Below is a balanced, customizable master sales agreement for industrial sensors. It is intended as a template and should be tailored to the parties, governing law, and regulatory context. Bracketed items are placeholders for your customization.
This Master Sale and Supply Agreement (Agreement) is entered into as of [Effective Date] (the Effective Date) by and between:
Seller and Buyer are each a Party and together the Parties.
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Definitions
1.1 Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where control means ownership of more than 50% of the voting interests or the ability to direct management.
1.2 Confidential Information has the meaning set forth in Section 18.
1.3 Deliverables means any documentation, reports, drawings, schematics, test results, manuals, and other materials (excluding firmware and software) provided by Seller in connection with the Products.
1.4 Firmware/Software means any software, code, firmware, microcode, and related updates embedded in or provided with the Products.
1.5 Incoterms means the Incoterms 2020 rules of the International Chamber of Commerce.
1.6 Order means a purchase order issued by Buyer and accepted by Seller pursuant to this Agreement.
1.7 Products means the industrial sensors, modules, accessories, spare parts, and related items identified in an Order and conforming to the Specifications.
1.8 Specifications means the technical, functional, environmental, and performance requirements, drawings, datasheets, and standards for the Products, as set forth in this Agreement or an Order, or otherwise agreed in writing.
1.9 Territory means [define territory].
1.10 Warranty Period means [12/24/36] months from the earlier of (a) delivery per Section 4, or (b) commissioning/installation; select one option and delete the other.
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Scope; Orders; Precedence; Forecasts
2.1 Scope. This Agreement governs Seller’s sale and supply of Products to Buyer in the Territory.
2.2 Orders. Buyer may order Products by submitting written Orders referencing this Agreement. All Orders are subject to acceptance by Seller in writing. Seller may accept by written confirmation or by shipment.
2.3 Precedence; Battle of Forms. This Agreement supersedes and controls over any different or additional terms in an Order, acknowledgment, invoice, click-through, or other document, all of which are rejected and are deemed material alterations. If this Agreement and an Order conflict, the following order of precedence applies: (1) this Agreement; (2) the Order (exclusive of preprinted terms); (3) Specifications expressly incorporated by reference; (4) any mutually executed addenda or schedules.
2.4 Forecasts. Non-binding forecasts may be provided for planning; they do not constitute Orders. Seller will use commercially reasonable efforts to reserve capacity consistent with rolling [3/6/12]-month forecasts.
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Price; Taxes; Payment
3.1 Prices. Prices are set forth in the applicable Order or a mutually executed price schedule. Unless otherwise stated, prices are in [currency], exclusive of taxes, shipping, insurance, and handling.
3.2 Taxes. Buyer is responsible for all sales, use, excise, VAT/GST, customs, and similar taxes, duties, and fees, except taxes based on Seller’s net income. If Buyer is tax-exempt, it shall provide valid exemption certificates.
3.3 Payment Terms. Unless otherwise agreed, payment is due [Net 30] days from invoice date. Late amounts accrue interest at the lesser of 1.5% per month or the maximum permitted by law. Seller may suspend shipments for overdue amounts.
3.4 Setoff. Buyer may not set off or withhold payments except for amounts subject to a good-faith, documented dispute, provided Buyer pays all undisputed amounts and notifies Seller within [10] days of invoice.
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Delivery; Title; Risk of Loss; Packaging
4.1 Delivery Terms. Delivery is [Incoterm and named place, e.g., FCA Seller’s facility (Incoterms 2020)] unless otherwise stated in the Order.
4.2 Title and Risk. Risk of loss transfers per the agreed Incoterm. Title transfers upon the earlier of (a) full payment, or (b) delivery per Section 4.1. If retention of title is required by applicable law, Section 21 applies.
4.3 Delivery Dates. Delivery dates are estimates. Seller is not liable for delays beyond its reasonable control. Partial shipments are permitted.
4.4 Packaging. Seller will package Products for safe transit in accordance with industry standards and the agreed Incoterm.
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Inspection; Acceptance; Nonconforming Goods
5.1 Inspection. Buyer shall inspect Products within [10/15] days after delivery. If Buyer believes Products are nonconforming, Buyer shall notify Seller in writing with reasonable detail and supporting evidence.
5.2 Acceptance. Products are deemed accepted unless Buyer provides timely notice under Section 5.1. Use or resale of Products constitutes acceptance.
5.3 Remedy. For timely, substantiated claims of nonconformity, Seller shall, at its option, repair, replace, or credit/refund the purchase price of the nonconforming Products. Return requires an RMA per Section 7.
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Warranties
6.1 Product Warranty. Seller warrants that during the Warranty Period, the Products will (a) be free from defects in material and workmanship, and (b) materially conform to the Specifications.
6.2 Firmware/Software Warranty. Seller warrants that during the Warranty Period, the Firmware/Software will materially conform to the documentation and be free of malicious code when delivered. Seller does not warrant that software will be error-free or uninterrupted.
6.3 Exclusions. The warranties do not cover defects caused by (a) misuse, neglect, improper storage, installation not performed per Seller instructions, or operation outside Specifications; (b) unauthorized modifications or repairs; (c) normal wear and tear or consumables; (d) interoperation with third-party equipment or software not approved by Seller; or (e) corrosion, contamination, or external electrical faults not attributable to Seller.
6.4 Warranty Remedies. Seller’s sole obligation and Buyer’s exclusive remedies for breach of warranty are repair, replacement, or credit/refund of the defective Product, at Seller’s option. Replacement Products may be new or equivalent to new in performance and reliability.
6.5 Disclaimer. Except for the express warranties above, and to the maximum extent permitted by applicable law, Seller disclaims all other warranties, express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
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Returns; RMA
7.1 RMA Procedure. Buyer shall obtain a return material authorization (RMA) before returning any Product. Products must be returned with RMA number, in suitable packaging, and with the failure description.
7.2 Costs. For valid warranty returns, Seller bears reasonable ground shipping costs to and from Buyer’s location in the original delivery country. Otherwise, Buyer bears costs.
7.3 No Advance Replacement unless expressly agreed. If advanced exchange is offered, Buyer must return the replaced unit within [30] days or pay the applicable fees.
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Firmware/Software License
8.1 License Grant. Subject to payment of applicable fees, Seller grants Buyer a non-exclusive, non-transferable (except under Section 27.4), non-sublicensable license to use the Firmware/Software embedded in or supplied with the Products solely as necessary to operate the Products for Buyer’s internal business purposes.
8.2 Restrictions. Buyer shall not (a) copy (except for backup), modify, create derivative works of, reverse engineer, decompile, or disassemble the Firmware/Software except to the limited extent permitted by non-waivable law; (b) remove or alter proprietary notices; or (c) use the Firmware/Software separate from the Products.
8.3 Updates; Security. Seller may provide updates, including security patches. Buyer shall promptly implement security patches designated as critical. Updates are licensed under this Section 8.
8.4 Open Source. Some components may be subject to open-source licenses. Seller will provide required notices and source code to the extent required. In case of conflict between this Agreement and applicable open-source licenses, the open-source licenses govern for those components.
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Intellectual Property; Deliverables
9.1 Ownership. Seller and its licensors own all right, title, and interest in and to the Products, Firmware/Software, and Seller’s background intellectual property. Buyer acquires no rights other than the limited license in Section 8 and ownership of tangible Product units.
9.2 Customizations; NRE. Custom developments funded by Buyer will be subject to a separately agreed statement of work (SOW). Unless expressly stated otherwise in an SOW, Seller retains ownership of all IP in customizations, subject to a non-exclusive license to Buyer to use such customizations with the Products.
9.3 Feedback. Buyer grants Seller a royalty-free, worldwide license to use feedback to improve Seller’s products and services, without use of Buyer’s Confidential Information.
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IP Infringement Indemnity
10.1 Indemnity. Seller will defend and indemnify Buyer against third-party claims that a Product, as provided by Seller, infringes a patent, copyright, or trademark, or misappropriates a trade secret, and will pay final damages and reasonable settlements approved by Seller, and reasonable defense costs.
10.2 Conditions. Seller’s obligations are conditioned on Buyer: (a) promptly notifying Seller in writing; (b) granting Seller sole control of the defense and settlement; and (c) providing reasonable cooperation. Buyer may participate with its own counsel at its expense.
10.3 Exclusions. Seller has no obligation for claims arising from: (a) modifications not made by Seller; (b) combination with non-Seller products where the claim would not arise absent the combination; (c) compliance with Buyer’s designs or instructions; (d) open-source components governed by their licenses; or (e) Buyer’s continued use after Seller has offered a non-infringing alternative.
10.4 Remedies. If infringement is alleged, Seller may, at its option: (a) procure for Buyer the right to continue using the Product; (b) replace or modify the Product to be non-infringing while materially preserving functionality; or (c) refund the price less reasonable depreciation for use, upon return of the Product. This Section states Seller’s entire liability for IP infringement.
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Compliance; Trade Controls; Anti-Corruption
11.1 Laws. Each Party will comply with applicable laws in connection with this Agreement.
11.2 Export/Import. Buyer shall comply with export, re-export, and sanctions laws and regulations (including those of the United States, the European Union, and the country of export). Buyer shall not sell, export, re-export, or transfer Products to prohibited end users, end uses, or destinations. Buyer shall obtain required licenses and provide end-use certificates if requested.
11.3 Anti-Corruption. Each Party shall comply with anti-bribery laws, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act, as applicable. No unlawful payments or improper advantages shall be offered or received.
11.4 Environmental and Safety. Seller will ensure Products conform to applicable environmental and product safety requirements identified in the Specifications or required in the destination market, including, as applicable, RoHS, REACH (SVHC disclosures), WEEE, and applicable safety directives/standards (e.g., CE marking, UKCA, UL/IEC). Buyer shall inform Seller in writing of specific regulatory requirements for the destination market not already reflected in Specifications.
11.5 Conflict Minerals. Upon reasonable request, Seller will provide information regarding the presence and origin of conflict minerals in the Products consistent with applicable rules.
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Data; Cybersecurity; Privacy
12.1 Data. To the extent Products generate telemetry or diagnostic data, Seller may use such data in de-identified form for product improvement. Buyer remains responsible for its network security and for configuring Products per Seller guidance.
12.2 Security. Each Party will maintain commercially reasonable administrative, physical, and technical safeguards appropriate to the sensitivity of any data processed by the Products. Seller will provide security advisories and patches as available.
12.3 Personal Data. If the Products process personal data on behalf of Buyer, the Parties shall execute a data processing agreement compliant with applicable data protection laws before such processing.
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Quality; Changes; EOL; Traceability
13.1 Quality System. Seller maintains a quality management system consistent with ISO 9001 or comparable standards.
13.2 Product/Process Changes. Seller will provide [90] days’ prior notice of material changes affecting form, fit, function, performance, or reliability, including changes to manufacturing site or critical suppliers (a PCN).
13.3 End of Life (EOL). For Product discontinuance, Seller will provide at least [6/12] months’ last-time-buy notice and [6/12] months’ last-ship period, subject to component availability.
13.4 Traceability; Counterfeit Avoidance. Seller will maintain lot/batch traceability and employ reasonable measures to prevent counterfeit parts consistent with industry standards.
13.5 Documentation. Upon request, Seller will supply certificates of conformance, test reports, and material declarations to a reasonable extent.
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Services; Training; Installation
14.1 If Seller provides installation, commissioning, calibration, or training services, such services will be described in a separate SOW. Services are provided with reasonable care and skill.
14.2 Spare Parts. Seller will make commercially reasonable efforts to supply spare parts for [5/7/10] years from the last production date.
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Recalls and Field Actions
15.1 Notice and Cooperation. Each Party shall promptly notify the other upon learning of a safety issue. The Parties will cooperate in investigations, corrective actions, and regulatory notifications.
15.2 Responsibility. If a recall or field corrective action is caused by a Product defect not excluded by Section 6.3, Seller will bear reasonable, documented costs for the recall action attributable to the defect, to the extent permitted by law and subject to Section 16. Buyer will not initiate a recall referencing the Products without consulting Seller unless required by law.
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Limitation of Liability
16.1 Exclusion of Certain Damages. To the fullest extent permitted by law, neither Party is liable for indirect, incidental, consequential, special, punitive, or exemplary damages, or for loss of profits, revenue, production, or data, even if advised of the possibility.
16.2 Cap. Except for payment obligations, confidentiality breaches, willful misconduct, and indemnities under Sections 10 and 15.2, each Party’s aggregate liability arising out of or relating to this Agreement shall not exceed [the amounts paid by Buyer for the specific Products giving rise to the claim in the 12 months preceding the claim]/[200% of the price of the affected Order].
16.3 Non-Excludable Liability. Nothing in this Agreement limits liability that cannot be limited by applicable law, including for death or personal injury caused by negligence or for fraud.
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Insurance
Seller will maintain, at its expense, during the term: (a) commercial general liability with limits not less than [USD/EUR 2,000,000] per occurrence; (b) products/completed operations liability; and (c) if services are provided onsite, workers’ compensation and employer’s liability as required by law. Evidence of insurance will be provided upon reasonable request.
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Confidentiality
18.1 Definition. Confidential Information means nonpublic information disclosed by a Party that is marked or identified as confidential or that by its nature should be understood to be confidential, including pricing, product roadmaps, and Specifications.
18.2 Obligations. The receiving Party will use Confidential Information solely to perform this Agreement, protect it with no less than reasonable care, and not disclose it except to its personnel and Affiliates with a need to know and bound by similar obligations.
18.3 Exclusions. Confidential Information does not include information that is or becomes public through no breach, is independently developed, or is received from a third party without duty of confidentiality.
18.4 Compelled Disclosure. The receiving Party may disclose Confidential Information as required by law or court order, provided it gives prompt notice (if legally permissible) and cooperates in seeking protective treatment.
18.5 Survival. Confidentiality obligations survive for [5] years after disclosure; trade secrets remain protected as long as they qualify as trade secrets.
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Force Majeure
Neither Party is liable for delay or failure to perform due to events beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, sanctions, labor disputes not limited to the Party’s workforce, supply chain disruptions, or utility failures, provided the affected Party promptly notifies the other and uses commercially reasonable efforts to mitigate.
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Term; Termination
20.1 Term. This Agreement commences on the Effective Date and continues for [3/5] years, renewing automatically for successive one-year terms unless either Party gives [60] days’ notice of non-renewal.
20.2 Termination for Convenience. Either Party may terminate this Agreement (not any accepted Order unless otherwise agreed) for convenience upon [90] days’ written notice.
20.3 Termination for Cause. Either Party may terminate for material breach not cured within [30] days after written notice, or immediately upon insolvency, bankruptcy filing, or assignment for the benefit of creditors of the other Party.
20.4 Effect of Termination. Termination does not affect accrued rights or obligations. All accepted Orders remain in effect unless canceled by mutual agreement or as permitted herein. Sections that by their nature should survive will survive, including 3 (as to accrued amounts), 6, 8–10, 12, 15–19, 21, and 22–27.
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Retention of Title (If applicable in jurisdiction)
21.1 Retention. Where enforceable, Seller retains title to Products until receipt of full payment. Buyer shall store Products separately and mark them as Seller’s property until title passes.
21.2 Security Interest. If retention of title is not recognized, Buyer grants Seller a purchase-money security interest in the Products to secure payment, and will execute financing statements as reasonably requested.
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Governing Law; Dispute Resolution
22.1 Governing Law. This Agreement is governed by the laws of [jurisdiction and state/country], without regard to conflict-of-law principles. The U.N. Convention on Contracts for the International Sale of Goods (CISG) does not apply.
22.2 Venue; Jurisdiction. The Parties submit to the exclusive jurisdiction and venue of the courts located in [location], except that either Party may seek injunctive relief or enforcement of judgments in any competent court.
22.3 Arbitration (Optional). Any dispute arising out of or relating to this Agreement shall be finally resolved by arbitration under the rules of [arbitral institution] by [one/three] arbitrator(s), seated in [city], conducted in [language]. Judgment on the award may be entered in any court of competent jurisdiction.
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Ethical Business Conduct; Human Rights; Sustainability
Seller will adhere to a supplier code of conduct consistent with recognized standards (e.g., Responsible Business Alliance), including prohibitions on forced labor and child labor, fair wages and working hours, and environmental stewardship. Upon reasonable notice, Seller will respond to Buyer’s compliance questionnaires and audits related to these topics.
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Changes; Engineering Support; Documentation Control
24.1 Engineering Support. Seller will provide reasonable technical support regarding integration, calibration, and environmental conditions of use.
24.2 Documentation Control. Revisions to manuals, datasheets, and certifications will be version-controlled and made available to Buyer.
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Resale; Territory; Branding
25.1 Resale Authorization. If Buyer is authorized to resell, Buyer shall resell under its own name unless otherwise agreed, comply with applicable reseller obligations, and not make warranties inconsistent with Section 6.
25.2 Territory. Buyer shall sell the Products only within the Territory unless otherwise agreed in writing.
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Government Procurement (if applicable)
If Buyer is a government or is purchasing for a government, the Parties will negotiate applicable mandatory flow-downs. Products and software are provided as “commercial products” and “commercial computer software” subject to applicable restrictions.
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Miscellaneous
27.1 Independent Contractors. The Parties are independent contractors. No partnership, franchise, joint venture, or agency is created.
27.2 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
27.3 Assignment. Neither Party may assign this Agreement without the other’s prior written consent, except to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee is not a competitor of the non-assigning Party and assumes all obligations.
27.4 Subcontracting. Seller may use subcontractors but remains responsible for their performance.
27.5 Notices. Notices must be in writing and delivered by personal delivery, reputable courier, or certified mail to the addresses first above or such other address designated by notice. Email with confirmation may suffice if expressly permitted in the Order.
27.6 Severability. If any provision is held unenforceable, the remainder remains in effect, and the unenforceable provision is replaced by an enforceable one reflecting the Parties’ intent.
27.7 Waiver. Failure to enforce any provision is not a waiver. Waivers must be in writing.
27.8 Amendments. Amendments must be in a writing signed by authorized representatives of both Parties.
27.9 Counterparts; E-Signatures. This Agreement may be executed in counterparts and via electronic signatures, each of which is deemed an original.
27.10 Interpretation. Headings are for convenience only. “Including” means “including without limitation.”
Seller:
By: __________________________
Name: ________________________
Title: _________________________
Date: _________________________
Buyer:
By: __________________________
Name: ________________________
Title: _________________________
Date: _________________________
