This Services Agreement (this “Agreement”) is entered into as of the __________, by and between __________,
located at __________, __________, __________ __________ (“Seller”) and __________,
located at __________, __________, __________ __________ (“Buyer”). Each Seller and Buyer may be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
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Sale of Goods. Seller agrees to sell to Buyer and Buyer agrees to purchase the following items in the following quantities and at the prices (the “Goods”):
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Description of Goods
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Quantity
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Price
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| __________ |
__________ |
__________ |
__________
.
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Purchase Price. Buyer will pay to Seller for the Goods and for all obligations specified in this Agreement, if any, as the full and complete purchase price, the sum of $__________.
Unless otherwise stated, __________ shall be responsible for all taxes in connection with the purchase of Goods in this Agreement.
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Payment.
A. Seller shall invoice Buyer upon the shipment of the Goods. Unless otherwise stated, payment for the Goods is due within __________ days of the date of Seller’s invoice, which date will not be before the date of Seller’s delivery of the Goods.
If Buyer fails to make a payment due under this Agreement within __________ days after the payment’s due date, Buyer agrees to pay to Seller a late payment fee of __________% of the amount due $__________.
Payment for the Goods will be by __________ according to the following schedule:
$__________ previously paid by Buyer.
$__________ upon the execution of this Agreement.
$__________ upon Buyer’s acceptance of the Goods.
$__________ on __________ [Due day of installment payments], until the purchase price has been paid in full.
Delivery.
Seller shall ship the Goods to Buyer on or before ________, 20_____ at the following address: __________, __________, __________ __________
__________,
__________,
__________
__________
.__________ will pay for any shipping costs.
Seller will make the Goods available for Buyer pick-up on or before __________ at the following address: __________, __________, __________ __________ __________, __________, __________ __________ .
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Risk of Loss.
Title to and risk of loss of the Goods shall pass to Buyer upon
_____________
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Right of Inspection.
Buyer shall be allowed to examine the Goods once received and shall do so within __________ days after the receipt of the Goods. In the event that Buyer discovers any damages, shortages or other nonconformance of the Goods, Buyer shall notify Seller within __________ days after receipt of the Goods, specifying the basis for its claim. Failure to notify Seller by such date shall constitute an acceptance of delivery of the Goods. In the event the Goods are nonconforming, Buyer may at its option:
__________
The above shall be the sole remedies of Buyer and only obligations of Seller with respect to any non-conforming Goods.
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Warranties.
Buyer acknowledges that it has not relied on, and Seller has not made, any representations or warranties with respect to the quality or condition of the Goods, and it is purchasing the Goods on an “as is” basis. Seller expressly disclaims all warranties, whether express or implied, including any implied warranty of merchantability or fitness.
Seller gives a _______ day limited warranty from the date of delivery that the Goods are in good condition and shall be free from substantive defects. The warranty does not apply to any Goods that are damaged due to the misuse, abuse or negligence of any party other than Seller.
66666666666666666 day
____________
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Security Interest.
Buyer hereby grants to Service Provider a security interest in any final products resulting from said services, until Buyer has paid Service Provider in full. Buyer shall sign and deliver any document needed to perfect the security interest that Service Provider reasonably requests.
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Seller Representations and Warranties.
Seller warrants that the goods are free, and at the time of delivery will be free, from any security interest or other lien or encumbrances. Seller warrants that there are no outstanding titles or claims of title hostile to the rights of Seller in the Goods.
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Force Majeure.
Service Provider shall not be responsible for any claims or damages resulting from any delays in performance or for non-performance due to unforeseen circumstances or causes beyond Service Provider's reasonable control.
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Limitation of Liability.
Service Provider will not be liable for any indirect, special, consequential, or punitive damages (including lost profits) arising out of or relating to this Agreement or the transactions it contemplates (whether for breach of contract, tort, negligence, or other form of action) and irrespective of whether Service Provider has been advised of the possibility of any such damage. In no event will Service Provider's liability exceed the price paid by Buyer for the Services giving rise to the claim or cause of action.
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Assignment.
SELLER needs permission to assign to a third party. Seller may not assign any of its rights under this Agreement or delegate any performance under this Agreement, except with the prior written consent of the Buyer. Any purported assignment of rights or delegation of performance in violation of this section is void.
BUYER needs permission to assign to a third party. 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 the Seller. Any purported assignment of rights or delegation of performance in violation of this section is void.
BOTH Seller and Buyer need permission to assign to a third party. Either Party may not assign any of its rights under this Agreement or delegate any performance under this Agreement, except with the prior written consent of the other Party. Any purported assignment of rights or delegation of performance in violation of this section is void
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Amendments. No amendment to this Agreement will be effective unless it is in writing and signed by both Parties.
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Governing Law. The terms of this Agreement shall be governed by and construed in accordance with the laws of the State of __________, not including its conflicts of law provisions.
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Disputes.Any dispute arising from this Agreement shall be resolved through:
court litigation. The dispute shall be resolved in the courts of the State of __________.
If either Party brings legal action to enforce its rights under this Agreement, the prevailing party will be entitled to recover from the other Party its expenses (including reasonable attorneys' fees and costs) incurred in connection with the action and any appeal.
arbitration. The dispute shall be resolved through binding arbitration conducted in accordance with the rules of the American Arbitration Association.
mediation.
mediation, then the dispute will be resolved through binding arbitration conducted in accordance with the rules of the American Arbitration Association.
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Entire Agreement. This Agreement contains the entire understanding between the Parties and supersedes and cancels all prior agreements of the Parties, whether oral or written, with respect to such subject matter.
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Notices. Any notice or other communication given or made to any Party under this Agreement shall be in writing and delivered by hand, sent by overnight courier service or sent by certified or registered mail, return receipt requested, to the address stated above or to another address as that Party may subsequently designate by notice and shall be deemed given on the date of delivery.
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Waiver. No Party shall be deemed to have waived any provision of this Agreement or the exercise of any rights held under this Agreement unless such waiver is made expressly and in writing. Waiver by any Party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any other subsequent breach or violation.
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Miscellaneous.This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors and assigns. The provisions of this Agreement are severable. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision. The section headings herein are for reference purposes only and shall not otherwise affect the meaning, construction or interpretation of any provision of this Agreement.This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together, shall constitute one and the same document.
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Other. _____________________
YOU, THE BUYER, MAY CANCEL THIS TRANSACTION AT ANY TIME PRIOR TO MIDNIGHT OF THE THIRD BUSINESS DAY AFTER THE DATE OF THIS TRANSACTION. SEE THE ATTACHED CANCELLATION FORM FOR AN EXPLANATION OF THIS RIGHT.
GENERAL INSTRUCTIONS
WHAT IS A BUSINESS CONTRACT?
A business contract is an agreement in which each party agrees to an exchange, typically involving money, goods, or services. Business contracts protect both buyers and sellers, by reducing agreements to writing. The contract can be as long or short as necessary in order to cover the important details of the contract.
Contracts are legally binding on the parties who sign them. In business, contracts are typically either sales agreements, for the sale of goods, or service agreements, for the sale of services.
An offer is the basis for the contract. For example, “I will provide cleaning services for your business at $40 an hour” is an offer. When the business owner says, in effect, “I will pay $40 an hour for your cleaning services” that is an acceptance of the offer. Consideration is the exchange, in this case, of money for services. Both parties must agree to the terms of the offer and acceptance. If the business owner says, instead, “I will pay you $35 an hour for your cleaning service,” this is a counter offer. In this example, there is not yet a meeting of the minds, and therefore no contract.
Reducing agreements to writing is not always required for a legally binding business contract, however, when agreements are not reduced to writing, some confusion may occur. Consequently, it is best to write out the agreement.
WHAT IS A SALES AGREEMENT?
When one is engaged in selling goods, a business contract called a sales agreement is used. The sales agreement details the agreement between the parties. It likely includes the item sold, the purchase price for the item, and the number of items the buyer will purchase. It may also include the date the items will be delivered, how they will be delivered, and when payment is due.
WHAT IS A SERVICES AGREEMENT?
Service agreements are business contracts used when one is selling a service. The service agreement provides necessary details, such as the service provided, the timeline in which the service will be provided, the cost of the service, when payment is due, and other details necessary to cover the agreement between the parties.
THE CONSEQUENCES OF NOT HAVING ONE
When you have a business contract reduced to writing, you have a clear road map detailing what you and the other party to the contract agreed to. Because contracts are legally binding, if the other party fails to meet their obligations, you have the right to legal recourse.
The absence of written service agreements and sales agreements has led to many disagreements. This can lead to lost business and ill will. In some cases, if the contract is not in writing, it is not enforceable – even if there is no dispute over the terms. Most states have adopted the Uniform Commercial Code (UCC) which requires all contracts must be in writing, if they contract lasts more than one year.
THE MOST COMMON SITUATIONS FOR USING ONE
Business contracts are most commonly used any time a business owner agrees to provide a service or good to another, or any time a business owner agrees to pay for a service or good. In other words, if money is being exchanged, a service agreement or sales agreement is the best practice.
Business owners use sales agreements when selling their products. They also use sales agreements when purchasing supplies to create their product. Finally, sales agreements are used when purchasing supplies for the office, from cleaning supplies, to lunch for the staff, to office supplies.
Business owners use service agreements when selling their services. They also use service agreements when purchasing services, from office cleaning, to instrument and machine maintenance, to car services.
WHAT SHOULD BE INCLUDED?
When drafting a business contract, include every detail relevant to the contract. If it is not written into the contract, it is not considered part of the contract. When writing a contract, at a minimum, the following should be included:
The agreement should also include:
- Offer
- Acceptance
- Consideration
- Details pertaining to the order
- Signatures