Sales agreements are often full of fine print and obscure legal terminology, but most of them boil down to a handful of basic points. When you draft a sales agreement, be sure to include these provisions to ensure clarity and enforceability:

1. Description of the Parties and Goods. The Sales Agreement must contain a detailed identification of the parties involved in the transactions and the goods or services for sale. What is the selling party offering to provide? When will they provide it? If extensive or ongoing, this list may be in the form of a separate list or schedule attached as an exhibit.
2. Cost. The sales agreement must address the compensation or cost for the items, including the total payment due, along with the time and manner of payment. If the buyer plans on paying in installments, the agreement must describe the installment plan.
3. Delivery. The sales agreement must address all aspects regarding delivery of the goods. Which party will be responsible for physically delivering the goods? When is this delivery to occur? Will the buyer be inspecting the goods before delivery? When must this inspection occur? If necessary, will conveyance of title occur at the delivery point or at a later date? This provision must carefully answer all these questions and address any other applicable delivery issues.
4. Liability. The agreement must identify which party is responsible if the goods are lost or damaged during delivery. Usually the seller is liable for damages if damage occurs during delivery, however this may not always be the case and can be drafted otherwise.
5. Escrow. In applicable cases such as real estate or wholesale sales agreements, the agreement must identify whether or not the buyer will be depositing money in escrow, which bank will be acting as escrow agent, and when and on what conditions the escrow money will be released.
6. Liquidated Damages. The sales agreement may contain a liquidated damages clause. This clause should state that in the event of breach, the breaching party shall be liable for all of the losses, including lost profits, suffered by the non-breaching party.
7. Representation of Warranties and Guarantees. If applicable, the agreement should contain any applicable covenants, warranties, or guarantees the seller is making in respect to the goods being sold. This may include a guarantee that the seller is the lawful owner of the goods and the goods are owned free and clear from any liens, encumbrances, or title disputes.
8. Disclaimer. If applicable, the agreement may contain a disclaimer provision, stating that the goods are being sold “as-is,” and the seller will not be liable for any defects, patent, latent, or otherwise. This provision is usually reserved for the sale of used goods.
9. Integration. The agreement should include a clause which recites that the agreement represents the entire agreement between the parties with respect to the subject matter involved, and that all prior agreements, express or implied, oral or written, are hereby superseded by this agreement.
10. Severability. The agreement should recite that if any provision of the agreement is deemed void, invalid, or unenforceable, that provision shall be severed from the remainder of the agreement, and all remaining provisions shall continue in full force and effect.
11. Modification. The drafter of the sales agreement may want to state that except as otherwise provided, the agreement may be modified, superseded, or terminated only upon a written and signed document of the parties. This will prevent confusion that may occur if the parties were able to modify the agreement orally.
12. Governing Law / Execution. The agreement should conclude by identifying the governing jurisdiction, most likely the state where the contract was signed or goods delivered, and should contain signature lines for all parties involved.

These are the most important provisions of a sales agreement. Each provision should be drafted carefully to avoid confusion or differences in contract interpretation.

Popularity: 7% [?]

A waiver, also known as a liability waiver, release, or release and indemnity agreement is a signed agreement whereby a “releasor”, the undersigned, agrees to waive his or her right to sue or otherwise hold accountable another person or persons. There are innumerable situations where waivers are used, but we’re going to examine a typical waiver in the popular context of an inherently dangerous sporting event, where the promoters, lessees, and others involved with the event (hereinafter referred to as “releasees”) wish to secure a valid and enforceable waiver from ticket holders or other participants (”releasors”) in order to minimize, if not eliminate, their liability.First and foremost, the waiver agreement must include a clause alerting the releasors of the inherent danger in the activity. For instance, the paragraph could read something like: “Ticketholder acknowledges that the activities of the event(s) are dangerous and involve the risk of serious injury and/or death and/or property damage.” In addition, although its unlikely to occur, this clause should nevertheless also instruct the ticket holder to inspect all dangerous areas and alert officials of unsafe conditions on the premises.

Next, the agreement should address the specific release required of the ticket holder. This paragraph may read something like: “Releasors release from all liability for any and all loss or damage, and claim or demands therefore on account of injury to the person or property or resulting in death of the undersigned arising out of or related to the event whether caused by the negligence of the releasees or otherwise.” Notice that the releasees will also want to include a waiver that includes waiving the right to sue for negligent actions of promoters and third parties.

There must also be an Indemnity / Hold Harmless provision in the agreement. Indemnification means that one party agrees to cover the costs of another party if the other party is sued. Here the paragraph could read: “The undersigned agrees to indemnify and save and hold harmless the releasees and each of them from any loss, liability, damage or cost they may incur arising out of or related to the event(s), whether caused by the negligence of the releasees or otherwise.”

The drafter of the agreement should also address the issue of “Assuming Responsibility”. The key aspect to a waiver is that the participant is voluntarily accepting the specific risk involved in the activity. This paragraph could say: “Ticket holder assumes full responsibility for any risk of bodily injury, death or property damage arising out of or related to the event(s) whether caused by the negligence of releasees or otherwise.”

The agreement should also address rescue operations. The law of negligence is quirky in respect to rescue operations. As any good lawyer remembers from law school, once a person undertakes a rescue mission, he or she is required to act as a reasonably prudent rescuer would act. That means that even if a person has no legal obligation to begin a rescue, once he or she does, a legal obligation to act responsibly attaches. Thus, the drafter of a waiver agreement may want to require the event participants to extend the waiver to “all acts of negligence by the releasees, including negligent rescue operations and is intended to be as broad and inclusive as is permitted by the laws of the province or state in which the event(s) are conducted.” As this last part indicates, a drafter must research the law in the governing jurisdiction to determine if he or she is permitted to ask for a waiver of this sort.

Lastly, the agreement should include a severability provision, which means that if one clause or portion of the agreement is held to be invalid by a Court, the rest of the valid provisions will still apply. In other words, there will be no “throwing out the baby with the bath water.” This is important since it is very possible that some provisions of a waiver may extend beyond the scope permissible by the law of the jurisdiction. This provision could read: “If any portion of the waiver is held invalid, it is agreed that the balance shall, notwithstanding, continue in full legal force and effect.”

Overall, a drafter of a waiver agreement must do substantial research before commencing his or her work. Once the research is done, the rest falls into place, and the drafter will want to ask for a waiver of liability to the greatest and broadest extent possible under the law of the governing jurisdiction.

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Popularity: 8% [?]

A waiver is a contractual agreement whereby a party wishing to partake in a certain activity agrees to release the hosting party from any liability that may otherwise be incurred. Many people are aware that often a theme park, amusement park or water park may want to require its customers to sign a Waiver and Release of Liability in order to enjoy the park’s attractions. These waivers are critical to the financial security of the park.

Under the traditional law of negligence, a landowner or owner of commercial property owes a duty of care to all guests who come on the property. This means that if something happens to the “guest” while on the premises, the landowner may be liable for any injury caused. With these waivers, however, a guest is said to have “assumed the risk” as is the case with inherently risky activities, such as sporting events. By signing a waiver, the guest will waive all rights to sue the host/property owner for damages or injury that may be incurred, except in cases of gross negligence or willful misconduct.

Popularity: 2% [?]