"Agreement" means this Sales Contract, including any written changes signed by both Parties under the General Terms section.

"Goods" means the items described in the Goods section, in the quantity and to the specification stated there. "Goods" includes any packaging the Seller supplies with them.

"Price" means the total amount the Buyer must pay the Seller for the Goods, as stated in the Price and Payment section. The Price includes any delivery charges and other amounts that this Agreement says are payable on top of it.

"Delivery Address" means the Buyer's premises at [full delivery address], or any other address in [delivery area] that the Seller agrees to in writing.

"Delivery Date" means the date or time window for delivery that the Seller confirms to the Buyer under the Delivery section. It is an estimate only.

"Delivery" means the moment the Goods arrive at the Delivery Address and are made available to the Buyer, either still on the delivery vehicle or unloaded there, whichever happens first. "Delivered" has a matching meaning.

"Business Day" means any day other than a Saturday, Sunday or public holiday in the place where the Seller has its principal place of business.

"Written" or "in writing" includes email sent to the addresses listed in the signature section of this Agreement.

The Seller will sell, and the Buyer will buy, the following Goods: [description of the Goods, including make, model, type, grade or other identifying details].

The quantity of Goods is [quantity and unit of measure].

The Goods will meet the following specification only: [key specification, such as size, weight or capacity]. Any other description, sample, catalog, brochure, website listing or verbal statement is for general information only and does not form part of this Agreement.

The Seller may make minor changes to the Goods, their packaging or their specification. These include changes required by law or by its suppliers, as long as the changes do not substantially reduce the overall function of the Goods.

The Seller may supply substitute goods of similar type and equal or better specification if the exact Goods become unavailable. It will tell the Buyer before doing so.

The Buyer is solely responsible for choosing the Goods. This includes deciding whether they suit the Buyer's intended use and whether they comply with any rules, permits or standards that apply to the Buyer's business.

The Buyer may ask to change the type or quantity of Goods only in writing. The Seller does not have to accept a change. If it does, the Seller may adjust the Price and the Delivery Date to reflect the change.

Risk of loss of, or damage to, the Goods passes from the Seller to the Buyer on Delivery.

Ownership of the Goods passes from the Seller to the Buyer on Delivery, as long as the Seller has received the full Price in cleared funds by then.

If the Buyer fails to accept Delivery, or delays it for reasons that are not the Seller's fault, risk passes to the Buyer at the time the Seller first attempted to make Delivery at the Delivery Address.

From the time risk passes, the Buyer must pay the full Price even if the Goods are later lost, stolen, damaged or destroyed.

The Buyer is responsible for insuring the Goods from the time risk passes to it.

Until risk passes, the Seller bears the risk of loss or damage. During that period, the Seller may, at its choice, either replace any lost or damaged Goods or refund the part of the Price that relates to them.

The Price for the Goods is [amount] [currency]. This is made up of [unit price] per [unit] for the Goods and [delivery charge] for Delivery.

The Price does not include sales tax, value added tax, customs duties or any similar taxes or charges. The Buyer must pay these in addition to the Price at the rate that applies on the date of invoice.

The Buyer must pay the full Price in advance, within [number] Business Days after the date of the Seller's invoice, and before the Seller dispatches the Goods.

The Buyer must pay by bank transfer to the following account: [bank name], [account name], [account number], [routing or other bank code], or to any other account the Seller confirms in writing. Payment counts as made only when cleared funds reach the Seller's account.

The Buyer must pay all bank charges, transfer fees and currency conversion costs. The Seller must receive the full amount of its invoice.

The Seller does not have to reserve, prepare, pack or deliver the Goods until it has received the full Price.

The Buyer must pay all amounts in full, without any deduction, set-off, counterclaim or withholding, unless the law requires otherwise.

If the Buyer does not pay on time, the Seller may charge interest on the overdue amount at [interest rate] per [month or year] from the due date until payment. It may also recover its reasonable costs of collecting the debt.

The Price is fixed for this Agreement. However, the Seller may increase it to cover extra costs caused by the Buyer's requests, instructions or delays.

The Seller will deliver the Goods to the Delivery Address. Before dispatch, it will confirm the Delivery Date in writing after it has received the full Price.

The Delivery Date is an estimate. Time for Delivery is not essential. The Seller is not responsible for any delay in Delivery, but it will make reasonable efforts to deliver on or close to the Delivery Date.

The Buyer must make sure that safe and suitable access to the Delivery Address is available on the Delivery Date. It must also provide the people and equipment needed to unload the Goods, unless the Seller has agreed in writing to unload them.

The Buyer or its authorized representative must be present to receive the Goods and sign the delivery note. A signed delivery note is proof of Delivery.

If the Buyer cannot accept Delivery when the Seller attempts it, the Seller may do either of the following. It may store the Goods and charge the Buyer [storage fee] per [day or week], plus the cost of a further delivery attempt. Or it may leave the Goods at the Delivery Address, which will count as Delivery.

The Seller may deliver the Goods in installments. Each installment counts as a separate Delivery. A delay or problem with one installment does not allow the Buyer to refuse any other installment.

The Seller may choose the carrier, route and method of transport.

If the Seller delivers fewer Goods than ordered, the Buyer's only remedy is to have the shortfall delivered within a reasonable time or, at the Seller's choice, a refund of the matching part of the Price.

This Agreement starts on the Effective Date. It continues until both Parties have fully performed their duties, unless it ends earlier under this section.

The Seller may end this Agreement immediately by written notice if any of the following happens:

the Buyer does not pay the full Price when due;

the Buyer refuses Delivery or fails to accept Delivery within [number] Business Days after the first attempt;

the Buyer breaks any other term of this Agreement and does not fix the breach within [number] Business Days after receiving written notice; or

the Buyer becomes insolvent, enters bankruptcy or a similar process, makes an arrangement with its creditors, or stops trading.

The Buyer may end this Agreement by written notice only in one case. That is if the Seller has not made Delivery within [number] days after the Delivery Date, and the Seller then fails to deliver within a further [number] days after receiving the Buyer's written notice asking it to do so. In that case, the Buyer's only remedy is a refund of any part of the Price paid for Goods not yet Delivered.

The Buyer may cancel its order before dispatch only with the Seller's written consent. If the Seller consents, it may keep a cancellation fee of [amount or percentage of the Price] and deduct any costs it has already incurred before refunding the balance.

If the Seller ends this Agreement because of the Buyer's breach or insolvency, the Seller may keep from any amount paid enough to cover its losses, costs and expenses. These include restocking, storage and transport costs. The Seller will refund any balance.

Ending this Agreement does not affect any rights either Party has already gained. Any terms that by their nature should continue after it ends will also continue, including the Price and Payment, Goods Sold As Is, Limits on Liability, and Governing Law and Dispute Resolution sections.

The Buyer must inspect the Goods at Delivery or within [number] Business Days after Delivery.

The Buyer's inspection is limited to checking three things: that the right type and quantity of Goods have been Delivered, that they match the specification in the Goods section, and that they have no visible damage that happened before Delivery.

The Buyer must note any shortage or visible damage on the delivery note at the time of Delivery. It must also give the Seller written notice with full details and photographs within the inspection period.

If the Buyer does not give written notice within the inspection period, the Buyer is treated as having accepted the Goods. The Goods are also treated as accepted if the Buyer uses, resells, alters or installs any of them.

Once the Goods are accepted, or treated as accepted, the Buyer may not reject them for any reason.

If the Buyer gives valid notice in time, it must keep the affected Goods safe and unused and allow the Seller to examine them. If the Seller confirms the problem, it will, at its choice, replace the affected Goods, deliver any missing Goods, or refund the matching part of the Price. This is the Buyer's only remedy for the problem.

The Buyer may not return any Goods without the Seller's prior written consent. Any Goods returned without consent will be sent back to the Buyer at the Buyer's cost.

This Agreement, and any dispute or claim arising out of or relating to it, is governed by the laws of [governing jurisdiction].

If a dispute arises, either Party may give the other written notice describing it. Senior representatives of both Parties will then try in good faith to settle the dispute within [number] days after the notice.

If the dispute is not settled within that period, either Party may take it to the courts of [city and jurisdiction where the Seller has its principal place of business]. Each Party agrees that those courts have exclusive jurisdiction.

Despite the previous clause, the Seller may bring a claim for unpaid amounts, or to protect its rights in the Goods, in any court that has jurisdiction over the Buyer or its assets.

While a dispute is being resolved, the Buyer must keep paying all undisputed amounts. Both Parties must also continue to perform their other duties under this Agreement.

The Party that wins a court case is entitled to recover its reasonable legal fees and costs from the other Party.

THE GOODS ARE SOLD "AS IS" AND "WITH ALL FAULTS." EXCEPT FOR THE SPECIFICATION STATED IN THE GOODS SECTION, THE SELLER GIVES NO WARRANTIES OR PROMISES OF ANY KIND ABOUT THE GOODS, WHETHER EXPRESS OR IMPLIED. THIS INCLUDES ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, DURABILITY, OR NON-INFRINGEMENT. ALL SUCH WARRANTIES ARE EXCLUDED TO THE FULLEST EXTENT THE LAW ALLOWS.

The Buyer confirms that it has had the chance to examine the Goods, or goods of the same type, before signing this Agreement. It also confirms that it is relying only on its own skill, judgment and inspection, and not on any statement by the Seller.

No employee, agent or representative of the Seller has authority to make any promise, warranty or statement about the Goods that is not written in this Agreement. The Buyer agrees not to rely on any such statement.

The Seller does not promise that the Goods will be free from defects, will work without interruption, or will meet the Buyer's requirements.

If a manufacturer or other third party gives a warranty for the Goods, the Seller will pass it on to the Buyer where possible. Any such warranty is between the Buyer and that third party. The Seller is not responsible for it.

The Buyer is responsible for the installation, use, maintenance and storage of the Goods. It is also responsible for following any instructions or safety information that come with them.

The Seller is not liable to the Buyer for any loss of profit, revenue, business, contracts, data or goodwill. It is also not liable for any indirect, special, incidental, consequential or punitive loss, even if the loss was foreseeable or the Seller was told it was possible.

The Seller's total liability to the Buyer for all claims arising out of or relating to this Agreement or the Goods is limited to the part of the Price actually paid by the Buyer for the Goods that the claim relates to. This applies whether the claim is based on contract, negligence or any other legal theory.

The Buyer must bring any claim against the Seller within [number] months after Delivery, or within [number] months after the date Delivery was due if no Delivery took place. After that time, the claim is barred.

The Buyer will compensate and protect the Seller against all claims, losses, damages and costs, including reasonable legal fees, arising from the Buyer's use, resale or handling of the Goods after Delivery, or from the Buyer's breach of this Agreement.

Nothing in this Agreement limits or excludes any liability that cannot be limited or excluded by law. This includes liability for death or personal injury caused by negligence, or liability for fraud.

The limits in this section apply to the Seller's employees, agents and subcontractors as well. Each of them may rely on this section.

This Agreement is the entire agreement between the Parties about its subject matter. It replaces all earlier discussions, quotes, proposals and understandings. Any terms in the Buyer's purchase order or other documents do not apply.

Any change to this Agreement is valid only if it is in writing and signed by both Parties.

The Seller is not responsible for any delay or failure to perform caused by events beyond its reasonable control. Examples include natural disasters, epidemics, war, terrorism, strikes, government action, supplier failures, transport disruptions and power outages. If such an event continues for more than [number] days, the Seller may end this Agreement by written notice and refund any part of the Price paid for Goods not yet Delivered.

The Buyer may not assign or transfer any of its rights or duties under this Agreement without the Seller's prior written consent. The Seller may assign or subcontract any of its rights or duties without the Buyer's consent.

Notices under this Agreement must be in writing and sent by hand, by courier or by email to the addresses in the signature section, or to any updated address a Party gives by notice. A notice counts as received when delivered by hand or courier. An email notice counts as received on the next Business Day after it is sent, unless the sender receives an error message.

If any part of this Agreement is found invalid or unenforceable, the rest of it will continue in full force. The invalid part will be changed only as much as needed to make it enforceable.

If a Party fails or delays in using any right under this Agreement, this does not mean it gives up that right.

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between them.

This Agreement may be signed in counterparts, including by electronic signature. Each counterpart is an original, and together they form one agreement.