General Sales Agreement for Malaysia

General Sales Agreement Template for Malaysia

A comprehensive commercial agreement governed by Malaysian law that establishes the terms and conditions for the sale of goods between two parties. This document incorporates requirements from the Malaysian Contracts Act 1950 and Sale of Goods Act 1957, defining essential elements such as pricing, delivery terms, warranties, and quality standards. It provides a legally robust framework for business-to-business sales transactions while ensuring compliance with Malaysian commercial regulations and tax requirements. The agreement includes provisions for risk transfer, dispute resolution, and other key commercial terms necessary for secure trading relationships.

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What is a General Sales Agreement?

The General Sales Agreement serves as a foundational document for commercial transactions in Malaysia, establishing the legal framework for the sale of goods between businesses. This document is essential when parties intend to enter into an ongoing commercial relationship involving regular sales transactions, rather than one-off purchases. It encompasses crucial elements required under Malaysian law, including the Contracts Act 1950 and Sale of Goods Act 1957, while providing comprehensive coverage of commercial terms such as pricing, delivery, warranties, and quality standards. The agreement is particularly valuable for businesses seeking to establish clear, enforceable terms for their trading relationships while ensuring compliance with Malaysian regulatory requirements and commercial practices. It can be customized to accommodate various business models and sectors while maintaining its core legal framework.

What sections should be included in a General Sales Agreement?

1. Parties: Identification and details of the seller and buyer, including registration numbers and registered addresses

2. Background: Context of the agreement and general business relationship between the parties

3. Definitions: Definitions of key terms used throughout the agreement

4. Scope of Agreement: Overview of the sales arrangement and general obligations of both parties

5. Product Specifications: Detailed description of the products to be sold under the agreement

6. Pricing and Payment Terms: Product pricing, payment methods, payment schedules, and related financial terms

7. Ordering Process: Procedures for placing and accepting orders

8. Delivery Terms: Delivery arrangements, timing, and transfer of risk

9. Title and Risk: Transfer of ownership and risk in the goods

10. Warranties and Representations: Warranties regarding products and general business warranties from both parties

11. Quality Assurance: Quality standards, inspection rights, and quality control procedures

12. Term and Termination: Duration of agreement and circumstances for termination

13. Confidentiality: Protection of confidential information exchanged between parties

14. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes

15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

16. Execution: Signature blocks and execution formalities

What sections are optional to include in a General Sales Agreement?

1. Exclusivity: Used when the seller grants exclusive rights to the buyer for specific products or territories

2. Minimum Purchase Requirements: Include when there are minimum order quantities or values required

3. Distribution Rights: Required when the agreement includes rights to distribute products to third parties

4. Intellectual Property: Include when the sale involves branded products or licensed intellectual property

5. Export Controls: Required for international sales or products subject to export restrictions

6. Force Majeure: Detailed force majeure provisions beyond standard clauses, particularly relevant for long-term agreements

7. Insurance Requirements: Include when specific insurance coverage is required from either party

8. After-Sales Service: Used when the agreement includes maintenance or support services

9. Product Training: Include when seller must provide training on product use or maintenance

10. Return and Refund Policy: Detailed terms for product returns and refunds, particularly important for consumer goods

What schedules should be included in a General Sales Agreement?

1. Product List and Specifications: Detailed technical specifications and complete list of products covered

2. Price List: Comprehensive pricing information including any volume discounts or special pricing terms

3. Service Level Agreement: Specific performance metrics and service standards if applicable

4. Territory Definition: Detailed description of geographical areas covered by the agreement

5. Quality Standards: Detailed quality requirements and testing procedures

6. Delivery Schedule: Specific delivery timeframes and logistics requirements

7. Warranty Terms: Detailed warranty terms and claims procedures

8. Contact Details: List of key contacts and authorized representatives from both parties

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Malaysia

Publisher

Genie AI

Document Type

Sale Agreement

Cost

Free to use
Clauses
Relevant Industries

Manufacturing

Retail

Wholesale Trade

Consumer Goods

Industrial Products

Electronics

Automotive

Food and Beverage

Textiles

Construction Materials

Medical Supplies

Agricultural Products

Chemical Products

Technology

Telecommunications

Relevant Teams

Legal

Procurement

Sales

Commercial

Operations

Supply Chain

Compliance

Business Development

Finance

Contract Administration

Relevant Roles

Legal Counsel

Commercial Director

Procurement Manager

Sales Director

Business Development Manager

Contract Manager

Supply Chain Manager

Operations Director

Chief Commercial Officer

Compliance Officer

General Manager

Managing Director

Chief Executive Officer

Sales Manager

Account Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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