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Sales Contract
I need a sales contract for a transaction involving the sale of electronic goods between a Malaysian supplier and an international buyer. The contract should include terms for payment in MYR, delivery timelines, warranty conditions, and a clause for dispute resolution under Malaysian law.
What is a Sales Contract?
A Sales Contract is a legally binding agreement between a buyer and seller that details the terms of a product or service sale in Malaysia. It spells out key elements like price, payment terms, delivery dates, and product specifications, protecting both parties under the Contracts Act 1950 and Sale of Goods Act 1957.
This essential document helps prevent disputes by clearly stating each party's rights and obligations. Malaysian businesses rely on Sales Contracts to enforce warranties, handle defects, and set conditions for contract termination. When properly drafted, it serves as strong evidence in court and helps ensure smooth business transactions.
When should you use a Sales Contract?
Use a Sales Contract any time you're selling or buying significant goods or services in Malaysia, especially for transactions above RM500. This formal agreement becomes crucial when dealing with high-value items, custom-made products, or complex delivery arrangements where verbal agreements aren't enough.
The contract proves particularly valuable for business-to-business deals, property sales, or when specific performance requirements matter. Malaysian law requires written contracts for certain transactions, and having one helps you enforce payment terms, resolve quality disputes, and protect both parties from misunderstandings about warranties or delivery schedules.
What are the different types of Sales Contract?
- Home Purchase Agreement: Specialized contract for real estate transactions, covering property transfer terms and conditions
- Sell Agreement Form: Basic sales contract template for general goods and services with standard terms
- Partnership Buy Sell Agreement: Governs ownership transfers between business partners, including exit provisions
- Sale And Leaseback Agreement: Combines sale with immediate lease-back arrangement, common in commercial property deals
- Agreement To Sell And Contract Of Sale: Two-stage agreement separating future sale commitment from final transfer
Who should typically use a Sales Contract?
- Business Owners: Both small and large enterprise owners use Sales Contracts to protect their interests when selling goods or services
- Corporate Legal Teams: Draft and review contracts to ensure compliance with Malaysian business laws and regulations
- Property Developers: Rely on specialized Sales Contracts for real estate transactions and development projects
- Manufacturing Companies: Use these agreements to secure supply chains and establish clear delivery terms
- Individual Buyers: Protected by Sales Contracts when making significant purchases, especially for property or high-value items
- Legal Consultants: Advise clients on contract terms and negotiate favorable conditions under Malaysian contract law
How do you write a Sales Contract?
- Party Details: Gather complete legal names, addresses, and registration numbers of all parties involved
- Transaction Specifics: Document exact product descriptions, quantities, prices, and delivery terms
- Payment Terms: Define payment schedule, method, currency, and any late payment penalties
- Timeline Details: Set clear dates for delivery, payment, and contract duration
- Legal Requirements: Check compliance with Malaysian Contract Act 1950 and specific industry regulations
- Digital Tools: Use our platform to generate a legally-sound Sales Contract that includes all mandatory elements
- Review Process: Have all parties review draft terms before finalizing and signing
What should be included in a Sales Contract?
- Party Information: Full legal names, addresses, and business registration numbers of buyer and seller
- Offer Details: Clear description of goods/services, quantity, and agreed price as per Malaysian Sale of Goods Act
- Payment Terms: Payment schedule, method, currency, and consequences of default
- Delivery Terms: Timing, location, and responsibility for shipping costs and risks
- Warranties: Quality guarantees and product condition specifications
- Dispute Resolution: Malaysian courts' jurisdiction and applicable state laws
- Termination Clause: Conditions for ending the agreement and consequences
- Signatures: Space for dated signatures of authorized representatives
What's the difference between a Sales Contract and a Contract to Sell?
A Sales Contract differs significantly from a Contract to Sell in Malaysian law, though they're often confused. While both involve property transfer, their timing and legal effects are quite different.
- Transfer of Ownership: Sales Contracts transfer ownership immediately upon signing, while Contract to Sell creates a future obligation to transfer ownership once conditions are met
- Payment Structure: Sales Contracts typically involve immediate or structured payments, whereas Contract to Sell often requires fulfilling specific conditions before payment becomes due
- Legal Remedies: Under a Sales Contract, buyers can claim immediate ownership rights; with Contract to Sell, they can only claim damages for breach
- Risk Transfer: Sales Contracts transfer risk to the buyer upon signing, but Contract to Sell keeps risk with the seller until the actual sale occurs
- Conditions Precedent: Contract to Sell usually includes more preliminary conditions that must be satisfied before the sale becomes final
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