Sale of Goods Agreement (Pro-Seller) (California)This document is a California-specific agreement for the sale and purchase of goods between a buyer and a seller.
This document is a California-specific agreement for the sale and purchase of goods between a buyer and a seller. It has been drafted with terms that favor the seller, and is based on Division 2 of the California Uniform Commercial Code – Sales
(UCC), which governs contracts for the sale of goods in California.
This Sale of Goods agreement includes basic terms and conditions for the parties' sale and purchase of goods. Please seek legal advice if you wish to add additional seller protections to this agreement such as terms addressing intellectual property rights, inspection and acceptance and assignment.
Use this Sale of Goods Agreement if:
You are a seller of physical goods in California, looking to contract with a purchaser; but
Not if the 'goods' in question include money to pay for the goods, investment securities, things in action of goods that have not yet existed ('future goods'); and
Not if the transaction is intended to operate only as a security transaction such that it would be excluded from the application of Division 2 of the California UCC. Note that this may be the case even if the agreement takes the form of a sale or an unconditional contract to sell goods. If you are uncertain on what constitutes a security transaction, please seek professional legal advice.
What does this Sale of Goods Agreement provide:
The ability to specifically define the goods in question;
Important sale of goods provisions relating to delivery and risk of loss, and price and payment; and
Other standard contractual provisions such as the disclaimer of express and implied warranties, and limitation of liability.
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