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The Product Agreement is not intended to cover the sale of real estate, software, or intangibles such as stocks or securities. Rather, the Contract covers products referred to generally as "goods" which are defined by the Uniform Commercial Code ("UCC") as all things which are moveable at the time of identification to the contract.
The basic elements of an agreement to purchase products are:
- Identification of the parties;
- The dates or scheduled dates of the order, acceptance of the order, and delivery of goods;
- The quantities and specifications of the goods to be delivered;
- The place of delivery;
- Warranties and disclaimers; and
- Payment terms.
Most agreements for the purchase and sale of goods are governed by the UCC. The UCC has been adopted by most states, with some local variations, to establish a more uniform set of rules under which business transactions are conducted. One important purpose of the UCC is to fill in missing provisions in purchase agreements. If the agreement fails to specify one or more conditions, the answer may be found in the UCC. For example, if a purchase agreement fails to state when or where the title to the goods is transferred from the seller to the buyer, the UCC may supply the answer. The UCC does not apply to the purchase and sale of non-"goods", such as real estate, service agreements, employment contracts, or intangible goods.
Every business dealing with goods should obtain a copy of its own state's UCC from a local legal book store or a national publisher such as West Group, 610 Opperman Drive, Egan, Minnesota 55123. Most annotated copies of the UCC will provide valuable insights to business agreements and also a source of forms.
The Product Agreement should be signed by both the buyer and the seller. It becomes effective as of the date provided in the text of the document. This Contract is only intended for use where both parties to the Contract are businesses.
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