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PLAYBOOK TEMPLATES

Sales Agreement (Goods Supply Contract)

A Sales Agreement establishes the legal framework for the sale and supply of goods between parties, setting terms for pricing, delivery, and risk transfer. This playbook examines key negotiation points including warranties, payment terms, and remedies for breach.

Payment Terms

Why This Matters: Unfavorable payment provisions can strain relationships and create liquidity issues or disputes.

Negotiation strategy

If you're the Company:

Negotiate for flexible payment terms that align with your cash flow needs. Ensure that any penalties for late payments are reasonable and within industry standards.

If you're the Sales Agent:

Ensure that payment terms are clear and enforceable. Consider offering discounts for early payments to incentivize timely transactions.

Essential elements

1

Pricing

Defines cost of goods or services.
2

Invoicing Schedule

Timing and frequency of invoices.
3

Late Payment Penalties

Interest or fees for overdue payments.

Action framework

ACCEPT

Propose edits if payment terms do not align with cash flow needs or industry standards.

EDIT

Reject clauses that impose unreasonable penalties or lack clarity.

ADD

Add clauses to clarify payment methods or protect against non-payment.

PRO TIP

Always ensure payment terms are clear and mutually beneficial to avoid disputes.

Example clauses

FAVORABLE

Preferred Pricing Clause

"The price for the goods shall be as specified in the Purchase Order. All prices are exclusive of taxes, duties, and other charges unless otherwise agreed in writing by the parties."
NEUTRAL

Standard Payment Terms

"To ensure mutual understanding and financial security, we propose including standard payment terms in the agreement."
UNFAVORABLE

Excessive Late Payment Penalty

"The Buyer shall pay interest on the overdue amount at the rate of 5% per month, accruing on a daily basis from the due date until the date of actual payment."

Fallbacks

High-Risk Projects

In high-risk projects, consider more stringent payment terms to mitigate financial exposure and ensure timely payments.

International Transactions

For international transactions, account for currency fluctuations and additional banking fees in the payment terms.

Start-Up Companies

Start-ups may require more flexible payment terms to accommodate their cash flow constraints and growth plans.
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