Knowledge Base

When will the SGA’s standard Terms and Conditions of Sale apply to a Contract of Sale?

The SGA’s standard terms and conditions of sale apply to a Contract of Sale unless the Parties have agreed on their own terms and conditions of sale. The SGA steps in to “fill the gaps” for the every-day purchases where only the most basic terms of sale are available and communicated to buyers – e.g., price, weight, quantity. This is less and less common for modern day businesses such as departmental and grocery stores, where the terms and conditions of sale are expressly communicated to the buyers. For serious commercial transactions involving equipment and materials, however, a formal written contract is made which overrides the SGA default provisions relating to title, risk, delivery, warranties, conditions and other aspects of the transaction. The Parties cannot exclude liability for fraud, coercion, unlawful purpose and criminal liability.