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Escrow Agreement For Sale Of Goods Template for India

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Key Requirements PROMPT example:

Escrow Agreement For Sale Of Goods

"I need an Escrow Agreement for Sale of Goods under Indian law for an international transaction where my company is importing industrial machinery worth USD 2.5 million from a German manufacturer, with delivery scheduled for March 2025 and payment to be held by an Indian bank as escrow agent."

Document background
The Escrow Agreement for Sale of Goods is essential in commercial transactions where parties seek to minimize transaction risks through a trusted intermediary. This document is particularly valuable in high-value transactions, international trade, or situations where parties lack established trading relationships. Under Indian law, this agreement combines elements of the Indian Contract Act, 1872, and the Sale of Goods Act, 1930, to create a secure transaction structure. The agreement details the escrow agent's role, payment mechanics, conditions for release of funds and goods, and the specific responsibilities of each party. It's commonly used when there's a need to ensure that sellers receive payment only after delivering conforming goods and buyers only release funds upon receiving satisfactory goods, thereby protecting both parties' interests.
Suggested Sections

1. Parties: Identifies and provides details of the Seller, Buyer, and Escrow Agent

2. Background: Sets out the context of the transaction and purpose of the escrow arrangement

3. Definitions: Defines key terms used throughout the agreement

4. Appointment of Escrow Agent: Formal appointment and acceptance of the escrow agent's role

5. Description of Goods: Detailed description of the goods subject to the sale

6. Escrow Amount: Specifies the purchase price and any additional amounts to be held in escrow

7. Deposit of Funds: Terms and timing for the buyer's deposit of funds into escrow

8. Delivery of Goods: Requirements and procedures for delivery of goods by the seller

9. Release Conditions: Conditions that must be met for release of funds to seller and goods to buyer

10. Escrow Agent's Duties: Detailed responsibilities and obligations of the escrow agent

11. Fees and Expenses: Escrow agent's fees and allocation of costs

12. Representations and Warranties: Standard representations and warranties from all parties

13. Indemnification: Provisions for indemnifying the escrow agent and other parties

14. Termination: Circumstances and procedures for terminating the agreement

15. Governing Law and Jurisdiction: Specifies applicable law and jurisdiction for disputes

16. Notices: Procedures for giving formal notices under the agreement

17. General Provisions: Standard boilerplate clauses including amendments, assignment, severability

Optional Sections

1. Inspection Rights: Procedures for buyer's inspection of goods, used when goods require quality verification before acceptance

2. Insurance: Requirements for insurance coverage of goods during transit and storage, important for high-value items

3. Multiple Deliveries: Procedures for handling multiple shipments or staged deliveries of goods

4. Foreign Exchange Provisions: Required for international transactions involving currency conversion

5. Customs and Export Controls: Necessary for international shipments requiring customs clearance

6. Force Majeure: Provisions for handling unforeseen circumstances, particularly relevant for long-term or complex deliveries

7. Confidentiality: Required when transaction involves sensitive commercial information

8. Dispute Resolution: Detailed procedures for resolving disputes, including mediation or arbitration provisions

Suggested Schedules

1. Schedule 1 - Goods Specification: Detailed technical specifications and descriptions of the goods

2. Schedule 2 - Pricing and Payment Terms: Detailed breakdown of purchase price, payment schedules, and escrow fees

3. Schedule 3 - Delivery Schedule: Specific timing and logistics for delivery of goods

4. Schedule 4 - Inspection Criteria: Detailed quality standards and inspection procedures

5. Schedule 5 - Required Documents: List of documents required for release of funds (e.g., bills of lading, inspection certificates)

6. Schedule 6 - Escrow Account Details: Banking and account information for the escrow arrangement

7. Appendix A - Form of Release Notice: Standard form for authorizing release of funds or goods

8. Appendix B - Contact Details: Complete contact information for all parties and authorized representatives

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Industries

Manufacturing

International Trade

Retail

Wholesale

Technology Hardware

Industrial Equipment

Automotive

Consumer Goods

Pharmaceuticals

Agricultural Products

Textiles

Electronics

Heavy Machinery

Commodities Trading

Luxury Goods

Relevant Teams

Legal

Finance

Procurement

Sales

Commercial

Compliance

Treasury

Supply Chain

Operations

Risk Management

Trade Finance

Business Development

Relevant Roles

Commercial Director

Procurement Manager

Sales Manager

Legal Counsel

Contract Manager

Chief Financial Officer

Treasury Manager

Trade Finance Manager

Compliance Officer

Supply Chain Manager

Import/Export Manager

Business Development Manager

Risk Manager

Company Secretary

Operations Manager

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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