Sale of goods agreement template (Uganda)
In brief
A precedent agreement for the sale of goods, addressing delivery, price and the passing of property and risk.
When to use this
When selling or buying goods and you want clear written terms.
When a bespoke document is needed instead: For consumer or regulated goods needing specific compliance — take advice.
The template
A precedent only. Replace every [PLACEHOLDER] with your own details; it contains no real party data. Have it reviewed before use.
Title
SALE OF GOODS AGREEMENT
Date & parties
THIS AGREEMENT is made on [DATE]
BETWEEN [SELLER NAME], of [ADDRESS] (“the Seller”) AND [BUYER NAME], of [ADDRESS] (“the Buyer”).
1. The goods
1.1 The Seller sells and the Buyer buys [GOODS — description, quantity, specification, and any model/serial numbers] (“the Goods”), as detailed in the Schedule.
2. Price & payment
2.1 The price is UGX [AMOUNT] [excluding/including VAT]. 2.2 Payment terms: [deposit UGX [DEPOSIT] on order; balance on/within [terms]] to [account].
3. Delivery
3.1 The Seller shall deliver the Goods to [PLACE] on or by [DATE], [carriage paid/collected]. 3.2 The Buyer shall inspect on delivery and may reject Goods that do not conform within [days].
4. Passing of property & risk
4.1 Property in the Goods passes to the Buyer on [delivery / payment in full]. 4.2 Risk passes on [delivery]. Until property passes, the Seller may recover the Goods if unpaid.
5. Warranties
5.1 The Seller warrants that the Goods: (a) match their description and specification; (b) are of satisfactory quality and fit for [purpose]; and (c) are free from undisclosed defects and third-party claims.
6. Remedies & limitation of liability
6.1 For non-conforming Goods the Buyer may require repair, replacement, or a price reduction, or reject and recover the price. 6.2 Neither Party is liable for indirect or consequential loss; liability is otherwise limited to [CAP].
7. Title retention & default
7.1 The Seller retains title until paid in full. 7.2 On the Buyer’s default the Seller may suspend delivery, repossess unpaid Goods, and claim the price and costs.
8. General
8.1 Entire agreement; variation in writing; no waiver; severability; force majeure suspends performance prevented by events beyond a Party’s control; governed by the laws of Uganda; disputes resolved by negotiation and then the courts of Uganda.
Schedule — the Goods
[Itemised list: description, quantity, specification, unit price.]
Execution
Seller: ____________ Date: ________
Buyer: ____________ Date: ________
Drafting notes
- Passing of property
- State clearly when property and risk pass — this drives who bears loss and gives the Seller title retention.
- Quality & description
- Set out warranties as to description, quality and fitness, and the Buyer’s remedies for non-conformity.
- Payment & delivery
- Be specific on price, VAT, payment terms, delivery place and date, and inspection/rejection.
- Liability
- Consider a fair limitation of liability and exclusion of consequential loss.
Execution requirements
- Both parties sign; an agreement above the statutory value threshold must be in writing.
- The Sale of Goods and Supply of Services Act governs implied terms and the passing of property where the contract is silent.
- Keep delivery notes and payment records.
Governing law & citations
Governed by the Sale of Goods and Supply of Services Act, 2017, and the Contracts Act, Cap. 284 (2023 Revision).
- Contracts Act, Cap. 284 (2023 Revision) — s.9.
- Sale of Goods and Supply of Services Act, 2017.