Agreement Regarding Representations and Warranties for Goods Purchased and to be Re-Sold on Purchaser's Website
What this document covers
This Agreement Regarding Representations and Warranties for Goods Purchased and to be Re-Sold on Purchaser's Website is a legal document that outlines the commitments made by a vendor when selling products to a purchaser who intends to re-sell them online. This form ensures that the vendor certifies the ownership, rights, and condition of the goods being sold, distinguishing it from general sales agreements by focusing on warranties and representations specific to re-sale situations.
What’s included in this form
- Date of agreement and identification of parties involved: Vendor and Purchaser details.
- Representations and Warranties: Vendor's commitments regarding ownership and the legality of the goods.
- Indemnity clause: Obligations of the vendor if warranties are breached.
- Governing law: Specifies which state's laws will govern the agreement.
- Provision for modification and renewal of the agreement.
Situations where this form applies
This form is essential when a business (the purchaser) intends to buy goods, such as software or merchandise, with the intent of re-selling those items on their website. It protects the purchaser by ensuring the vendor is legally allowed to sell the products, confirming there are no liens or intellectual property violations associated with the goods. Use this form when establishing a formal relationship with vendors to ensure compliance with legal expectations.
Who should use this form
- Business owners looking to purchase and re-sell products online.
- Vendors who wish to confirm their status as an approved supplier for a purchaser.
- Legal professionals seeking to draft agreements related to goods sales and re-sales.
How to prepare this document
- Identify the parties: Enter the names and addresses of both the vendor and the purchaser.
- Specify the date: Fill in the date of the agreement at the beginning.
- Complete the representations and warranties section: Ensure the vendor accurately represents their ownership and rights to the products being sold.
- Fill out the governing law clause: Specify which state will govern the agreement.
- Gather signatures: Both parties must sign and date the agreement to finalize it.
Is notarization required?
This form does not typically require notarization unless specified by local law. However, it is wise to check jurisdictional requirements to confirm whether notarization is necessary for enforceability.
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Make edits, fill in missing information, and update formatting in US Legal Forms—just like you would in MS Word.
Download a copy, print it, send it by email, or mail it via USPS—whatever works best for your next step.
Sign and collect signatures with our SignNow integration. Send to multiple recipients, set reminders, and more. Go Premium to unlock E-Sign.
If this form requires notarization, complete it online through a secure video call—no need to meet a notary in person or wait for an appointment.
We protect your documents and personal data by following strict security and privacy standards.
Common mistakes to avoid
- Failing to thoroughly review the representations and warranties to ensure accuracy.
- Not entering the correct governing law, which may impact enforcement.
- Missing signatures from both parties, rendering the agreement unenforceable.
Why use this form online
- Convenience: Easily download and complete the form from anywhere.
- Editable: Customizable fields allow users to adjust according to their specific needs.
- Reliability: Forms provided by licensed attorneys ensure compliance with legal standards.
Legal use & context
- This agreement serves as a legally binding contract ensuring that both parties understand their rights and obligations.
- It helps mitigate risks associated with intellectual property rights and product ownership.
- Compliance with this agreement can significantly reduce potential legal disputes in the future.
- This form is essential for vendors and purchasers in the resale of goods online.
- The agreement establishes legal assurances regarding ownership and intellectual property rights.
- Both parties should thoroughly review and sign the document to ensure mutual understanding and compliance.
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FAQ
The identity of the buyer and seller. A description of the property being purchased. The purchase price. The terms as to how and when payment is to be made. The terms as to how, when, and where the goods will be delivered to the purchaser.
Any clause where a warranty or representation is made and states this warranty shall survive and not merge on the completion of the transaction means that whoever is making that warranty or representation is liable for that statement after closing is complete.
If a purchase agreement is silent as to survival, reps and warranties survive until the applicable jurisdiction's statute of limitations for claims for breach of contract lapses.Delaware, for example, has a 3-year statute of limitations, while California has a 4-year statute of limitations.
A real estate deal can take a turn for the worst if the contract is not carefully written to include all the legal stipulations for both the buyer and seller.You can write your own real estate purchase agreement without paying any money as long as you include certain specifics about your home.
A representation is basically an assertion of a past or existing fact, true on the date that it is made. It is generally given to induce another party to enter into a contract. A warranty on the other hand, is similar to a representation but it refers to the present or future i.e. a present or future promise of a fact.
At the top of the page, you should center the title between the left- and right-hand margins. Title your document something like Purchase and Sale Agreement or Agreement to Purchase Real Estate. Identify the parties to the sale. You need to identify the purchaser and the seller at the start of your agreement.
The general rule is that the limitation of liability clause does not survive the termination of the contract unless it is expressly intended by the parties. Contractual obligations are legally binding and enforceable for the entire term of the contract.
Common obligations covered by Survival clauses include Confidentiality, Non-Competition, and Effect of Termination. After these core obligations, the Survival clause can be highly deal-specific, with certain representations, warranties, and other obligations also continuing.
All other representations and warranties in Sections 3 and 4 will survive for twelve (12) months after the Closing Date, and will thereafter terminate, together with any associated right of indemnification pursuant to Section 7.2 or 7.3 or the remedies provided pursuant to Section 7.4.
