Sales Agreement Template
Formalize the sale of goods between two businesses with this straightforward sales agreement. It ensures both parties understand their obligations regarding payment, delivery, and warranties.
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How to use this template
- Fill in the details for both parties and the goods being sold.
- Review the payment and delivery terms to ensure they match your deal.
- Download the document as a PDF or copy the text.
- Sign the agreement with the other party to make it binding.
When to use this template
Use a sales agreement when you sell goods to another business and want more than an invoice: agreed delivery, when risk and ownership pass, inspection and a warranty period.
It suits one-off orders and larger deliveries. For services, use a service agreement; for buying a single used item such as a vehicle or machine, the purchase agreement is a better fit.
Check before you sign
- The description and quantity of the goods leave no room for discussion.
- Payment terms and any deposit are clear, and you know when ownership passes.
- The delivery date and place are realistic, including who pays for shipping.
- The warranty period and the remedies (repair, replacement or refund) are what you can offer.
- Liability is limited to a reasonable amount.
Full text of the sales agreement template
This is the complete template. Words in [brackets] are filled in automatically when you use the form above; where the template has options, the form shows only the one you choose.
SALES AGREEMENT
1. Parties and Sale
This Sales Agreement is made on [Effective date] between [Seller name], located at [Seller address] ("Seller"), and [Buyer name], located at [Buyer address] ("Buyer").
The Seller agrees to sell, and the Buyer agrees to purchase, the following goods: [Goods being sold].
2. Purchase Price
The total price for the goods is [Total price] [Currency].
Unless otherwise agreed in writing, this price does not include taxes, customs duties, or shipping costs, which shall be stated separately and paid by the Buyer.
3. Payment Terms
If you choose: Full payment before delivery
The Buyer shall pay the total price in full before the Seller delivers the goods.
If you choose: Deposit now, balance on delivery
The Buyer shall pay a deposit of [Deposit] [Currency] upon the signing of this agreement. The remaining balance shall be paid upon delivery of the goods.
If you choose: Payment within a number of days after delivery
The Seller will issue an invoice upon delivery. The Buyer shall pay the full amount within [Payment due] days of receiving the invoice.
4. Delivery
The Seller shall deliver the goods on [Delivery date] at [Delivery place].
The Seller will notify the Buyer promptly if any delays in delivery are expected.
5. Risk and Title
The risk of loss or damage to the goods passes from the Seller to the Buyer at the moment of delivery.
Legal title to the goods remains with the Seller until the purchase price has been paid in full by the Buyer.
6. Inspection
The Buyer shall inspect the goods immediately upon delivery. Any visible defects or shortages must be reported to the Seller in writing within a reasonable timeframe.
7. Warranty
The Seller warrants that the goods match the description provided and are free from material defects for a period of [Warranty period] days from delivery.
If a defect is found, the Seller may, at its own discretion, repair the goods, replace them, or provide a refund. To the extent permitted by law, all other warranties, express or implied, are excluded.
8. Limitation of Liability
Neither party shall be liable for any indirect, incidental, or consequential damages arising from this agreement.
To the extent allowed by law, the Seller's total liability for any claim shall not exceed the total price paid by the Buyer under this agreement.
9. Force Majeure
Neither party will be held responsible for delays or failures in performance caused by events beyond their reasonable control, such as natural disasters, war, or government restrictions.
10. Cancellation and Termination
Either party may terminate this agreement if the other party commits a material breach of its obligations and fails to fix that breach within a reasonable time after receiving written notice.
11. Governing Law
This agreement is governed by and construed in accordance with the laws of [Governing law].
12. General Provisions
This document constitutes the entire agreement between the parties and replaces all prior discussions or arrangements. Any changes to this agreement must be made in writing and signed by both parties.
If any part of this agreement is found to be unenforceable, the remaining sections will continue to be valid and effective.
Signatures
Seller
Signature: ____________________
Name and title: ____________________
Date: ____________________
Buyer
Signature: ____________________
Name and title: ____________________
Date: ____________________
Frequently asked questions
What is this contract for?
This agreement is designed for business-to-business (B2B) transactions where one company sells physical goods to another. It outlines the price, delivery terms, and quality guarantees.
What should this agreement include?
It should clearly list the specific goods being sold, the total price, the payment schedule, the delivery date, and the warranty period for the items.
Is this template legally binding?
This is a general template and does not constitute legal advice. While it can become legally binding once signed, you should have a lawyer review it to ensure it meets your specific needs and local laws.
What is the difference between a sales agreement, a purchase order, and an invoice?
A sales agreement is a comprehensive contract governing the entire relationship and risks. A purchase order is a request to buy specific items, and an invoice is a request for payment after the order is placed or fulfilled.
Can I edit the text of the contract?
Yes. Once you download or copy the text, you can modify any clause to better suit your specific business arrangement.
Is my data stored on your servers?
No. All data you enter into the template stays in your browser and is not stored or transmitted to our servers.
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