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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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SALES AGREEMENT
Ireland · EUR
SELLER
Emerald Tech Solutions Ltd.
12 Grand Canal Quay, Dublin 2, D02 HH90
By: Aoife Ní Bhriain, Chief Executive Officer
BUYER
Shannon Ventures Ltd.
8 Limerick Business Park, Limerick, V94 XY12
By: Ciarán O'Sullivan, Managing Director
Agreed: 15 April 2026
€250,000.00 EUR · Net 30 Days
This Sales Agreement ("Agreement") is entered into as of 15 April 2026 by and between Emerald Tech Solutions Ltd. (the "Seller") and Shannon Ventures Ltd. (the "Buyer"). The parties agree as follows:
1.
AGREEMENT TO SELL
The Seller agrees to sell and deliver, and the Buyer agrees to purchase and accept, the Goods described in clause 2 below, on the terms and conditions set out in this Agreement. This Agreement constitutes a contract for the sale of goods within the meaning of the Sale of Goods Act 1893 (as amended) and the Sale of Goods and Supply of Services Act 1980 ("SGSS 1980"). This Agreement may be executed electronically and shall have full legal effect under the Electronic Commerce Act 2000 (s. 13).
2.
DESCRIPTION OF GOODS
The goods to be sold under this Agreement (the "Goods") are as follows:
Industrial-grade server hardware: 20 × Dell PowerEdge R750 rack servers, each configured with dual Intel Xeon Silver 4314 processors, 256 GB RAM, 4 × 3.84 TB SSD, dual 10GbE NICs and 3-year ProSupport warranty
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.
Industrial-grade server hardware: 20 × Dell PowerEdge R750 rack servers, each configured with dual Intel Xeon Silver 4314 processors, 256 GB RAM, 4 × 3.84 TB SSD, dual 10GbE NICs and 3-year ProSupport warranty
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.
3.
PURCHASE PRICE AND PAYMENT
The purchase price for the Goods is €12,500.00 EUR per unit, giving a total purchase price of €250,000.00 EUR (exclusive of VAT, which shall be charged at the applicable rate). Payment shall be made within 30 days of the invoice date. Payment shall be made by bank transfer to the Seller's nominated account unless otherwise agreed in writing. The Seller's VAT registration number is IE1234567T. The Buyer's VAT registration number is IE9876543B. Time for payment shall be of the essence of this Agreement.
4.
DELIVERY
The Seller shall deliver the Goods to 8 Limerick Business Park, Limerick, V94 XY12 on or before 15 June 2026 (the "Delivery Date"). If the Seller fails to deliver the Goods by the Delivery Date and that failure is not caused by any act or omission of the Buyer or by circumstances beyond the Seller's reasonable control, the Buyer shall be entitled, at its option, to: (a) require delivery within a reasonable additional period; or (b) terminate this Agreement and recover all sums paid. The Seller shall not be liable for any consequential or indirect loss arising from delay in delivery.
5.
RISK AND TITLE
Risk: Risk of damage to or loss of the Goods shall pass to the Buyer on delivery of the Goods to the Buyer's nominated delivery address.
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.
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.
6.
WARRANTIES
Statutory implied terms (B2B): By virtue of s. 39 of the Sale of Goods and Supply of Services Act 1980, the following implied terms apply to the supply of goods in the course of a business: (a) that the Seller has the right to sell the Goods (title warranty — SGA 1893 s. 12); (b) that the Goods correspond with any description applied to them (SGA 1893 s. 13); (c) that where the Buyer makes known any particular purpose for which the Goods are required, the Goods are reasonably fit for that purpose (SGSS 1980 s. 14); and (d) that the Goods are of merchantable quality (SGA 1893 s. 14 as modified by SGSS 1980). These statutory implied terms cannot be excluded in consumer contracts but may be limited or excluded as between businesses — see clause 7 below.
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.
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.
7.
EXCLUSION AND LIMITATION OF WARRANTIES (B2B)
This clause applies only as between two businesses (i.e. where neither party is a consumer within the meaning of the SGSS 1980). Subject to clause 6 and to the extent permitted by applicable law:
(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.
(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.
8.
BUYER'S INSPECTION AND ACCEPTANCE
The Buyer shall inspect the Goods within five (5) business days of delivery (the "Inspection Period"). The Buyer may reject Goods that do not conform to the Agreement by providing written notice to the Seller within the Inspection Period specifying the nature of the non-conformity. If no written rejection notice is provided within the Inspection Period, the Goods shall be deemed accepted. Rejection shall not affect the Buyer's right to damages in respect of any latent defect discovered after the Inspection Period, provided the Buyer notifies the Seller within a reasonable time of discovery.
9.
LATE PAYMENT INTEREST
If the Buyer fails to pay any sum due under this Agreement by the due date, the Seller shall be entitled to charge interest on the overdue amount at the rate of 8% per annum above the European Central Bank's reference rate prevailing at the relevant time, calculated daily from the due date until the date of actual payment (whether before or after judgment). This provision is in accordance with the European Communities (Late Payment in Commercial Transactions) Regulations 2012 (S.I. No. 580/2012), which transpose Directive 2011/7/EU into Irish law. The Seller shall also be entitled to recover reasonable debt recovery costs in accordance with Regulation 7 of S.I. No. 580/2012.
10.
FORCE MAJEURE
Neither party shall be liable for any failure or delay in performance to the extent caused by circumstances beyond that party's reasonable control, including without limitation acts of God, pandemic, strike, fire, flood, war, embargo, government restriction or failure of the internet or telecommunications infrastructure. The affected party shall notify the other as soon as practicable of the force majeure event and its expected duration. If the force majeure event continues for more than thirty (30) days, either party may terminate this Agreement on written notice without liability, save for payment for Goods already delivered.
11.
GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of Ireland, including the Sale of Goods Act 1893 (as amended), the Sale of Goods and Supply of Services Act 1980 and the Electronic Commerce Act 2000, without regard to conflict of laws principles. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Ireland.
12.
GENERAL PROVISIONS
Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the sale of the Goods and supersedes all prior understandings, representations and agreements, whether oral or written. Amendment: No amendment shall be valid unless in writing and signed by authorised representatives of both parties. Severability: If any provision is found unenforceable by a court of competent jurisdiction, that provision shall be severed and the remaining provisions shall continue in full force and effect. Waiver: No failure or delay in exercising any right or remedy under this Agreement shall constitute a waiver thereof. Notices: Any notice under this Agreement shall be in writing and delivered by hand, post or email to the addresses set out above. Electronic Execution: This Agreement may be executed electronically; such signatures are valid and enforceable under the Electronic Commerce Act 2000 (s. 13) and EU Regulation No 910/2014 (eIDAS).
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.
SELLER
Aoife Ní Bhriain
Chief Executive Officer
Emerald Tech Solutions Ltd.
Date: ____________________
BUYER
Ciarán O'Sullivan
Managing Director
Shannon Ventures Ltd.
Date: ____________________
Available as a print-ready PDF or an editable Microsoft Word (.docx) file.
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.
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Always current with the law
Templates carrying statute references are continuously updated as the law changes. Your document always reflects the current legal framework.
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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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