[{"id":"fedd86df-20aa-4c37-9404-6ad52545799c","order":1,"text":"AGREEMENT FOR THE SALE AND PURCHASE OF GOODS","fontSize":"20","textAlign":"center","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true},{"id":"906bd22e-a3db-4e8d-8386-5d137199cccb","order":2,"text":"(Made under the Sale of Goods Act, 1930)","fontSize":"12","textAlign":"center","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"89451c24-524c-4224-bb9e-55d9d6b2bb0a","order":3,"text":"This Agreement for the Sale and Purchase of Goods (the "Agreement") is made at [Place of execution] on this [Date of agreement].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"ed9d3212-3ea5-406a-ab7c-7006cd9bbfb4","order":4,"text":"BETWEEN","fontSize":"14","textAlign":"center","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2fcf0c0a-83db-4c22-b4f4-4272e10c18fa","order":5,"text":"[Seller full name], son/daughter/wife of [Seller father's/husband's name], an individual residing at [Seller residential address], holding PAN [Seller PAN] (hereinafter referred to as the "Seller", which expression shall, unless repugnant to the context or meaning thereof, be deemed to include his/her legal heirs, executors, administrators and permitted assigns) of the ONE PART;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"fd57edad-311d-4248-aa03-e418b31b95e8","value":"ENTITY","type":"remove","operator":"="}]},{"id":"b9217d2f-432e-41d5-b614-d31ada298dd4","order":6,"text":"[Seller name / entity name], a [Form of entity] incorporated/registered under the laws of India and having its registered office / principal place of business at [Seller registered office address], bearing CIN/Registration No. [Seller CIN / Registration No.], represented herein by its authorised signatory [Authorised signatory name], [Designation] (hereinafter referred to as the "Seller", which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors-in-interest and permitted assigns) of the ONE PART;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"fd57edad-311d-4248-aa03-e418b31b95e8","value":"ENTITY","type":"add","operator":"="}]},{"id":"e4086ed7-a77f-4ccc-aa5d-af675cdf700b","order":7,"text":"AND","fontSize":"14","textAlign":"center","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"18fc5a33-3f74-44cd-8447-1e2bb0aab745","order":8,"text":"[Buyer full name], son/daughter/wife of [Buyer father's/husband's name], an individual residing at [Buyer residential address], holding PAN [Buyer PAN] (hereinafter referred to as the "Buyer", which expression shall, unless repugnant to the context or meaning thereof, be deemed to include his/her legal heirs, executors, administrators and permitted assigns) of the OTHER PART.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"0153d835-377e-4571-a109-66c9e98cafd4","value":"ENTITY","type":"remove","operator":"="}]},{"id":"048a3c38-e66f-49c3-a264-35b62b16ca0e","order":9,"text":"[Buyer name / entity name], a [Form of entity] incorporated/registered under the laws of India and having its registered office / principal place of business at [Buyer registered office address], bearing CIN/Registration No. [Buyer CIN / Registration No.], represented herein by its authorised signatory [Authorised signatory name], [Designation] (hereinafter referred to as the "Buyer", which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors-in-interest and permitted assigns) of the OTHER PART.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"0153d835-377e-4571-a109-66c9e98cafd4","value":"ENTITY","type":"add","operator":"="}]},{"id":"45c81620-38a0-49f8-8312-f8845c5cb23d","order":10,"text":"The Seller and the Buyer are hereinafter individually referred to as a "Party" and collectively as the "Parties".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"b53e3792-7ff8-4e8e-a41f-d9fdc4b0d987","order":11,"text":"WHEREAS:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"66811381-14ca-41bb-b820-2eb63f7e40c5","order":12,"text":"(a) The Seller is engaged in the business of dealing in goods of the description set out in this Agreement and is the lawful and absolute owner of, and has good and marketable title to, the said goods, free from any charge, lien, encumbrance or third-party claim;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"24476ac5-b626-44bf-aa78-f4d08bdb322a","order":13,"text":"(b) The Buyer is desirous of purchasing the said goods and the Seller has agreed to sell the same to the Buyer upon the terms and subject to the conditions hereinafter appearing; and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"66e32c70-136d-4b75-b6fb-24305932c373","order":14,"text":"(c) The Parties are desirous of recording the terms and conditions of such sale and purchase in writing in the manner hereinafter set out.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"036ece43-6389-48f2-a335-d52dac88de71","order":15,"text":"NOW THEREFORE, in consideration of the mutual covenants, terms and conditions set out herein, and intending to be legally bound, the Parties hereby agree as follows:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"31eea76c-f79b-4869-b1b3-21059c539a9e","order":16,"text":"1. DEFINITIONS AND INTERPRETATION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S01"},{"id":"8a177896-4307-4ee9-8dec-7929a8bc2574","order":17,"text":"In this Agreement, unless the context otherwise requires: "Goods" means the goods described in Clause 2; "Price" means the consideration payable for the Goods as set out in Clause 3; "Delivery" means delivery of the Goods in accordance with Clause 4; "Defect" means any failure of the Goods to conform with the description, specifications, quality, grade or standard set out in Clause 2; "GST" means the goods and services tax leviable under the Central Goods and Services Tax Act, 2017, the relevant State/Union Territory GST law and the Integrated GST Act, 2017, as applicable; "Force Majeure" has the meaning given in Clause 12; "documents of title to goods" has the meaning assigned to it under Section 2(4) of the Sale of Goods Act, 1930; and "Business Day" means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general business in India. Words importing the singular include the plural and vice versa; the headings are for convenience only and shall not affect interpretation; any reference to a statute includes any amendment or re-enactment thereof for the time being in force; and any reference to a Clause is to a clause of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"41f49b1a-b10c-4de7-85ed-89f81b604c2f","order":18,"text":"2. DESCRIPTION AND QUANTITY OF THE GOODS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S02"},{"id":"46b0ea17-1432-4304-bc38-afbfe2748d8c","order":19,"text":"The Seller agrees to sell and the Buyer agrees to purchase the following goods (the "Goods"): [Description of the goods], in a quantity of [Quantity] [Unit of measure].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ec945ca2-4f93-42d8-9493-15b91fa68811","order":20,"text":"The Goods shall conform to the following specifications, quality, grade or standard: [Specifications / quality / grade / standard].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"35b82ef1-a934-46d8-b883-05fbb5d40f31","order":21,"text":"The Goods shall be packed and marked as follows: [Packing and marking]. Where the sale is by sample and/or by description, the bulk of the Goods shall correspond with the sample and/or description within the meaning of Sections 15 and 17 of the Sale of Goods Act, 1930.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"0bc77cc0-96a5-4abf-8c1f-62b0cd4524fb","order":22,"text":"3. PRICE AND TERMS OF PAYMENT","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S03"},{"id":"c1c470e7-0d53-4d1e-80c1-5967c5211e65","order":23,"text":"The total price payable by the Buyer to the Seller for the Goods is Rs. [Total price (in figures)] (Rupees [Total price (in words)] only) (the "Price").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3e581046-55fd-46c4-b3eb-b1d53cfa37f3","order":24,"text":"The Price is exclusive of Goods and Services Tax (GST) and all other applicable taxes, duties, cesses and statutory levies, which shall be borne and paid by the Buyer in addition to the Price, against a valid tax invoice issued by the Seller.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"738d77f7-eed9-409f-b58a-aaf02aa6c90b","value":"EXCL","type":"add","operator":"="}]},{"id":"3893dfc7-0364-4d37-a79e-6cf1ce65d3da","order":25,"text":"The Price is inclusive of Goods and Services Tax (GST) and all other applicable taxes, duties, cesses and statutory levies, and the Seller shall raise a valid tax invoice in respect thereof.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"738d77f7-eed9-409f-b58a-aaf02aa6c90b","value":"INCL","type":"add","operator":"="}]},{"id":"4f934b41-b55a-4944-805d-772a9f9f65d8","order":26,"text":"For the purposes of GST, the GST Identification Number (GSTIN) of the Seller is [Seller GSTIN] and the GSTIN of the Buyer is [Buyer GSTIN]. The place of supply for this transaction shall be [Place of supply]. The Seller shall issue a tax invoice conforming to the requirements of the Central Goods and Services Tax Act, 2017 and the rules made thereunder (including, where applicable, e-invoicing requirements), and shall duly report the supply and remit the applicable GST so as to enable the Buyer to avail of input tax credit. Each Party shall bear the taxes for which it is liable under applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"69f2519a-e2e3-4174-b3b2-b979159e4e23","order":27,"text":"Where the Buyer is required under the Income-tax Act, 1961 to deduct tax at source on any payment under this Agreement, the Buyer shall deduct such tax at the rate of [TDS rate (% )]% (or such other rate as may be prescribed by law), shall deposit the same with the appropriate authority within the prescribed time, and shall furnish the Seller with a valid certificate of deduction. Such deduction shall constitute good discharge of the corresponding portion of the Price.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"75001355-93b8-4892-90bd-d61f606ab744","value":"1","type":"add","operator":"="}]},{"id":"a8ba2688-b8d7-4cff-82df-08af53d2334d","order":28,"text":"The stamp duty payable on this Agreement under the Indian Stamp Act, 1899 (as applicable in the State of [State for stamp duty]) shall be borne by [Party bearing stamp duty]. The Parties shall ensure that this Agreement is duly stamped before it is acted upon or tendered in evidence.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"26af210c-e155-45b3-a8dc-92b92aac7ab3","order":29,"text":"All payments under this Agreement shall be made by [Mode of payment] in Indian Rupees (INR) to the following account of the Seller: [Seller's bank / payment details].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"797241af-130b-490a-adf3-ff2b3db7d68b","order":30,"text":"The Buyer shall pay the entire Price to the Seller on or before [Payment due date], in a single payment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"b9f9b722-c248-43ca-b434-f143d74a01a6","value":"LUMP","type":"add","operator":"="}]},{"id":"7f58f940-b0ef-4d58-b9c5-de6ae32a9bc7","order":31,"text":"The Buyer shall pay an advance of Rs. [Advance amount] upon execution of this Agreement, and shall pay the balance of the Price to the Seller on or before [Balance due date].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"b9f9b722-c248-43ca-b434-f143d74a01a6","value":"ADVANCE","type":"add","operator":"="}]},{"id":"e94e3d3a-b0ea-4c66-8a2a-1c6f5ec13831","order":32,"text":"The Buyer shall pay the Price in [Number of instalments] equal instalments of Rs. [Amount per instalment] each, payable on a [Frequency] basis, the first instalment falling due on [First instalment due date] and each subsequent instalment falling due on the corresponding day of each successive period until the Price is paid in full. Time for payment shall be of the essence of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"b9f9b722-c248-43ca-b434-f143d74a01a6","value":"INSTAL","type":"add","operator":"="}]},{"id":"1b8cf3c5-c30b-4472-a40f-31c860078198","order":33,"text":"Without prejudice to any other right or remedy of the Seller, if the Buyer fails to pay any sum due under this Agreement on the due date, the Buyer shall pay interest on the overdue amount at the rate of [Interest rate on late payment (% per annum)]% per annum, calculated on a daily basis from the due date until actual payment, whether before or after judgment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"1fad0625-0b10-4878-b14b-e2343258b9c6","order":34,"text":"4. DELIVERY OF THE GOODS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S04"},{"id":"b7e39580-4701-41da-8b35-d885dd3a72af","order":35,"text":"The Seller shall deliver the Goods to the Buyer on or before [Delivery date / period] at the following place of delivery: [Place of delivery].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2e403c35-0c2b-4087-a619-82045d02115d","order":36,"text":"Delivery shall be made on the following basis: [Delivery terms], in accordance with Sections 36 to 39 of the Sale of Goods Act, 1930.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e7f79596-419f-4e78-975e-4322667bb2d2","order":37,"text":"Where the Goods are to be sent by the Seller to the Buyer through a carrier, the Goods shall be carried by [Carrier / mode of transport], and delivery of the Goods to such carrier shall, subject to Clause 5, be deemed to be delivery to the Buyer. The Seller shall make such contract with the carrier on behalf of the Buyer as may be reasonable having regard to the nature of the Goods and the other circumstances of the case.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"46a36021-c2f0-4758-9371-c83b35e45a3e","value":"by despatch through a carrier","type":"add","operator":"="}]},{"id":"42a67fcd-6058-4f65-89e1-a242d06a71c5","order":38,"text":"Where the movement of the Goods requires an e-way bill under the Goods and Services Tax laws, the Party responsible for causing the movement of the Goods shall generate and carry a valid e-way bill. Where the Goods are sent by a route involving sea transit, the Seller shall give such notice to the Buyer as may enable the Buyer to insure the Goods during their sea transit, failing which the Goods shall be deemed to be at the Seller's risk during such sea transit, in accordance with the Sale of Goods Act, 1930 (s. 39).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"46a36021-c2f0-4758-9371-c83b35e45a3e","value":"by despatch through a carrier","type":"add","operator":"="}]},{"id":"898fbd18-82f3-4a08-8c21-cc2029b7d479","order":39,"text":"The Buyer shall not be bound to accept delivery of the Goods by instalments unless otherwise agreed in writing. The Seller shall provide reasonable notice to the Buyer to enable the Buyer to take delivery, and the cost of and incidental to putting the Goods into a deliverable state shall, unless otherwise agreed, be borne by the Seller.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"18c4f551-e47e-4b28-9eaf-6dc0d77699a1","order":40,"text":"5. PASSING OF PROPERTY AND RISK","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S05"},{"id":"6f4ac346-8301-4946-a3df-fd2c29f69d67","order":41,"text":"Where the Goods sold are specific or ascertained, the property in the Goods shall pass to the Buyer at such time as the Parties intend it to pass, namely upon Delivery of the Goods and receipt by the Seller of the full Price in respect thereof, in accordance with Sections 19 to 24 of the Sale of Goods Act, 1930.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"51b2a30b-b44b-40bf-a6ac-4baa2d8ecbb0","order":42,"text":"Unless otherwise agreed, the Goods shall remain at the Seller's risk until the property therein is transferred to the Buyer, and upon such transfer the Goods shall be at the Buyer's risk whether delivery has been made or not, in accordance with the provisions of the Sale of Goods Act, 1930 relating to risk (s. 26). The Buyer is advised to insure the Goods from the time risk passes.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c5282e81-d897-41b3-93b3-a47864702744","order":43,"text":"The Seller shall, upon Delivery and against payment in accordance with Clause 3, hand over to the Buyer all documents of title to the Goods and all other documents reasonably required to enable the Buyer to take possession of and lawfully deal with the Goods.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"f7ca6cc7-f620-4294-bd56-2ef017be5b13","order":44,"text":"6. INSPECTION, ACCEPTANCE AND REJECTION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S06"},{"id":"8c966e73-f33c-4591-aedd-ec85d111e7af","order":45,"text":"The Buyer shall have a reasonable opportunity of examining the Goods for the purpose of ascertaining whether they conform with this Agreement, in accordance with Sections 41 and 42 of the Sale of Goods Act, 1930. The Buyer shall inspect the Goods within [Inspection period (in days)] day(s) of Delivery and shall, within the said period, give written notice to the Seller of any Goods which do not conform with this Agreement. If no such notice is given within the said period, the Buyer shall be deemed to have accepted the Goods.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bc09f85e-6224-4c00-a5d5-cbc5be687b70","order":46,"text":"Where the Buyer rightfully rejects any Goods, the Buyer shall not be bound to return the rejected Goods, but it shall be sufficient if the Buyer intimates the Seller that the Buyer refuses to accept them, and the Seller shall, at its cost, collect, repair, replace or refund the value of the rejected Goods at the Buyer's option.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"fd95f5d3-899e-4177-86fe-d70107baa1bb","order":47,"text":"7. WARRANTIES AND CONDITIONS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S07"},{"id":"291054f5-c22a-4846-8d38-ec9ba8a89b42","order":48,"text":"The Seller warrants that it has the right to sell the Goods, that the Buyer shall enjoy quiet possession of the Goods, and that the Goods are free from any charge or encumbrance in favour of any third party not declared or known to the Buyer before or at the time of this Agreement, in accordance with the implied undertakings as to title under the Sale of Goods Act, 1930 (s. 14).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"caf2bf2b-267c-41cf-812a-a583cda33161","order":49,"text":"The Seller further represents and warrants that: (a) the Goods are its absolute property, free from any charge, lien, hypothecation, pledge or encumbrance, and the Seller has full right, power and authority to sell the Goods; (b) the sale of the Goods does not and shall not infringe any third party's rights, including any intellectual property rights; (c) there is no litigation, attachment, insolvency or other proceeding pending or threatened against the Seller that would affect its ability to perform this Agreement; and (d) the Seller has obtained all licences, permits and approvals required to sell the Goods and is in compliance with all applicable laws. The Seller shall keep the Buyer indemnified against any loss arising from a breach of these warranties or from any lawful disturbance of the Buyer's quiet possession of the Goods (eviction).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cdf21ac1-7f38-4428-b3eb-0a5aeb006b0e","order":50,"text":"The Seller further warrants that the Goods shall be of merchantable quality and reasonably fit for the purpose made known by the Buyer, and shall be free from defects in material and workmanship for a period of [Express warranty period (in months)] month(s) from the date of Delivery. During the said warranty period, the Seller shall, at its cost, repair or replace any Goods found to be defective, in accordance with Sections 15 and 16 of the Sale of Goods Act, 1930.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"e0c705c1-abfc-45c8-8dc8-875e5a395fb9","value":"EXPRESS","type":"add","operator":"="}]},{"id":"1556bf67-9868-48e5-8586-3ec6f7a12e2e","order":51,"text":"Save for the warranties as to title and quiet possession set out above, the Goods are sold on an "as is, where is" basis. To the fullest extent permitted by law, and subject to the Buyer having had a reasonable opportunity of examining the Goods, all other conditions, warranties and representations, whether implied by the Sale of Goods Act, 1930 or otherwise, including as to merchantable quality and fitness for a particular purpose, are hereby expressly excluded. Nothing in this Clause shall exclude or limit liability for fraud or for any liability that cannot be excluded by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"e0c705c1-abfc-45c8-8dc8-875e5a395fb9","value":"ASIS","type":"add","operator":"="}]},{"id":"8367d4a0-5b4c-4976-924d-dfb22dafe95c","order":52,"text":"The Buyer warrants that all information furnished by the Buyer to the Seller in connection with this Agreement is true and accurate, and that the Buyer is duly authorised to enter into and perform this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"8412a09b-dd33-47d0-aabb-03a81a2c3023","order":53,"text":"8. RETENTION OF TITLE","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"6974ee1e-150b-4b34-a936-2232ec7e2afc","value":"1","type":"add","operator":"="}],"sectionNum":"S08"},{"id":"3772a648-d747-4f2b-837f-fb7dd38177ef","order":54,"text":"Notwithstanding Delivery of the Goods, and notwithstanding Clause 5, the property in and title to the Goods shall not pass to the Buyer until the Seller has received payment in full of the Price and of all other sums due from the Buyer to the Seller under this Agreement. Until such time, the Buyer shall hold the Goods as bailee and fiduciary agent of the Seller, shall store the Goods separately and in a manner enabling them to be identified as the Seller's property, and shall not charge, pledge or otherwise encumber the Goods. The Seller shall be entitled, at any time before the property passes, to repossess the Goods, and for that purpose the Buyer grants the Seller and its agents an irrevocable licence to enter any premises where the Goods may be stored.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"6974ee1e-150b-4b34-a936-2232ec7e2afc","value":"1","type":"add","operator":"="}]},{"id":"9aea7fba-eec9-4cb2-acee-ca1675cc4b12","order":55,"text":"9. LIQUIDATED DAMAGES FOR DELAYED DELIVERY","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"50017e84-c430-4ced-a804-cafd1d1f8322","value":"1","type":"add","operator":"="}],"sectionNum":"S09"},{"id":"14c6fa92-27ec-4c46-aebb-7047052e1b62","order":56,"text":"If the Seller fails to deliver the Goods by the agreed delivery date (save for delay caused by an event of Force Majeure), the Seller shall pay to the Buyer, as a genuine pre-estimate of loss and not as a penalty, liquidated damages at the rate of [Liquidated damages rate (% per week)]% of the Price for each week (or part thereof) of delay, subject to an aggregate maximum of [Maximum cap (% of Price)]% of the Price. Payment of liquidated damages shall be the Buyer's sole monetary remedy for delay in Delivery, without prejudice to the Buyer's right to terminate under Clause 10.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"50017e84-c430-4ced-a804-cafd1d1f8322","value":"1","type":"add","operator":"="}]},{"id":"8ed99adb-50ac-4821-af64-bdb6abc7bbb3","order":57,"text":"10. DEFAULT, REMEDIES AND TERMINATION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S10"},{"id":"3c57987d-437a-40d1-b512-1e0bf6265409","order":58,"text":"If either Party commits a material breach of this Agreement and fails to remedy the same within fifteen (15) days of written notice requiring it to do so, the non-defaulting Party may, without prejudice to its other rights and remedies, terminate this Agreement by written notice with immediate effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e89234b6-03d4-447e-833a-8a4341b9ea0d","order":59,"text":"Where the Buyer wrongfully neglects or refuses to accept and pay for the Goods, the Seller may maintain a suit for the price or for damages for non-acceptance under Sections 55 and 56 of the Sale of Goods Act, 1930, and may exercise the unpaid seller's rights of lien, stoppage in transit and resale under Sections 46 to 54 of the said Act. Where the Seller wrongfully neglects or refuses to deliver the Goods, the Buyer may maintain a suit for damages for non-delivery or for specific performance under Sections 57 and 58 of the said Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"576b0e10-e441-47ae-a297-3a8eba5e4987","order":60,"text":"Termination of this Agreement shall be without prejudice to any rights, remedies or liabilities accrued prior to the date of termination, and the Clauses which by their nature are intended to survive termination shall continue in full force and effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"05b4e9cd-c103-4b87-bc19-4a3a22a7b38f","order":61,"text":"11. FORCE MAJEURE","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S11"},{"id":"f721b3b8-0a09-4004-93f1-01fcc02e787c","order":62,"text":"Neither Party shall be liable for any failure or delay in performing its obligations (other than an obligation to pay money) where such failure or delay results from any cause beyond its reasonable control, including act of God, flood, earthquake, fire, war, riot, civil commotion, epidemic or pandemic, governmental action, embargo, or strike ("Force Majeure"). The affected Party shall promptly notify the other Party and shall use reasonable endeavours to mitigate the effect of the Force Majeure event. If the event continues for more than sixty (60) days, either Party may terminate this Agreement by written notice without liability.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"1eca08e0-f5e7-455a-946e-50e15ad39ee2","order":63,"text":"12. LIMITATION OF LIABILITY AND INDEMNITY","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S12"},{"id":"7422898d-eef4-4d6f-a4c3-c32e52318048","order":64,"text":"Save in respect of liability for death or personal injury caused by negligence, fraud, or any liability that cannot lawfully be excluded or limited, the aggregate liability of each Party under or in connection with this Agreement shall not exceed the total Price payable hereunder, and neither Party shall be liable for any indirect, special or consequential loss, or loss of profit, business or goodwill.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2361ff1e-cf1d-46b7-859e-09c43376b2c8","order":65,"text":"Each Party shall indemnify and keep indemnified the other Party against all direct losses, damages, costs and expenses arising out of any breach of this Agreement by the indemnifying Party or out of any third-party claim attributable to such Party's acts or omissions.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"b70618b2-ec1a-4d09-b157-1faeffecdbef","order":66,"text":"13. CONFIDENTIALITY","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S13"},{"id":"497c78d9-d172-41e2-a8a0-a16370e57bdc","order":67,"text":"Each Party shall keep confidential all commercial, technical and financial information of the other Party disclosed in connection with this Agreement, shall use it solely for the performance of this Agreement, and shall not disclose it to any third party save as required by law or to its professional advisers under a like duty of confidence. This obligation shall survive termination for a period of three (3) years.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"12636e13-a14c-4173-940f-611719fe0663","order":68,"text":"14. COMPLIANCE WITH LAWS, ANTI-BRIBERY AND SANCTIONS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S14"},{"id":"221dd3aa-4681-4834-9b6a-814e58c1683d","order":69,"text":"Each Party shall comply with all laws, rules and regulations applicable to it in connection with this Agreement, including the Prevention of Corruption Act, 1988, the Prevention of Money Laundering Act, 2002, and all applicable anti-bribery, anti-corruption, trade control and economic sanctions laws. Neither Party shall, directly or indirectly, offer, give, solicit or accept any bribe, illegal payment or improper advantage in connection with this Agreement. Each Party represents that neither it nor its directors or beneficial owners are subject to any applicable sanctions, and that the funds used for performance of this Agreement are derived from lawful sources. Breach of this Clause shall constitute a material breach entitling the other Party to terminate this Agreement with immediate effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"2ec0541f-d63b-435e-aa43-9fff75114c74","order":70,"text":"15. ASSIGNMENT, NOTICES AND GENERAL PROVISIONS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S15"},{"id":"db91d334-5c4e-4cc1-9826-894b0ada100b","order":71,"text":"Neither Party shall assign, transfer or sub-contract any of its rights or obligations under this Agreement without the prior written consent of the other Party, such consent not to be unreasonably withheld.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"eebf3ba4-72a1-41d3-a322-2b7a08177e86","order":72,"text":"Any notice under this Agreement shall be in writing and shall be delivered by hand, by registered post with acknowledgement due, or by email, to the Seller at [Seller's email for notices] and to the Buyer at [Buyer's email for notices], or to such other address as a Party may notify in writing. A notice shall be deemed received on actual delivery, or on the second Business Day after posting, or on transmission if sent by email on a Business Day.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"753a99a6-c9e9-4597-bf06-915b0b53aaeb","order":73,"text":"This Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations, understandings and agreements. No variation of this Agreement shall be effective unless made in writing and signed by or on behalf of both Parties. No failure or delay by a Party in exercising any right shall operate as a waiver thereof. If any provision is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Nothing in this Agreement shall create any partnership, joint venture or agency between the Parties.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"160f9ba2-0395-4aa3-acea-b9ebce4a5038","order":74,"text":"This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original, and all of which together shall constitute one and the same instrument. The Parties agree that this Agreement may be signed by electronic signature in accordance with the Information Technology Act, 2000, and that such electronic signatures shall be valid and binding.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"a60bd222-dfe3-4f10-a752-dec79f3ba4e8","order":75,"text":"16. GOVERNING LAW AND DISPUTE RESOLUTION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S16"},{"id":"8fce7f38-d67a-4db3-a6b9-69ecf3025e31","order":76,"text":"This Agreement shall be governed by and construed in accordance with the laws of India, including the Sale of Goods Act, 1930 and the Indian Contract Act, 1872.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b1d4cf51-9f16-4138-bef6-c84e8ffa8a17","order":77,"text":"The Parties shall first endeavour to resolve any dispute, controversy or claim arising out of or in connection with this Agreement amicably through mutual discussions. Where the dispute is of a commercial nature within the meaning of the Commercial Courts Act, 2015 and does not contemplate any urgent interim relief, the Parties shall exhaust the pre-institution mediation contemplated by the Commercial Courts Act, 2015 (s. 12A thereof) before commencing proceedings. Any dispute not so resolved within thirty (30) days shall be referred to and finally resolved by arbitration by a tribunal of [Number of arbitrators] appointed in accordance with the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be [Seat / venue of arbitration] and the language of the arbitration shall be English. Subject to arbitration, the courts at [City of competent courts] shall have exclusive jurisdiction over this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"7a5b1de8-8804-4615-9136-97f27bf345b1","order":78,"text":"IN WITNESS WHEREOF, the Parties have set their hands to this Agreement on the date and at the place first hereinabove written.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"c2ac5aa2-5c4c-4944-b8ab-db1b890626a4","order":79,"text":"For and on behalf of the Seller:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"6fb22575-5f0c-4854-883c-49270cf0f5b5","order":80,"text":"_______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"84ea0237-1509-4bc1-ac95-858b19ebf3c7","order":81,"text":"[Seller full name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"fd57edad-311d-4248-aa03-e418b31b95e8","value":"ENTITY","type":"remove","operator":"="}]},{"id":"7a70bf30-e289-4f45-8c18-7130945f66cd","order":82,"text":"[Seller entity name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"fd57edad-311d-4248-aa03-e418b31b95e8","value":"ENTITY","type":"add","operator":"="}]},{"id":"cece49e7-aace-4075-a539-7e0f90894a31","order":83,"text":"For and on behalf of the Buyer:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"f24b3417-551c-4d8b-a4de-96e11427123e","order":84,"text":"_______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"720409b7-6964-465e-9dc2-08de88052c2a","order":85,"text":"[Buyer full name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"0153d835-377e-4571-a109-66c9e98cafd4","value":"ENTITY","type":"remove","operator":"="}]},{"id":"c6ad064a-0eea-417a-aa6a-2a324e53db8b","order":86,"text":"[Buyer entity name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"0153d835-377e-4571-a109-66c9e98cafd4","value":"ENTITY","type":"add","operator":"="}]},{"id":"20a9d413-fb60-41f4-b556-03551367dc08","order":87,"text":"WITNESSES:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20"},{"id":"a6b393ac-d75d-476c-9b7e-ba575abbc528","order":88,"text":"Witness one: _______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"00ecf379-f0d6-4633-b3ad-418a38c5556d","order":89,"text":"Witness two: _______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"9e2fbbba-d219-4312-b6fd-199e0cabc5cb","order":90,"text":"This Agreement is executed in two (2) counterparts, each Party retaining one duly signed original.","fontSize":"12","textAlign":"left","bold":false,"underline":false,"marginBottom":"0","cflou":false,"active":true}]