Sale of Goods Agreement (Pro-Seller) (Texas): Free template
Sale of Goods Agreement (Pro-Seller) (Texas)
A Sale of Goods Agreement (Pro-Seller) in Texas is a legally binding contract that defines the terms under which a seller supplies goods to a buyer. This agreement is designed to protect the seller’s interests by establishing clear payment obligations, delivery terms, risk allocation, and liability limitations. It is commonly used in industries such as manufacturing, wholesale distribution, e-commerce, and retail, where businesses sell physical goods regularly.
Texas businesses use this agreement to ensure payment security, reduce disputes over product quality, and establish legally enforceable sales terms. Texas follows the Uniform Commercial Code (UCC) Article 2, which governs sales transactions and allows sellers to disclaim certain warranties, specify delivery obligations, and enforce payment terms. The agreement also helps sellers prevent common issues such as late payments, product returns, and liability for lost or damaged goods.
For sellers operating in Texas, this agreement provides a structured legal framework that protects revenue, minimizes financial risks, and streamlines transactions with customers. Businesses should tailor their agreements to comply with Texas contract laws and ensure clarity in all contractual terms.
Tips for drafting and maintaining a Sale of Goods Agreement (Pro-Seller) in Texas
- Clearly define the goods being sold, including specifications, quantity, pricing, and acceptable quality standards to prevent disputes.
- Establish payment terms that protect the seller, including required deposits, invoicing timelines, penalties for late payments, and acceptable payment methods. Texas law enforces written payment terms, making them critical for enforceability.
- Specify delivery terms such as shipping responsibilities, transfer of risk, and liability for lost or damaged goods. Under Texas UCC Article 2, risk of loss typically passes to the buyer upon delivery unless the agreement states otherwise.
- Limit seller liability by disclaiming implied warranties unless the seller explicitly offers guarantees. Under Texas law, sellers can exclude warranties of merchantability and fitness for a particular purpose if done in writing.
- Include a return and refund policy that specifies whether returns are allowed and under what conditions. Texas law allows sellers to establish no-return policies, provided they are clearly disclosed to the buyer.
- Incorporate a force majeure clause to protect the seller from liability if events beyond their control, such as supply chain disruptions or natural disasters, delay or prevent fulfillment of the agreement.
Frequently asked questions (FAQs)
Q: What should Texas businesses include in a Sale of Goods Agreement (Pro-Seller)?
A: Businesses should include product descriptions, payment terms, delivery obligations, warranty disclaimers, risk of loss terms, and liability limitations to protect the seller.
Q: How does a Sale of Goods Agreement (Pro-Seller) benefit Texas sellers?
A: It protects sellers from disputes over product quality, late payments, and liability while ensuring that payment and delivery terms are legally enforceable.
Q: Are disclaimers of warranties enforceable in Texas?
A: Yes, under Texas UCC Article 2, sellers can disclaim implied warranties, such as the warranty of merchantability and fitness for a particular purpose, as long as it is clearly stated in writing.
Q: What happens if a buyer refuses to pay under a Sale of Goods Agreement in Texas?
A: The seller can enforce payment terms through legal action, including contract damages, repossession of goods, or interest penalties on late payments.
Q: How should Texas sellers handle disputes under a Sale of Goods Agreement?
A: Sellers should include a dispute resolution clause specifying whether disputes will be handled through arbitration, mediation, or Texas courts.
Q: Does Texas require sales tax on goods sold under this agreement?
A: Yes, most sales of tangible goods in Texas are subject to Texas sales and use tax laws, and sellers must collect and remit applicable taxes unless an exemption applies.
Q: Can a seller refuse returns under a Sale of Goods Agreement in Texas?
A: Yes, the agreement can specify no returns or limited returns as long as this policy is clearly disclosed to the buyer in the contract.
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This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.