PURCHASE AGREEMENT
This Agreement is made on [Effective Date] between [Seller Name] and [Buyer Name].
1. Parties. This Purchase Agreement is made between [Seller Name], of [Seller Address], GSTIN [Seller GSTIN] (the "Seller"), and [Buyer Name], of [Buyer Address], GSTIN [Buyer GSTIN] (the "Buyer"), together the "Parties".
2. Scope of Purchase. The Seller agrees to sell and the Buyer agrees to purchase the goods/assets described in Schedule A (the "Goods") in the quantities and specifications set out therein.
3. Term and Delivery. This Agreement is effective from [Effective Date]. The Seller shall deliver the Goods to [Delivery Location] by [Delivery Date], with risk and title passing on delivery and payment as stated.
4. Price, Payment and GST. The total purchase price is Rs. [Amount], exclusive of GST, which shall be charged at the applicable rate on a valid tax invoice. Payment shall be made [advance / on delivery / within [Number] days]. TDS/TCS applies as per law. An e-way bill shall accompany the Goods where required.
5. Warranties and Obligations. The Seller warrants clear and marketable title, that the Goods are free of encumbrances, and that they conform to the agreed specifications. The Buyer shall inspect and accept conforming Goods and make timely payment.
6. Intellectual Property. Where the Goods embody proprietary designs or software, the Seller grants the Buyer the necessary rights to use them, retaining underlying IP unless otherwise agreed.
7. Confidentiality. Each Party shall keep confidential the commercial terms and non-public information disclosed under this Agreement.
8. Indemnity. The Seller shall indemnify the Buyer against losses from defective title, defects, or infringement of third-party rights in the Goods.
9. Termination. Either Party may terminate for material breach uncured within [Number] days. Amounts due for Goods already delivered remain payable.
10. Governing Law, Jurisdiction and Arbitration. This Agreement is governed by the laws of India, subject to the exclusive jurisdiction of the courts at [City]. Disputes shall be referred to a sole arbitrator under the Arbitration and Conciliation Act, 1996, seated at [City], in English.
For [Seller Name]
Authorised Signatory
For [Buyer Name]
Authorised Signatory