Sale of Goods Agreement

This document sets out the basic terms that should be included in an agreement to sell goods such as the description of the goods, purchase price, order methods and transfer of title in the goods. It is a legally binding contract that protects the interests of both the Seller and the Buyer throughout the terms of the transaction.

Transactions involving the sale and supply of goods are governed by state and territory-based legislation (eg Sale of Goods Act 1923 (NSW); Goods Act 1958 (Vic); Sale of Goods Act 1896 (Qld); Sale of Goods Act 1895 (WA); Sale of Goods Act 1895 (SA); Sale of Goods Act 1896 (Tas); Sale of Goods Act 1972 (NT); Sale of Goods Act 1954 (ACT)) all of which have similar requirements (Acts).

Where an agreement does not cover certain aspects of the transaction, the requirements set out in the Acts will apply. If you are unsure as to how legislation will apply to your agreement, you should speak to a lawyer.

Important considerations

While the Sale of Goods Agreement provides a good framework as a simple contract, each agreement must be customised to reflect the requirements of the relevant seller and buyer. For example:

• The manner in which goods are ordered will be different in each case, depending on the internal policies and procedures of the seller.
• The manner in which goods are delivered can be quite complex, involving goods carried by sea, aircraft, road or a combination of all three. Parties to the transaction should consider who is responsible for goods while they are in transit, what happens to the goods if they are damaged in transit, who pays transit costs or in cross-border transactions and who is responsible for import or export permits and fees.
• If the goods are sold across borders, the parties would need to consider among other things the different conventions associated with international trade including the United Nations Convention on Contracts for the International Sale of Goods (CISG) (also known as the Vienna Sales Convention), how to settle disputes involving parties in different countries, and which country’s legal system should apply when interpreting the contract, etc.
• The remedies available to the buyer and seller for non-performance under this contract.

Use this Sale of Goods Agreement document If:

• You are a Seller who would like to supply or sell goods to your customers.
• You are a Buyer who would like to purchase goods.

What does this Sale of Goods Agreement document cover?

• Buyer and seller details
• Agreement to buy and sell
• Placement of orders
• Acceptance of orders
• Delivery of orders
• Packing of orders
• Payment
• Passing of title
• Rights in relation to Goods
• Passing of risk
• Term of the agreement
• Termination
• Amendments

Further Information:

• What is a Supply Agreement?
• What is Merchantable Quality in a Sale of Goods?
• Sale of Goods Act (NSW): An Explainer