Sale of Goods Agreement
A sale of goods agreement records the sale of goods, the price, delivery, and when ownership and risk pass from seller to buyer. Use it for a one-off or recurring sale of movable goods in Ireland. In business-to-business sales the Sale of Goods Act 1893 and the Sale of Goods and Supply of Services Act 1980 imply terms on title, description and quality; where the buyer is a consumer, the Consumer Rights Act 2022 governs the contract and its rights cannot be excluded.
Sale of Goods Agreement
SALE OF GOODS AGREEMENT
THIS AGREEMENT is made on [date]
BETWEEN
Seller: [full name / company name and registered number], of [address] ("the Seller")
AND
Buyer: [full name / company name and registered number], of [address] ("the Buyer")
1. THE GOODS
The Seller agrees to sell and the Buyer agrees to buy the following goods: [description, quantity, model, specification] ("the Goods").
2. PRICE
The total price is EUR [amount] [plus VAT where applicable]. Payment is due [on delivery / within [X] days of invoice] by [bank transfer to IBAN [____] / other method].
3. DELIVERY
The Seller shall deliver the Goods to [delivery address] on or before [date]. [Delivery costs are borne by [party].]
4. PASSING OF RISK AND TITLE
Risk in the Goods passes to the Buyer on delivery. Title (ownership) passes to the Buyer only when the Seller has received payment in full.
5. QUALITY AND CONFORMITY
The Seller warrants that it has the right to sell the Goods and that the Goods correspond with their description. The terms implied by the Sale of Goods Act 1893 and the Sale of Goods and Supply of Services Act 1980 as to merchantable quality and fitness for purpose apply. Where the Buyer deals as a consumer, those statutory rights cannot be excluded.
6. ACCEPTANCE AND DEFECTS
The Buyer shall examine the Goods on delivery and notify the Seller of any shortage, damage or non-conformity within [X] days. The Seller shall repair, replace or refund non-conforming Goods in accordance with law.
7. LIMITATION OF LIABILITY
Nothing in this Agreement limits liability that cannot be limited by law. Subject to that, the Seller's liability is limited to the price of the Goods. [Adjust for consumer sales, where statutory rights prevail.]
8. GOVERNING LAW
This Agreement is governed by the law of Ireland and subject to the jurisdiction of the Irish courts.
Signed by the Seller: ______________________ Date: __________
Signed by the Buyer: ______________________ Date: __________
Legal basis
Frequently asked questions
When does ownership of the goods pass to the buyer?
That depends on what the contract says. This template provides that risk passes on delivery but that ownership (title) passes only when the seller has been paid in full. Such a retention-of-title clause helps protect the seller if the buyer fails to pay or becomes insolvent; it should be clearly worded and agreed before delivery.
Can the seller exclude the quality guarantees?
In a business-to-business sale the implied terms on quality and fitness for purpose can be limited only where the exclusion is fair and reasonable under the 1980 Act. Where the buyer is a consumer, the Consumer Rights Act 2022 rights to goods that conform to the contract cannot be excluded or restricted, and a clause attempting to do so is not binding on the consumer.
What happens if the goods are faulty?
A consumer buyer can require repair or replacement, and in some cases a price reduction or termination of the contract, under the Consumer Rights Act 2022; within 30 days of delivery a consumer can usually reject faulty goods and get a full refund. A business buyer relies on the implied terms of the 1893 and 1980 Acts and on clause 6 of this template, and should notify defects quickly.
Does a sale of goods contract have to be in writing?
No. Most sales of goods are valid even if made orally or by conduct. A written agreement is still advisable for higher-value sales, credit terms or retention of title, because it proves what was agreed about price, delivery and defects.
How long does a buyer have to sue for faulty goods?
An action for breach of contract must generally be brought within six years from the date of the breach under the Statute of Limitations 1957; for consumer goods, the seller's liability for lack of conformity under the Consumer Rights Act 2022 also runs for six years from delivery. Act early: evidence of the fault is easier to prove soon after delivery.