BUL 2241: Drafting a Sales Contract 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. 1. Quantity - be as specific as possible in delineating the minimum and maximum quantities which are the subject of the contract. If the contract requires a specific quantity, be sure to include information regarding different sizes, styles, colors or patterns, and state those requirements in clear and specific language. 2. Price - although the UCC does not require that a specific price be set forth in a contract, it is better practice to do so. Once the parties set the price, then look at the method of payment required. Also, is sales tax included in the price? Specifically state if it is not. When is payment due? Is payment due in installments? 3. Delivery - specify the time, place and manner of delivery in the sales contract. Also consider when drafting a delivery provision the occurrence of events that are out of the control of the parties. Exculpatory clauses will excuse performance without legal ramifications if properly drafted. 4. Warranties - if parties intend to exclude certain warranties in the contract, these must be specifically identified. 5. Credit - many sales transactions are made on credit. Should you include a credit clause stating that no credit will be extended until approved in writing by the appropriate party and then communicated back to the seller? 6. Remedies provided to the parties - a contract should specifically set out the parties' rights and obligations after a breach. 7. Miscellaneous provisions - sales contracts usually include other standard provisions as those on governing law, mergers, assignments, notice and signature. 8. A typical sales contract provides: Who the buyer is and who the seller is; addresses of each Sale of goods Consideration/price Identification of goods (be very specific, see #1 above) Payment (how/type, etc.) Delivery (where, when?) Risk of loss Specific warranties, if any Right of inspection Signature lines for both parties to the contract