the Goods following Delivery, and any purported reservation of title clause, whether in invoices, delivery notes or other documents, shall be of no force or effect as against the Buyer.
Liability and Indemnification
The Seller hereby warrants and guarantees that the Goods shall be free from defects in design, materials and workmanship, and shall conform in all material respects to the description, specifications, quality and performance characteristics set forth in Section 4, for a period of [Warranty Period] from the date of Delivery (the "Warranty Period").
During the Warranty Period, the Seller shall, at its sole cost and expense, repair or, at the Buyer's election, replace any Goods that are found to be defective, non-conforming or otherwise in breach of the warranties contained in this Contract, and shall do so without any charge to the Buyer for parts, labor, transportation, insurance, inspection, diagnosis, testing or any related expense.
The Seller further warrants that: (i) it has full right, title and authority to sell the Goods and to transfer good and marketable title thereto to the Buyer; (ii) the Goods are of satisfactory quality and fit for the purposes for which goods of the kind are commonly supplied; (iii) the Goods are fit for any particular purpose made known to the Seller by the Buyer; (iv) the Goods comply with all mandatory legal and safety requirements applicable in [Country]; and (v) the Goods do not infringe any intellectual property or other proprietary right of any third party.
The warranty set forth in this Section is a full warranty and shall include, without limitation, the Seller's obligation to collect the defective Goods from the Buyer's premises, to repair or replace them promptly, and to redeliver the repaired or replacement Goods to the Buyer's premises, all at the Seller's cost and risk.
Where repair or replacement is impossible, would entail unreasonable delay or inconvenience to the Buyer, or has been attempted without success, the Buyer shall be entitled to terminate this Contract and to receive a full refund of the Purchase Price without deduction for use.
The Warranty Period shall be extended by any period during which the Goods are not available to the Buyer by reason of repair or replacement, and in respect of replacement Goods or replaced parts, a fresh warranty period of equal duration shall commence from the date of delivery of such replacement.
The warranties and guarantees contained in this Section are given in addition to, and without prejudice to, any rights, warranties, guarantees or remedies available to the Buyer under applicable consumer protection law, and the Seller shall not seek to exclude, limit or restrict any such mandatory statutory protection.
Seller's Warranties and Guarantees
The Buyer enters into this Contract in the capacity of a consumer, and nothing in this Contract shall operate to exclude, restrict, limit, modify, waive or otherwise prejudice any right, remedy, warranty, guarantee or protection to which the Buyer is entitled under the mandatory consumer-protection laws, regulations and rules applicable in [Country].
In the event of any conflict or inconsistency between any provision of this Contract and any such mandatory consumer-protection law, the latter shall prevail, and the relevant provision of this Contract shall be construed so as to give the Buyer the maximum protection permitted by law.
The Buyer shall be entitled to exercise any statutory right of withdrawal, cancellation, cooling-off or return applicable to the sale of the Goods in accordance with applicable consumer protection law, in addition to the contractual rights conferred by this Contract, and the Seller shall cooperate fully in facilitating the exercise of any such right.
The Seller acknowledges that the burden of proving conformity of the Goods, and the absence of defects, shall rest upon the Seller in respect of any non-conformity manifesting itself within the period prescribed by applicable law from the date of Delivery.
The Seller shall provide to the Buyer, in clear and intelligible language, all pre-contractual and contractual information required by applicable consumer-protection law, including information concerning the main characteristics of the Goods, the identity and contact details of the Seller, the total price, payment, delivery, performance and complaint-handling procedures, and the existence and conditions of statutory and contractual guarantees.
Any term of this Contract which would, if enforced, be regarded as unfair under applicable consumer-protection law, or which has not been individually negotiated and which causes a significant imbalance in the Parties' rights and obligations to the detriment of the Buyer, shall be unenforceable to the extent necessary to remedy such unfairness, and the remainder of this Contract shall continue in full force and effect.
The Seller shall maintain an accessible and effective complaints-handling procedure, and shall acknowledge receipt of any consumer complaint from the Buyer within [Number] Business Days and shall provide a substantive response within [Number] Business Days thereafter.
Consumer Rights and Statutory Protections
The Seller shall indemnify, defend and hold harmless the Buyer from and against any and all claims, actions, proceedings, demands, losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with any breach by the Seller of any representation, warranty, covenant or obligation under this Contract, or any defect in the Goods, or any injury to person or damage to property caused by the Goods.
The Seller shall be liable to the Buyer for any direct losses, as well as for any foreseeable incidental and consequential losses, arising from any breach by the Seller of this Contract, and no provision of this Contract shall operate to exclude or limit the Seller's liability for death or personal injury caused by the Seller's negligence, for fraud or fraudulent misrepresentation, or for any liability which cannot lawfully be excluded or limited.
The Buyer shall not be liable to the Seller for any indirect, incidental, consequential, special or punitive damages of any kind whatsoever, and the Buyer's maximum aggregate liability to the Seller under this Contract, howsoever arising, shall in no event exceed the amount of the unpaid balance of the Purchase Price in respect of Goods actually delivered and accepted.
The Seller represents and warrants that it maintains, and shall maintain throughout the term of this Contract and for a reasonable period thereafter, adequate product-liability and public-liability insurance with a reputable insurer, in an amount sufficient to cover the Seller's potential liabilities hereunder, and shall provide evidence of such insurance to the Buyer upon reasonable request.
The Seller's indemnification obligations under this Section shall survive the termination or expiration of this Contract.
The Buyer shall notify the Seller promptly of any claim in respect of which the Buyer intends to seek indemnification, provided that the Buyer's failure to give such prompt notice shall not relieve the Seller of its obligations hereunder except to the extent that the Seller is materially prejudiced thereby.
The Seller shall not settle or compromise any claim against the Buyer, or which could reasonably result in liability to the Buyer, without the prior written consent of the Buyer.
Force Majeure
Without prejudice to and in addition to the warranties and guarantees contained elsewhere in this Contract, the Seller represents, warrants and guarantees to the Buyer that the Seller is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, and has all requisite power and authority to execute, deliver and perform this Contract.
The Seller warrants that the Goods supplied under this Contract shall: (i) be new, unused and of current manufacture; (ii) conform strictly to the description, specification and quality set out in Section 4; (iii) be of satisfactory quality and fit for the Buyer's known or intended purposes; (iv) be free from defects in design, materials and workmanship; (v) comply with all applicable laws, regulations and standards; and (vi) be free from any third-party claim or encumbrance.
The Seller warrants that it shall perform all its obligations under this Contract with reasonable skill, care and diligence, in accordance with good industry practice and in a professional and workmanlike manner.
The Seller warrants that any statement, representation, specification, description, performance figure or other information communicated by it to the Buyer, whether orally, in writing, through catalogues, advertisements, samples, demonstrations, websites or otherwise, prior to the execution of this Contract, shall be true, accurate, complete and not misleading, and shall form part of the contractual description of the Goods.
The warranties set out in this Section shall survive Delivery, acceptance, and the passing of title and risk, and shall remain in full force and effect for the Warranty Period and for such longer period as may be required by mandatory applicable law.
The Seller shall promptly notify the Buyer upon becoming aware of any fact, matter or circumstance that constitutes or may constitute a breach of any warranty given under this Contract, and shall at its own cost take all such steps as may be necessary to remedy such breach.
The Seller shall not assert, and hereby expressly waives, any defense based on the Buyer's failure to inspect, examine, test or verify the Goods prior to acceptance, and the Seller's warranty obligations shall not be diminished by any such failure on the part of the Buyer.
Confidentiality and Data Protection
The Buyer, acting as a consumer, shall benefit from, and the Seller acknowledges, all statutory consumer rights conferred by the mandatory laws of [Country], including without limitation the right to goods that are of satisfactory quality, fit for purpose and as described, the right to repair, replacement, price reduction or refund, and any applicable right of withdrawal or cancellation.
Where the Goods are sold at a distance or off the Seller's business premises, the Buyer shall have the right to withdraw from this Contract within the period and in the manner prescribed by applicable law, without having to justify the decision and without incurring any cost other than those expressly provided for by law.
To exercise any statutory right of withdrawal or cancellation, the Buyer may send an unequivocal written notice to the Seller, using any reasonable means of communication, and the Seller shall acknowledge receipt without undue delay.
Upon valid withdrawal or cancellation, the Seller shall reimburse the Buyer all sums paid, including delivery costs where applicable, without undue delay and in any event within the period prescribed by applicable law, using the same means of payment as used by the Buyer unless otherwise expressly agreed.
The Seller shall bear the cost of returning the Goods following a valid withdrawal or cancellation, and shall arrange for collection of the Goods from the Buyer's premises at the Seller's expense and risk.
The provisions of this Contract shall be interpreted and applied in a manner most favorable to the preservation of the Buyer's statutory consumer rights, and no provision shall be invoked by the Seller to diminish, defeat or circumvent such rights.
Any attempt by the Seller to require the Buyer to waive, in whole or in part, any mandatory statutory consumer right shall be void and of no effect.
Notices and Communications
Neither Party shall be liable to the other for any failure or delay in the performance of its obligations under this Contract (other than an obligation to pay money which has already fallen due) where such failure or delay is caused by circumstances beyond its reasonable control and which could not have been foreseen or avoided by the exercise of reasonable diligence, including acts of God, natural disasters, war, armed conflict, acts of terrorism, civil commotion, epidemic, pandemic, governmental acts, orders or restrictions, embargoes or interruption of essential utilities (a "Force Majeure Event").
The Party affected by a Force Majeure Event shall promptly, and in any event within [Number] days of becoming aware thereof, notify the other Party in writing, specifying the nature, cause and expected duration of the Force Majeure Event and the obligations affected.
The affected Party shall use all commercially reasonable efforts to mitigate the effects of the Force Majeure Event, to resume performance as soon as reasonably practicable, and to keep the other Party regularly informed of the status thereof.
A Force Majeure Event shall not include lack of funds, change in market conditions, commercial impracticability, labor disputes affecting only the Seller's workforce or difficulties in obtaining supplies from the Seller's usual sources at usual prices.
If a Force Majeure Event continues for a period in excess of [Number] days, or if it becomes apparent that it will so continue, the Buyer shall be entitled, at its sole option, to terminate this Contract forthwith by written notice, in which event the Seller shall refund all sums paid by the Buyer within [Number] Business Days of such notice without set-off or deduction.
The occurrence of a Force Majeure Event shall not entitle the Seller to retain any Deposit or other prepayment made by the Buyer, and in the event of termination under this Section the Seller shall promptly return all such sums.
Term and Termination
Each Party shall treat as confidential all information of a confidential nature received from or on behalf of the other Party in connection with this Contract, and shall not disclose such information to any third party or use it for any purpose other than the performance of this Contract, save with the prior written consent of the disclosing Party or as required by law.
The Seller shall, in processing any personal data of the Buyer, comply with all applicable data protection and privacy laws, and shall process such personal data only to the extent necessary for the performance of this Contract and the fulfilment of its legal obligations.
The Seller shall implement and maintain appropriate technical and organizational measures to ensure a level of security of the Buyer's personal data appropriate to the risks presented by its processing, including measures to protect against unauthorized or unlawful processing, accidental loss, destruction, damage or disclosure.
The Seller shall not disclose, transfer or make available the Buyer's personal data to any third party except to the extent necessary for the performance of this Contract, with the Buyer's prior consent, or as required by applicable law, and shall not use such personal data for marketing or other purposes without the Buyer's express and informed consent.
The Buyer shall have the right at any time to request access to, rectification of, erasure of or restriction on the processing of the Buyer's personal data held by the Seller, and the Seller shall comply with any such request without undue delay and within the time limits prescribed by applicable law.
The Seller shall promptly, and in any event within [Number] hours of becoming aware thereof, notify the Buyer of any actual or suspected breach of security affecting the Buyer's personal data, and shall provide all information and assistance reasonably required by the Buyer in connection therewith.
The confidentiality and data-protection obligations under this Section shall survive the termination or expiration of this Contract for such period as is required by applicable law or by the nature of the information or data concerned.
Governing Law and Dispute Resolution
All notices, requests, demands, claims, consents and other communications required or permitted under this Contract shall be in writing and shall be given either by personal delivery, by registered or certified mail with acknowledgement of receipt, by reputable overnight courier, or by electronic mail with confirmation of transmission.
Notices to the Seller shall be addressed to [Seller Notice Address], attention [Seller Contact Name], email: [Seller Email Address], and notices to the Buyer shall be addressed to [Buyer Notice Address], email: [Buyer Email Address], or to such other address as a Party may designate from time to time by notice given in accordance with this Section.
A notice shall be deemed to have been duly given: (i) on actual receipt, if delivered personally; (ii) on the date of acknowledged receipt, if sent by registered or certified mail; (iii) one Business Day after dispatch, if sent by reputable overnight courier; and (iv) on the Business Day of transmission, if sent by electronic mail prior to [Time] local time, or otherwise on the next Business Day.
Any notice given by the Buyer in connection with the exercise of any statutory consumer right or any remedy under this Contract may be given by any reasonable means that provides a durable record thereof, and the Seller shall not reject any such notice on grounds of form.
The Seller shall respond to any written notice, inquiry or complaint from the Buyer within [Number] Business Days of receipt, and shall provide a substantive response addressing the matters raised therein.
In computing any period of time prescribed by or allowed under this Contract, the day of the act, event or default from which such period begins to run shall not be included, and the last day of such period shall be included unless it falls on a day which is not a Business Day, in which event the period shall extend to the next following Business Day.
Miscellaneous Provisions
This Contract shall come into force on the Effective Date and shall remain in full force and effect until all obligations of the Parties hereunder, including the Seller's warranty obligations under Section 10, have been fully performed and discharged, unless earlier terminated in accordance with the provisions of this Section.
The Buyer shall be entitled to terminate this Contract forthwith by written notice to the Seller, without any liability to the Seller and without prejudice to any other right or remedy, upon the occurrence of any of the following events: (i) failure of the Seller to effect Delivery by the Delivery Date and failure to cure such default within [Number] days of receipt of written notice; (ii) material breach by the Seller of any representation, warranty, covenant or obligation under this Contract; (iii) delivery of Goods that are materially non-conforming and that cannot be repaired or replaced within a reasonable period; (iv) insolvency, bankruptcy, liquidation or similar event affecting the Seller; or (v) occurrence of a Force Majeure Event continuing for the period specified in Section 12.
The Buyer shall additionally have the right to withdraw from or cancel this Contract in accordance with any applicable statutory right of withdrawal or cancellation available to the Buyer as a consumer, and in accordance with Section 11.
The Seller shall be entitled to terminate this Contract only in the event of a material breach by the Buyer of its payment obligations which remains uncured for a period of [Number] days following written notice from the Seller specifying the breach and demanding its cure.
Upon termination of this Contract for any reason attributable to the Seller, the Seller shall, within [Number] Business Days, refund to the Buyer all sums paid by the Buyer under this Contract, including the Deposit and any balance payment, without set-off or deduction, and shall collect any Goods already delivered from the Buyer's premises at the Seller's cost and risk.
Termination of this Contract shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, nor the operation of any provision which is expressed to survive, or by its nature is intended to survive, termination.
The provisions of Sections 9, 10, 13, 16 and 17, together with any other provision necessary for the interpretation or enforcement of this Contract, shall survive the termination or expiration of this Contract.
This Contract shall be governed by and construed in accordance with the substantive laws of [Country], without regard to its conflict-of-laws principles, and subject always to the mandatory consumer-protection laws applicable to the Buyer.
The Parties shall endeavor to resolve any dispute, controversy or claim arising out of or in connection with this Contract, including questions regarding its existence, validity, interpretation, performance, breach or termination, amicably through good-faith negotiations between the Parties.
If the Parties fail to resolve any such dispute within [Number] days of written notice of the dispute by one Party to the other, either Party shall be entitled to refer the dispute to mediation administered by a reputable mediation body in [City/Country], and the Parties shall participate in such mediation in good faith.
Should mediation fail to resolve the dispute, or should either Party decline to participate therein, the dispute shall be submitted to the exclusive jurisdiction of the competent courts of [Country], provided that the Buyer, as a consumer, shall additionally be entitled to bring proceedings in the courts of the place of the Buyer's domicile or in any other court having jurisdiction under applicable consumer-protection law.
Nothing in this Section shall preclude the Buyer from availing itself of any alternative dispute resolution scheme, consumer ombudsman service or regulatory complaint procedure that may be available under applicable consumer-protection law.
Nothing in this Section shall preclude either Party from seeking urgent interim or injunctive relief from any court of competent jurisdiction in order to protect its rights pending resolution of the dispute.
The prevailing Party in any proceedings arising out of or in connection with this Contract shall be entitled to recover its reasonable costs, including attorneys' fees, from the other Party, except that the Buyer shall not be ordered to pay the Seller's costs save in cases of manifestly unfounded or vexatious claims.
This Contract, together with any document expressly incorporated by reference herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings, representations and agreements, whether oral or written, relating to such subject matter.
No amendment, modification, variation or waiver of this Contract or any provision hereof shall be effective unless made in writing and signed by both Parties, and no waiver of any breach or default by either Party shall constitute a waiver of any subsequent or other breach or default.
If any provision of this Contract is held to be invalid, illegal or unenforceable by a court or other competent authority, such provision shall be severed from this Contract, and the remaining provisions shall continue in full force and effect, provided that the essential purpose of this Contract is not thereby frustrated.
The Seller shall not assign, transfer, subcontract or otherwise dispose of any of its rights or obligations under this Contract without the prior written consent of the Buyer. The Buyer shall be entitled to assign the benefit of this Contract, including the benefit of any warranty, to any person acquiring the Goods from the Buyer.
Nothing in this Contract shall create any partnership, joint venture, agency, employment or fiduciary relationship between the Parties, and neither Party shall have authority to bind the other.
No third party shall have any right to enforce any provision of this Contract, save as expressly provided herein or as required by applicable law.
This Contract may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument, and signatures transmitted by electronic means (including scanned PDF or recognized e-signature platform) shall be deemed valid and binding to the same extent as original signatures.
IN WITNESS WHEREOF, the Parties hereto have executed this Sales Contract as of the Effective Date first above written.
For and on behalf of the Seller:
[Seller Legal Name]
Signature: ______________________________
Name: [Seller Representative Name]
Title: [Seller Representative Title]
Date: [Signature Date]
Place: [Signature Place]
The Buyer:
Signature: ______________________________
Name: [Buyer Full Name]
Address: [Buyer Residential Address]
Identification: [Buyer ID Type and Number]
Date: [Signature Date]
Place: [Signature Place]
Witness (if required):
Signature: ______________________________
Name: [Witness Name]
Address: [Witness Address]
Date: [Signature Date]