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This Sales Contract template is designed for use in commercial transactions governed by German law. It serves as a legally binding agreement between parties engaging in the sale and purchase of goods, whether in a business-to-business (B2B) or business-to-consumer (B2C) context. The document incorporates mandatory provisions from the German Civil Code (BGB), including requirements for warranties, delivery obligations, and risk transfer. When used in commercial transactions, it also accounts for relevant provisions of the German Commercial Code (HGB). The contract addresses key aspects such as product specifications, pricing, delivery terms, warranties, and liability limitations, while ensuring compliance with German standard business terms regulations (AGB-Recht) and, where applicable, EU consumer protection laws.

1. Parties: Identification of seller and buyer with full legal names, addresses, and registration details if companies

2. Background: Context of the sale and brief description of the transaction

3. Definitions: Definitions of key terms used throughout the contract

4. Subject Matter of Sale: Detailed description of the goods being sold, including quantity, quality, and specifications

5. Purchase Price: Price, currency, payment terms, and payment method

6. Delivery Terms: Delivery location, timing, and conditions (including Incoterms if applicable)

7. Transfer of Risk and Title: When and how risk and ownership transfer from seller to buyer

8. Warranties: Statutory and additional warranties regarding the goods

9. Examination and Notice of Defects: Buyer's obligations to inspect goods and report defects

10. Liability: Extent and limitations of liability for both parties

11. Term and Termination: Duration of contract and circumstances allowing termination

12. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction

13. Signatures: Execution blocks for both parties