A sale of goods agreement records the sale and purchase of goods, the price, and when ownership and risk pass from seller to buyer. Use it for one-off or ongoing supply of movable goods in Ireland. The Sale of Goods Act 1893 and the Sale of Goods and Supply of Services Act 1980 imply core terms; where the buyer is a consumer, the Consumer Rights Act 2022 also applies.
📄 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: __________
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. A retention-of-title clause helps protect the seller if the buyer fails to pay.
Can the seller exclude the quality guarantees?
In a business-to-business sale the parties have some freedom to limit the terms implied by the Sale of Goods legislation, subject to fairness and reasonableness. Where the buyer is a consumer, the statutory quality and conformity rights cannot be excluded or restricted.
What happens if the goods are faulty?
The buyer should notify the seller promptly. Depending on the fault and whether the buyer is a consumer, the buyer may be entitled to repair, replacement, a price reduction or a refund under the Sale of Goods legislation or the Consumer Rights Act 2022.