Sales Agreement Template (Ireland)
A sales agreement records the terms on which goods are bought and sold between businesses in Ireland. Our free Irish template covers price in euro, delivery, retention of title, warranties and risk, drafted in line with the Sale of Goods Act 1893 and the Sale of Goods and Supply of Services Act 1980.
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Quantity: 20 units. The Goods shall conform in all material respects to this description. Any sample shown to the Buyer is for illustrative purposes only and does not form part of the contract, save to the extent incorporated by reference in the description above. If the Buyer is purchasing by reference to a description, the implied term as to correspondence with description under s. 13 of the Sale of Goods Act 1893 applies.
Title: Notwithstanding delivery, legal and beneficial title to the Goods shall not pass to the Buyer until on receipt of payment in full. Until title passes: (a) the Buyer shall hold the Goods as bailee for the Seller; (b) the Goods shall remain identifiable as the Seller's property; and (c) the Seller shall be entitled to repossess the Goods if the Buyer fails to make payment when due. This retention of title clause is valid under Irish law (following the principles in Aluminium Industrie Vaassen BV v Romalpa Aluminium Ltd [1976] 1 WLR 676 as applied in Ireland). The Seller's rights under this clause are consistent with the Sale of Goods Act 1893 ss. 17–20.
Commercial warranty: In addition to the foregoing statutory implied terms, the Seller warrants that the Goods shall be free from material defects in materials and workmanship for twelve (12) months from the date of delivery. The Buyer must notify the Seller in writing of any warranty claim within that period. The Seller's sole obligation under the commercial warranty shall be, at the Seller's election, to repair or replace the defective Goods, or to refund the price attributable to them.
(a) The Seller excludes all implied terms, conditions and warranties not expressly set out in this Agreement, including (without limitation) any implied term as to quality, fitness for purpose or correspondence with description beyond those expressly provided herein.
(b) Neither party excludes liability for: (i) death or personal injury caused by its negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability that cannot be limited or excluded by law.
(c) Subject to (b), the Seller's total aggregate liability to the Buyer under or in connection with this Agreement (whether in contract, tort including negligence, misrepresentation or otherwise) shall not exceed the total Purchase Price paid by the Buyer under this Agreement.
What Is a Sales Agreement?
A sales agreement (also known as a contract of sale, purchase agreement or sale of goods contract) is a commercial contract under which a seller agrees to transfer ownership of goods to a buyer in return for a monetary price. It specifies the goods, the price, the delivery terms, who bears the risk of loss, and the warranties the seller gives.
In Ireland, sales of goods are principally governed by the Sale of Goods Act 1893 — one of the oldest statutes still in force — as updated by the Sale of Goods and Supply of Services Act 1980. These statutes imply important terms about title, quality, fitness for purpose and correspondence with description. The Consumer Rights Act 2022 applies to sales between a trader and a consumer, while business-to-business sales are principally governed by the 1893 and 1980 Acts and the parties’ express terms.
Sales agreements are used in every sector from agriculture and manufacturing to technology and professional services. A written contract reduces disputes over delivery, quality, and payment, and is essential for cross-border sales within the EU single market or for compliance with incoterms where international carriage is involved.
What's Covered in This Template
The template consolidates every commercial clause needed for an Irish business-to-business sale.
Party Details
Legal names, CRO numbers, VAT numbers, Eircodes and registered addresses.
Description of Goods
Specification, quantity, quality grade, and any technical standards.
Price and VAT
Price in euro, VAT treatment, and pricing mechanism (fixed, variable, index-linked).
Payment Terms
Invoicing, due dates, and statutory late-payment interest.
Delivery and Incoterms
Delivery point, delivery date, and Incoterms 2020 if cross-border.
Passing of Risk and Title
When risk and title pass to the buyer under the 1893 Act.
Retention of Title
Seller retains title until full payment — enforceable in Ireland.
Warranties and Quality
Implied and express warranties under the 1893 and 1980 Acts.
Inspection and Rejection
Right to inspect on delivery and remedies for defective goods.
Limitation of Liability
Reasonable caps on liability under the 1980 Act fairness test.
Force Majeure
Relief for events beyond the parties’ control.
Governing Law and Jurisdiction
Irish law and the jurisdiction of the Irish courts.
How to Create a Sales Agreement
Produce a clear, enforceable Irish sales contract in minutes.
- 1
Enter the Parties
Provide legal names, CRO and VAT numbers, addresses and Eircodes for seller and buyer.
- 2
Describe the Goods and Price
Set out the specification, quantity, pricing in euro, and VAT treatment.
- 3
Set Delivery and Payment Terms
Specify delivery point, delivery date, Incoterms if cross-border, and invoice/payment schedule.
- 4
Configure Title and Warranties
Choose retention of title, define warranty scope, and add limitation-of-liability caps.
- 5
Review and Download
Review the force majeure, dispute and law clauses and download the PDF for signature.
Legal Considerations in Ireland
Irish sale-of-goods law is a combination of Victorian-era statute, modern consumer-protection law, and EU single-market rules.
This template is for information only and does not constitute legal advice. Consult an Irish solicitor for high-value or cross-border sales.
Drafted for Irish law
Sale of Goods Act 1893
The Sale of Goods Act 1893 implies fundamental terms into every contract for the sale of goods in Ireland, including the seller’s right to sell (section 12), correspondence with description (section 13), and merchantable quality (section 14 as updated by the 1980 Act). These implied terms are difficult to exclude in business-to-business contracts and cannot be excluded in consumer contracts.
Sale of Goods and Supply of Services Act 1980
The Sale of Goods and Supply of Services Act 1980 modernised the 1893 Act, tightening the quality standard to "merchantable quality" and introducing the fair-and-reasonable test for excluding liability in non-consumer contracts. It also extends implied terms to services.
Retention of Title
Retention of title clauses, by which the seller retains ownership of goods until full payment, are enforceable in Ireland. Simple retention clauses are routine; extended and "all-monies" clauses require careful drafting to avoid being recharacterised as registrable charges under the Companies Act 2014.
Late Payment Rights
The European Communities (Late Payment in Commercial Transactions) Regulations 2012 entitle business sellers to statutory interest at the ECB reference rate plus 8 % and a minimum of €40 compensation per overdue invoice.
Frequently Asked Questions
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