This document outlines the terms governing the sale of products and services by the Seller to the Buyer.

1. Definitions

1.1 Buyer: The company or individual purchasing the Goods from the Seller.

1.2 Goods: The products or services provided by the Seller to the Buyer as described in the Agreement.

1.3 Sales Agreement: The written agreement between the Buyer and Seller detailing the Goods to be provided, the price payable, and the delivery terms.

1.4 Seller: The company or individual selling the Goods to the Buyer.

2. Agreement

These Terms and Conditions of Sale ("Terms") apply to all sales of Goods by the Seller to the Buyer. They override any conflicting terms proposed by the Buyer, unless expressly agreed in writing by the Seller.

3. Price and Payment

3.1 Price: The price for the Goods shall be as stated in the Sales Agreement.

3.2 Payment Terms: Payment shall be made by the Buyer within 30 days of the invoice date, unless otherwise agreed in writing.

3.3 Late Payment: Late payments may incur interest at 4% above the prevailing bank base rate.

4. Delivery

4.1 Delivery Dates: Delivery dates are estimates and are not guaranteed. The Seller will make reasonable efforts to meet the specified delivery date.

4.2 Risk Transfer: Risk in the Goods shall pass to the Buyer upon delivery.

4.3 Inspection & Acceptance: The Buyer must inspect the Goods upon delivery and report any defects within 7 days.

5. Liability

5.1 Limitation: The Seller’s total liability for any loss or damage shall not exceed the price of the Goods.

5.2 Exclusions: The Seller is not liable for indirect, special, or consequential damages, including loss of profits or business interruption.

6. Warranties

6.1 Quality Assurance: The Seller warrants that Goods will be free from material defects for 12 months from delivery.

6.2 Limitations: The warranty does not cover wear and tear, misuse, or improper installation.

6.3 Claims Process: Warranty claims must be submitted in writing within the warranty period.

7. Force Majeure

The Seller shall not be liable for failure or delay in performance due to circumstances beyond reasonable control, including natural disasters, government actions, labor strikes, supply chain disruptions, war, terrorism, pandemics, or cyber attacks.

If a force majeure event occurs, the Seller shall notify the Buyer within 5 days.

8. Termination

8.1 Breach: Either party may terminate the agreement if the other party materially breaches the terms and fails to remedy it within 14 days.

8.2 Insolvency: The Seller may terminate the agreement if the Buyer becomes insolvent or bankrupt.

8.3 Effects of Termination: Upon termination, the Buyer must immediately pay any outstanding amounts.

9. Governing Law & Dispute Resolution

9.1 Jurisdiction: These Terms shall be governed by [Your Country/State] law.

9.2 Dispute Resolution: Any disputes shall first be attempted to be resolved amicably. If unresolved, disputes shall be settled by arbitration in accordance with applicable arbitration laws.

9.3 Legal Costs: The losing party shall bear all legal costs related to disputes.