Sales Contract for Virginia

SALES CONTRACT



This SALES CONTRACT (hereinafter referred to as the "Agreement") is between _____________ (hereinafter, "Seller") and _____________ (hereinafter, "Buyer") (collectively the "Parties" and each a "Party").

Recitals

WHEREAS, the Parties have found it in their mutual best interest to enter into the present transaction;

WHEREAS, it is the intention of the Parties that Seller shall sell to Buyer the below Goods, and Buyer shall purchase such Goods according to the provisions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the Parties agree as follows:

  1. EFFECTIVE DATE. This Agreement will become effective as of _____________.
  2. PURCHASE PRICE. The total purchase price for the goods described herein is . The total purchase price is due on or before _____________.
  3. DESCRIPTION OF GOODS. Seller has agreed to sell and Buyer has agreed to purchase the following property (hereinafter, the "Goods"): _____________
  4. DELIVERY. Seller shall sell, transfer, and deliver the Goods to Buyer on or before _____________ to the following location: _____________, _____________, _____________ _____________.
  5. SHIPMENT. _____________ is responsible for paying the cost of shipment.
  6. RISK OF LOSS; TRANSFER OF TITLE. Title to the Goods and risk of loss of the Goods will pass to Buyer when Seller delivers the Goods to the shipping carrier or otherwise puts the goods in transit to Buyer. As such, Buyer will bear the risk of loss of the Goods during shipment.
  7. INSPECTION OF GOODS; ACCEPTANCE. Buyer shall have the right to inspect the Goods on arrival, and, within _____________ business days after delivery, Buyer must give notice to Seller of any dispute or claim for damages on account of condition, quality, grade, or other nonconformance of the Goods, and Buyer must specify the basis of its claim in detail. The failure of Buyer to comply with these conditions shall constitute irrevocable acceptance of the Goods by Buyer. If Buyer gives Seller notice of a dispute or claim within _____________ business days, Seller then has _____________ business days to cure such dispute or claim, and Seller's failure to cure will be a default under this Agreement. If Seller does not remedy the dispute or claim within this time, Buyer may choose to cancel this Agreement; return the goods, at Seller's expense; and receive its money back for the total amount of the purchase price. Alternatively, Buyer may choose to credit the purchase price against past or future transactions with Seller.
  8. EVENTS OF DEFAULT. Without limitation, the following shall be events of default and material breaches under this Agreement:
    1. Seller's failure to deliver the Goods on or before the delivery date specified herein
    2. Buyer's failure to pay the total purchase price on or before the date specified herein
    3. Seller's failure to cure after receiving the appropriate notice of a dispute or claim from Buyer
  9. REMEDIES. Upon receiving notice of default or breach of this Agreement, the Party receiving such notice shall have _____________ business days to cure the default or breach. If the Party receiving such notice is unable to cure the default or breach within this time, then the non-breaching Party will be entitled to cancel the contract and recoup its losses from the breaching Party. Upon enforcing this Agreement in court or through binding arbitration, the prevailing Party shall be entitled to recover from the other, the prevailing Party's losses, damages, and costs, including, without limitation, reasonable attorney's fees and costs, incurred in connection with enforcing this Agreement, in addition to any other rights or remedies available at law, in equity, or by statute.
  10. TAXES. Buyer shall pay all taxes and third-party expenses imposed on, in connection with, or measured by the transaction contemplated by this Agreement.
  11. COMPLIANCE WITH LAWS. It is Buyer's responsibility to assure complete compliance with all international, federal, state, or local laws, regulations, codes, and rulings that are applicable by any regulatory or certifying governmental agencies that in any manner affect the Goods set forth in this Agreement, and shall comply with the laws. All necessary permits, licenses, approvals, and inspection fees and sales or use taxes mandated under this Agreement shall be secured by Buyer.
  12. GOVERNING LAW. The Parties agree and acknowledge that all provisions of this Agreement shall be governed by and construed in accordance with the laws of the State of _____________.
  13. WAIVER. Any of the provisions herein may be waived by the Party entitled to the benefit thereof; however, neither Party shall be deemed, by any act or omission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving Party, and then only to the extent specifically set forth in such writing. A waiver with reference to one event shall not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event.
  14. SELLER WARRANTIES. Seller hereby warrants and represents to Buyer as follows:
    1. Marketable Title. Seller owns and has good and marketable title to the property being conveyed herein, free and clear of any pledges, liens, judgments, encumbrances, security interests, claims, or contract rights, and further promises and covenants to refrain from so encumbering the same after the date of execution of this Agreement.
    2. Authority. Each Party mutually warrants to the other that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the entering into of this Agreement and the performance of its obligations does not violate, and will not be in conflict with, any provision of its articles of incorporation, bylaws, or other governing documents, or any contract with a third party.
    3. No Conflict. The execution and performance of this Agreement will not violate any agreements to which Seller is a party or any federal, state, or local laws, rules, or regulations.
    4. Survival of Warranties. Seller's representations, warranties, and covenants shall be true and complete as of the date hereof and as of the closing, and shall survive the closing and the transactions contemplated by this Agreement.
  15. ASSIGNMENT; DELEGATION. Buyer may not assign any of its rights under this Agreement or delegate any performance under this Agreement, except with the prior written consent of Seller. Any purported assignment of rights or delegation of performance in violation of this paragraph is void.
  16. BENEFIT. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their legal representatives, successors, and assigns.
  17. INDEMNIFICATION; DAMAGES; LIMITATIONS. It is agreed that Buyer shall, at its cost and expense, defend, indemnify, protect, and hold harmless Seller from and against any and all claims arising out of or related to (i) a breach of a covenant, representation, or warranty set forth in this Agreement; and/or (ii) the activities or omissions of Seller in connection with this Agreement, including but not limited to, negligence, wrongful act or misrepresentation, errors, or omissions. Buyer's duty to appear, defend, indemnify, and hold Seller harmless shall not extend to a claim that is the result of Seller's sole negligence or willful misconduct. In any and all claims against Seller by any employee of Buyer, the indemnification obligation under this paragraph shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for Buyer under workers' or workmen's compensation acts, disability benefit acts, or other employee benefit acts.
    1. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT (INCLUDING LOSS OF PROFIT AND BUSINESS OPPORTUNITIES), INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES ARISING HEREFROM OR RELATED HERETO IN ANY CAUSE OF ACTION OF ANY KIND, EVEN IF ADVISED OF, OR AWARE OF, THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S TOTAL LIABILITY TO THE OTHER PARTY FOR EVERY REASON SHALL BE LIMITED TO THE AGGREGATE AMOUNT OF CONSIDERATION AND ASSOCIATED FEES ACTUALLY PAID BY BUYER TO SELLER PURSUANT HERETO OR RECEIVED BY SELLER UNDER ANY INSURANCE POLICY REQUIRED TO BE MAINTAINED HEREIN.
    2. The parties agree to act in a commercially reasonable manner that will serve to mitigate any and all losses that may be incurred by the other Party through the timely communication of any and all issues that may arise during the performance under this Agreement.
  18. LIMITATION OF ACTIONS. No action arising out of or relating to this Agreement or the transactions it contemplates may be commenced against Seller more than 12 months after the basis for such claim could reasonably have been discovered.
  19. NOTICE. Any notice required or permitted under this Agreement shall be in writing and delivered in accordance with the provisions of this paragraph. Such notice, if delivered by personal delivery or U.S. mail, shall be delivered to the Parties at the addresses specified below:

    BUYER ADDRESS
    _____________
    _____________, _____________ _____________

    SELLER ADDRESS
    _____________
    _____________, _____________ _____________
  20. NON-EXCLUSIVE ENGAGEMENT. Seller reserves the right to offer Goods of any kind or nature whatsoever to any person or entity as Seller, in its sole discretion, deems appropriate. Buyer acknowledges that this is a non-exclusive agreement, and that Seller markets its services and Goods to others.
  21. FORCE MAJEURE. Seller will not be liable for delays in performance or for non-performance due to unforeseen circumstances or causes beyond Seller's reasonable control.
  22. TIME OF ESSENCE. Time is of the essence in the performance of this Agreement.
  23. SEVERABILITY. In the event any provision or sub-provision of this Agreement is held to be void, invalid, or unenforceable in any respect, then the same shall not affect the remaining provisions or sub-provisions hereof, which shall continue in full force and effect.
  24. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement between the Parties with respect to the subject matter of this Agreement. This Agreement may not be changed orally and may only be amended or modified in writing executed by both Parties hereto. This Agreement supersedes all other agreements, whether written or oral, between the Parties.
  25. HEADINGS. The headings used in this Agreement are for convenience only and are not relevant to the interpretation of the provisions contained therein.
  26. ORDER OF PROCEDURE. In the event of any conflict, ambiguity, or inconsistency between or among the terms and conditions of the Agreement and any statement of work or invoice, the terms and conditions of this Agreement shall control.
  27. COUNTERPARTS; FACSIMILES; ELECTRONIC SIGNATURE. This Agreement may be signed in one or more counterparts, which together will form a single Agreement, and may also be signed electronically.

Each Party acknowledges that it has read this entire Agreement, has had an opportunity to bargain the terms, understands the terms, and hereby agrees to be bound by the terms herein.


SELLER

Signed: ___________________________ Date: _________________, 20_____

Name: ___________________________

Title: ___________________________

BUYER

Signed: ___________________________ Date: _________________, 20_____

Name: ___________________________

Title: ___________________________

Instructions for Your Sales Contract



Use your sales contract to record the important terms of your agreement and specify delivery and shipping instructions. To begin, you will enter the names and addresses of the Seller and Buyer. Later, you will be asked how many days the Buyer has to inspect the goods and then report any problems with the goods to the Seller. If the Buyer fails to notify the Seller of a dispute within the timeframe listed, the Buyer will be deemed to have fully accepted the goods and can no longer contest the matter. Similarly, you will be asked how many days each party has to fix a violation of the agreement after being notified of a violation. This means that if a party violates the agreement and does not fix the issue within the timeframe specified, then the other party has the right to cancel the contract and recoup any losses.

Another important question has to do with which party will be responsible for the goods while they are in transit to the Buyer. For instance, if you choose for the Seller to be responsible, then the Seller will bear the risk of loss should the goods be damaged or lost. That means that the Seller would still be required to send replacement goods or give the Buyer a discount or refund. If the Buyer is responsible for the goods during shipment, then the Buyer cannot receive any refund or replacement should the goods be damaged or stolen during transit.

Although using a notary public to witness the parties sign the document is not required by law, it is always recommended that you use a notary to witness the document if possible. This will help prove the authenticity of the document if there is ever a dispute in the future. If the Buyer and Seller are in different locations and want to have the document notarized, then they will each need to get it notarized separately. Your sales contract will be considered fully executed once it is completed, signed, and notarized (if included). Then make sure that both parties get a copy of the fully executed agreement and you are done!

Business Business

Sales Contract

A sales contract can be used by individuals and business entities to set forth the terms of almost any transaction involving tangible goods. It legally binds the buyer and seller to its terms, ensuring that each party holds up its end of the deal.

When completing a sales contract you will have flexibility in specifying the goods promised, the delivery information, the purchase price, the payment method, and more. If the goods are delivered past due or are otherwise nonconforming, the sales contract will hold the seller liable and make sure the buyer is compensated for any losses. Then the parties will execute a bill of sale to show transfer of title to the goods at the time of delivery.

LegalNature’s sales contract can be finished in just a few simple steps. Our online form guides you through the entire process, reducing stress and saving you time.

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