The Purchase Sale Agreement serves as the primary document governing the sale of goods or assets in the United States. This agreement is essential when conducting significant business transactions, providing a comprehensive framework that protects both parties' interests. It incorporates provisions required under U.S. state laws and the Uniform Commercial Code, including detailed descriptions of the goods, pricing terms, delivery arrangements, warranties, and risk allocation. The agreement is particularly crucial for complex transactions where clarity and legal certainty are paramount.

1. Parties: Identification and details of buyer and seller

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Description of Goods/Assets: Detailed description of items being sold including specifications, quantity, and quality standards

5. Purchase Price and Payment Terms: Price, payment method, schedule, and any conditions for payment

6. Delivery Terms: Timing, location, method of delivery, and risk transfer provisions

7. Title and Risk: When and how title passes, and allocation of risk between parties

8. Representations and Warranties: Statements of fact and guarantees by both parties regarding the goods and their authority to enter into the agreement

9. Indemnification: Obligations to compensate for losses and liability allocation

10. Term and Termination: Duration of agreement and circumstances allowing early termination

11. Governing Law and Jurisdiction: Applicable law and courts that will handle disputes

12. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement provisions