Sub Sale Agreement for the United States

Sub Sale Agreement Template for United States

A Sub Sale Agreement is a legal document used in the United States that facilitates the sale of goods or property from an intermediate party who has purchased them from an original seller and is now selling them to an end buyer. This agreement addresses the rights, obligations, and responsibilities of all parties involved in the transaction chain, ensuring compliance with federal and state commercial laws, including the Uniform Commercial Code.

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What is a Sub Sale Agreement?

The Sub Sale Agreement serves as a crucial legal instrument in U.S. commercial transactions where goods or property are sold through an intermediate party. This document type is particularly important when there's a chain of sales transactions, ensuring clear documentation of title transfer, pricing arrangements, and delivery terms. The agreement must comply with federal regulations including the UCC and state-specific commercial laws. A Sub Sale Agreement typically includes detailed provisions for payment terms, warranties, risk transfer, and delivery arrangements, making it essential for businesses engaged in resale operations.

What sections should be included in a Sub Sale Agreement?

1. Parties: Identification and details of all parties involved in the sub-sale

2. Background: Context of the transaction and relationship between parties

3. Definitions: Key terms used throughout the agreement

4. Subject Matter of Sale: Detailed description of goods/property being sold

5. Purchase Price: Price and payment terms

6. Delivery Terms: Timing and method of delivery

7. Title and Risk: Transfer of ownership and risk provisions

8. Representations and Warranties: Standard representations and warranties by both parties

9. Term and Termination: Duration of agreement and termination provisions

10. Governing Law: Applicable law and jurisdiction

What sections are optional to include in a Sub Sale Agreement?

1. Product Warranties: Specific product warranties and guarantees, used when selling goods that come with warranties

2. Intellectual Property: IP rights and licenses, included when the sale involves intellectual property

3. Export Controls: Export compliance provisions, required for international transactions

4. Confidentiality: Confidentiality obligations, included when sensitive information is shared

5. Force Majeure: Provisions for unforeseen circumstances, recommended for long-term agreements

What schedules should be included in a Sub Sale Agreement?

1. Schedule A - Product Specifications: Detailed technical specifications of goods being sold

2. Schedule B - Pricing Schedule: Detailed breakdown of pricing if complex

3. Schedule C - Delivery Schedule: Detailed delivery timelines and locations

4. Schedule D - Warranty Documentation: Detailed warranty terms and conditions

5. Schedule E - Quality Standards: Specific quality requirements and standards

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

United States

Publisher

Genie AI

Document Type

Sale Agreement

Cost

Free to use
Industries

Uniform Commercial Code (UCC): Primary federal law governing sales transactions, especially Article 2 for sale of goods. Covers contract formation, warranties, performance, and remedies.

Federal Trade Commission Act: Federal legislation that prohibits unfair or deceptive trade practices, affecting terms and representations in sales agreements.

Consumer Protection Laws: Federal and state laws protecting consumer rights, including disclosure requirements and cooling-off periods.

Antitrust Laws: Sherman Act and Clayton Act provisions preventing monopolistic practices and protecting competition in sales transactions.

Magnuson-Moss Warranty Act: Federal law governing warranties on consumer products, requiring clear disclosure of warranty terms.

State-Specific UCC Adaptations: Individual state modifications and interpretations of the UCC that may affect sales agreements in specific jurisdictions.

State Contract Laws: State-specific regulations governing contract formation, enforcement, and remedies.

Statute of Frauds: Legal requirement that certain contracts must be in writing to be enforceable, including sales of goods over $500.

Industry-Specific Regulations: Specialized rules and licensing requirements for particular industries or product types.

Title Transfer Requirements: Legal requirements for properly transferring ownership of goods or property in a sale transaction.

Tax Regulations: Sales tax, transfer tax, and income tax considerations that must be addressed in the sale agreement.

Property Laws: Regulations governing the transfer of personal and real property, including lien laws and recording requirements.

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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