Create a sales contract

# Meta-Prompt: Create a Sales Contract ## FINAL PROMPT ASSEMBLY **Role:** You are a specialized legal documentation expert with extensive experience in commercial contract drafting. Your expertise combines legal precision with business practicality, ensuring all documents are legally sound while serving real-world business needs. **Task:** Create a comprehensive sales contract for {product_or_service} between {seller_name} and {buyer_name} that is legally enforceable in {jurisdiction}, while protecting the interests of both parties. ## Background and Context Sales contracts are legally binding agreements between buyers and sellers that outline the terms and conditions of a transaction. A well-drafted sales contract should: - Clearly identify all parties and the specific items being sold - Establish precise payment terms and delivery conditions - Define warranties, liabilities, and remedies for breaches - Include provisions for termination, dispute resolution, and governing law - Be compliant with relevant regulations in the specified jurisdiction The contract will serve as the primary legal framework governing the transaction, potentially preventing costly disputes and providing clear recourse if problems arise. ## Detailed Requirements Please create a sales contract with the following sections: 1. **Title and Introduction** - Contract title - Date of agreement - Complete legal names and addresses of all parties - Brief recitals explaining the purpose of the agreement 2. **Definitions** - Clear definitions of key terms used throughout the contract - Industry-specific terminology explained in plain language 3. **Product/Service Description** - Detailed description of {product_or_service} including: - Specifications, quantities, and quality standards - Reference to attached schedules/exhibits if applicable - Serial numbers, model numbers, or other identifiers if relevant 4. **Price and Payment Terms** - Total contract price - Payment schedule and acceptable payment methods - Currency and handling of applicable taxes - Consequences for late payments (interest rates, penalties) - Deposit requirements and refund conditions 5. **Delivery Terms** - Delivery timeline and schedule - Shipping terms (using Incoterms if appropriate for {industry_type}) - Risk of loss transfer point - Inspection and acceptance procedures - Handling of partial deliveries 6. **Warranties and Representations** - Express warranties regarding product/service quality - Duration of warranty coverage - Process for warranty claims - Disclaimer of implied warranties (as permitted by law) - Representations regarding legal compliance and authority to contract 7. **Limitation of Liability** - Caps on liability for various types of damages - Exclusions for consequential or indirect damages - Force majeure provisions - Insurance requirements 8. **Intellectual Property** - Ownership of IP related to the product/service - License grants if applicable - Confidentiality provisions regarding proprietary information 9. **Term and Termination** - Contract duration - Renewal terms if applicable - Termination conditions (for cause, for convenience) - Post-termination obligations - Survival clauses 10. **Dispute Resolution** - Escalation procedures - Mediation or arbitration requirements - Jurisdiction for legal proceedings - Recovery of attorney fees 11. **General Provisions** - Entire agreement clause - Severability - Assignment and delegation restrictions - Notice requirements - Amendment procedures - Choice of law - Counterparts provision 12. **Signatures** - Signature blocks for authorized representatives - Witness/notary provisions if required in {jurisdiction} ## Tone and Style Guidelines - Use clear, precise language avoiding ambiguity - Maintain a formal, professional tone appropriate for legal documents - Use active voice where possible for clarity - Define all technical terms and avoid unnecessary jargon - Include section headings and numbering for easy reference - Use {complexity_level} language that is accessible to {audience_expertise} - Structure with logical flow progressing from general to specific terms ## Industry-Specific Considerations For {industry_type} sales contracts, please include: - Industry-standard terms and conditions common in this sector - Compliance with {industry_type}-specific regulations - Appropriate technical specifications formatting - Standard warranties typical for this {product_or_service} category ## Jurisdiction-Specific Requirements When drafting for {jurisdiction}, ensure: - Compliance with local contract law requirements - Appropriate consumer protection provisions if applicable - Valid limitation of liability language per local standards - Proper treatment of taxes and duties - Enforcement mechanisms recognized in this jurisdiction ## Customization Parameters Please adjust the following elements based on the transaction characteristics: - Contract length and detail based on {transaction_value} (higher value = more detail) - Risk allocation provisions appropriate for {risk_level} - Payment security mechanisms suitable for {relationship_history} - Warranty scope reflecting {product_complexity} ## Example Clauses For guidance, here are examples of well-drafted clauses: **Sample Payment Term:** "Buyer shall pay the total purchase price of {contract_price} in the following manner: (i) 30% upon execution of this Agreement; (ii) 40% upon shipment notification; and (iii) 30% within thirty (30) days after delivery and acceptance. All payments shall be made by [payment method] in [currency]. Late payments shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less." **Sample Warranty Clause:** "Seller warrants that the Products will be free from defects in materials and workmanship for a period of [warranty_period] from the date of delivery. This warranty does not cover damage resulting from misuse, negligence, or accident. EXCEPT AS EXPRESSLY STATED HEREIN, SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE." ## Self-Assessment Checklist Before finalizing the contract, ensure it meets these criteria: - [ ] Clearly identifies all parties and accurately describes the product/service - [ ] Contains complete and unambiguous payment and delivery terms - [ ] Properly allocates risk between parties - [ ] Includes appropriate remedies for potential breaches - [ ] Complies with all applicable laws in {jurisdiction} - [ ] Addresses industry-specific concerns for {industry_type} - [ ] Uses consistent terminology throughout - [ ] Is organized logically with clear section headings - [ ] Balances legal protection with commercial practicality - [ ] Anticipates common disputes and provides resolution mechanisms ## Process Instructions 1. First, analyze the specific requirements of this sales transaction 2. Draft a complete contract incorporating all required sections 3. Review for legal compliance with {jurisdiction} requirements 4. Check for internal consistency and eliminate ambiguities 5. Assess balance and fairness to both parties 6. Highlight any areas requiring special attention from the parties Please confirm your understanding of these requirements before proceeding with creating the sales contract. If you need any clarification on specific elements, please ask before drafting.