Description

Terms and Conditions – Sale of Goods (Pro-Seller)

Summary

These are terms and conditions for the sale of goods under the Uniform Commercial Code (UCC). While some terms and conditions can be general, the authors drafted these terms and conditions in the seller’s favor.

Terms and conditions for the sale of goods vary widely in length and complexity depending on a variety of factors. For example, the nature of the goods and industry, the size of the transaction, and parties’ bargaining powers may all affect the terms and conditions for the sale of goods.

Details

While these General Terms and Conditions contain negotiating tips, many parties choose not to negotiate their standard terms and conditions. Instead, such parties rely on the battle of the forms. Additionally, using standard terms and conditions saves parties the time and expense of negotiating and is more common for smaller transactions.

Assumptions

These standard General Terms and Conditions for the Sale of Goods (these Terms) assume that:

The parties to the agreement are US entities and the transaction takes place in the US.

• The parties may need to modify these terms in order to comply with applicable laws in the relevant foreign jurisdiction if any party organizes in, operates in, or any part of the transaction takes place in a foreign jurisdiction.

The seller issues:

• its quotation, confirmation (or acknowledgement) or invoice (each, a Sales Confirmation), which contains the main business terms of the transaction; and
• these Terms, which contain the general terms and conditions, printed on the reverse side of the Sales Confirmation.

These Terms are being used in a business-to-business transaction.

• Parties should not use these Terms in a consumer contract. Due to the fact that consumer contracts may involve legal and regulatory requirements and practical considerations that are beyond the scope of this resource parties should not use these terms in a consumer contract.

These Terms solely cover the sale of goods, not services or a mix of goods and services.

US laws govern the transaction.

• These Terms are based on the model Uniform Commercial Code (UCC). All references to the UCC in this document are to the current version of the model UCC. Drafters should consult the state version of UCC applicable to the transaction, which may be different than the model code.

These Terms are not industry-specific.

• The author has drafted these terms to allow the seller to sell a variety of goods. Therefore, these Terms do not account for any industry-specific laws, rules, or regulations that may apply to certain transactions or products. Further, the parties may need to modify these terms if they wish to make them industry specific.

These Terms are not designed as a master agreement and cover a single order only.

• If the seller sells additional goods to the buyer a new contract governs each further purchase.

Sales Confirmation

The Sales Confirmation typically contains the main business terms of the transaction, which may include:

• Description of the goods.
• Quantity.
• Price.
• Payment terms.
• Delivery location.
• Delivery date.
• Shipping terms.
• Sale reference number.
• Signature block for execution by an authorized representative of the parties.

The Sales Confirmation usually also contains a statement subject to the seller’s general terms and conditions of sale. In some cases, sellers also post terms and conditions on their websites and incorporate them into their Sales Confirmation by reference. Specifically, this document assumes that the business terms above are set out on the face of the Sales Confirmation, with these Terms printed on the reverse side.