Below are general provision s that are usually included in sales contracts. Alth

Question

Below are general provisions that are usually included in sales contracts. Although some of these restrictions have been relaxed by the UCC, specificity can avoid problems in sales transactions.  Information for the specific contract you are to draft is located on the page following these provisions.

Draft a Sales Contract for the following hypothetical:

All Around T-Shirts, Inc., a Florida corporation, doing business at 2241 Contract Lane, Tampa, Florida, is a manufacturer of all types of sports Tee shirts. On October10, 2017, they were contacted by Sports Company USA, a company located at 1000 Tee Shirt Avenue, Atlanta, Georgia, for the purchase of 500 T-shirts of the following types:

All Around T-Shirts confirmed by fax on October 13thto Sports Company that they had the t-shirts in stock. Delivery is to be made 30 days after confirmation of the order. An inspection must occur within 24 hours of receipt of the t-shirts, upon which payment of $1,000 (total price for the t-shirts) has to be tendered to All Around T-Shirts, Inc.

Draft the sales contract between the parties. You are to include all provisions listed in #8 above (located on first page) and any others you feel necessary for this sales contract to be enforceable.

Explanation / Answer

Sales Contract

This sales contract (the Contract) Dated 13th day of October, 2017

Between:

All Around T-Shirts, Inc. Of 2241 Contract Lane, Tampa, Florida

(the ‘Seller’)

-AND-

Sports Company USA of 1000 Tee Shirt Avenue, Atlanta, Georgia

(the ‘Buyer’)

In consideration of the convents and contract contained in this Sales Contract the parties to this Contract agree the follows:

Sale of Goods

500 T-Shirts of the following types:

100 Tampa Bay Rays, 100 Tampa Bay Buccaneers, 200 Tampa Bay Lightening, 50 Yankees, 10 Dodgers, 10 San Francisco 49ers, 10 Detroit Lions, 10 Philadelphia Phillies and 10 Boston Red Sox.

Purchase Price

2. The Buyer will accept the Goods and pay for the Goods with the sum of one thousand ($1000)USD, paid by cash as required in clause 4 of this Agreement.

3. The Seller and the Buyer both acknowledge the sufficiency of this consideration. In addition to the purchase price specified in the Contract, the amount of any present or future sales, use, excise or similar tax applicable to the sale of the Goods will be paid by the Buyer, or alternatively, the Buyer will provide the Seller with a tax exemption certificate acceptable to the applicable taxing authorities.

4. The Buyer will make payment for the Goods at the time when, and at the place where, the Goods are received by the Buyer and subjected to inspection which will occur within 24 hours of receipt of the t-shirts, upon which payment of $1,000 (total price for the t-shirts) shall be tendered to the Seller.

Delivery of Goods

5. The Goods will be deemed received by the Buyer when delivered to the Buyer at 1000 Tee Shirt Avenue, Atlanta, Georgia. The method of shipment will be within discretion of the Buyer. However, the Seller will only be responsible for the lesser truck freight or rail freight to the Buyer.

Risk of Loss

6. Risk of loss will be on the Buyer from the time of delivery to the carrier. The Buyer will provide at its expense, insurance on the Goods insuring the Seller’s and Buyer’s interest as they appear, until payment in full to the Seller.

Warranties

7. THE GOODS ARE SOLD ‘AS IS’ AND THE SELLER EXPRESSLY DISCLAIMS ALL WARRANTIED, WHETHER EXPRESS OR IMPLIED, INCLUDING NUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The seller does not assume, or authorize any other person to assume on the behalf of the Seller, any liability in connection with the sale of the Goods. The Seller’s above disclaimer of warranties does not in any way affect the terms of any applicable warranties from the manufacturer of the Goods.

8. The Buyer has been given the opportunity to inspect the Goods within 24 hours of receipt of the t-shirts in its existing condition. Further, the Seller disclaims any warranty as to the condition of the Goods.

Title

9. Title to the Goods will remain with the Seller until delivery and the actual receipt of the Goods by the Buyer or, in the alternative, the Seller delivers a document of title or registrable Bill of the Sale of the Goods, bearing any necessary endorsement, to the Buyer.

Security Interest

10. The Seller retains a security interest in the Goods until paid in full.

Inspection

11. Inspection will be made by the Buyer at the time and place of deliver within 24 hours of receipt of Goods.

Claims

12. The Buyer’s failure to give notice of any claim within 24 hours from the sate of delivery will constitute an unqualified acceptance of the Goods and waiver by the Buyer of all claims with respect to the Goods.

Excuse for Delay or Failure to Perform

13. The Seller will not be liable in any way for any delay, non-delivery or default in shipment due to labor disputes, transportation shortage, delay in receipt of material, priorities, fire, accidents and other causes beyond the control of the Seller or its suppliers. If the Seller, in its sole judgment, will be prevented directly or indirectly, on account of any cause beyond its control, from delivering the Goods at the time specified or within one month after the sate of this Contract, them the Seller will have the right to terminate this Contract by notice in writing to the Buyer, which notice will be accompanied by full refund of all sums paid by the Buyer pursuant to this Contract.

Remedies

14. The Buyer’s exclusive remedy and the Seller’s limit of the liability for any and all losses or damage resulting from defective goods or from any other cause will be for the purchase price of the particular delivery with respect to which losses or damages are claimed, plus any transportation charges actually paid by the Buyer.

Cancellation

15. The Seller reserves the right to cancel this Contract:

a. If the Buyer fails to pay for any shipment when due,

b. In the event of the Buyer’s insolvency or bankruptcy; or

c. If the Seller deems that its prospect of the payment is impaired.

Notices

16. Any notice to be given or document to be delivered to either the Seller or Buyer pursuant to this Contract will be sufficient if delivered personally or sent by prepaid registered mail to the address specified below. Any written notice or delivery of documents will have been given, made and received on the say of delivery if delivered personally, or on the third consecutive business day next following the date of mailing if sent by prepaid registered mail:

SELLER: All Around T-Shirts, Inc., 2241 Contract Lane, Tampa, Florida,_________________________

BUYER: Sports Company USA, 1000 Tee Shirt Avenue, Atlanta, Georgia, ________________________

Related Questions

Navigate

• Browse (All)
• Browse B
• Subjects

Integrity-first tutoring: explanations and feedback only — we do not complete graded work. Learn more.