Sales Agreement Template
What is sold, at what price, delivered when, paid how.
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This Agreement is made on October 14, 2026 between [seller] of [address] (the Seller), and [buyer] of [address] (the Buyer).
1. Goods
The Seller will sell and the Buyer will buy: [describe the goods]
2. Price and payment
The price is $ [amount], exclusive of tax unless stated otherwise. Payment terms: [payment terms]. Late payment may attract interest at the statutory rate.
3. Delivery
[delivery terms]
4. Risk and title
Risk in the goods passes to the Buyer on delivery. Title stays with the Seller until the price has been paid in full, and until then the Buyer will keep the goods separately identifiable and insured.
5. Inspection and defects
The Buyer will inspect the goods on delivery and notify the Seller of any shortage or visible damage within seven days, and of any latent defect within thirty days of discovery. The Seller will replace or credit goods properly rejected.
6. Warranty and limits
The Seller warrants that the goods will match the description and be free from material defect at delivery. Nothing in this Agreement limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be limited.
7. Governing law
This Agreement is governed by the law of [jurisdiction].
What is a Sale of Goods Agreement?
A sale of goods agreement records what is being sold, for how much, when it will be delivered, when payment is due and who carries the risk in between. It matters most when something goes wrong in transit or a delivery arrives short: without a written agreement, the question of who owned the goods at the moment they were damaged has no clean answer and both sides reach for their own version of the deal.
Manufacturers, wholesalers, distributors and equipment dealers use it for one-off sales of significant value and as a framework for repeat orders, with individual purchase orders sitting under agreed terms. Buyers use it to pin down specification and delivery dates before committing capital. It is also the document behind a private sale of a vehicle, machinery or business assets between two parties, where an invoice alone would not record condition, warranties or the point at which title passes from one to the other.
Sale of goods is governed by national statute and the wording assumes it. Article 2 of the Uniform Commercial Code applies in most US states; the Sale of Goods Act applies in the UK with the Consumer Rights Act overlaying consumer sales; India has its own Sale of Goods Act; Australia has the Australian Consumer Law; and cross-border business sales between signatory countries may fall under the CISG unless it is expressly excluded. Consumer sales carry rights that cannot be contracted away almost everywhere. Confirm which regime applies before drafting warranty and exclusion clauses.
The agreement does not override statutory consumer rights, and a clause attempting to exclude them in a consumer sale is likely unenforceable in most of these jurisdictions. It does not act as an export licence, customs declaration or sanctions check for cross-border shipments. It is not a security interest either: unless a retention of title clause is drafted and, where required, registered, an unpaid seller may have no claim over goods already delivered. And it does not by itself prove delivery — that needs a signed delivery note.
What to put in a Sale of Goods Agreement
These are the details this template asks for. Anything left blank is marked in red on the preview so you can see what is still missing.
| Field | What goes in it |
|---|---|
| First party | For example: Barton Supply Co. |
| First party address | For example: Unit 7, Barton Road, Columbus, OH 43212 |
| Second party | For example: Halliwell Interiors Inc. |
| Second party address | For example: 44 High Street, Columbus, OH 43215 |
| What is being sold | For example: 2,400 oak veneer panels, 2400x1200, to the specification attached as Schedule 1. |
| Price | For example: 184,200.00 |
| Payment terms | For example: 30% on signature, balance within 30 days of each delivery |
| Delivery terms | For example: Delivered to the Buyer’s Columbus warehouse in four instalments between 1 October and 15… |
| Governing law | For example: England and Wales |
How to write a Sale of Goods Agreement
Specify the goods and quantity exactly
Describe the goods by model, part number, specification, grade and quantity, and attach a specification sheet or drawing where the description would otherwise run to a paragraph. If the sale is of a specific used item, identify it by serial number, registration or chassis number and state its condition. ‘Twelve pallets of grade A widgets, part number 4471-B, to specification sheet dated 3 March’ beats a generic description in every dispute.
Set price, taxes and payment terms
Give the unit price and the total, state the currency, and say whether the price includes or excludes VAT, GST or sales tax, and delivery and packaging. Then the payment terms: deposit, balance on delivery, or net days from invoice, with account details and what happens on late payment. If the price can move with a commodity index or exchange rate, set out the adjustment mechanism rather than a bare right to vary.
Fix delivery, risk and title separately
State the delivery address, the date or window, and who arranges and pays for carriage — an Incoterms rule such as EXW, FCA or DAP does this compactly for cross-border sales if you name the version. Then say separately when risk passes and when title passes, because they need not be the same moment. Retention of title until payment clears is common; check whether registration is needed for it to bite locally.
Set inspection, acceptance and rejection
Give the buyer a stated number of days to inspect on arrival, and a route for rejecting goods that do not conform: written notice with what level of detail, and what the seller must then do — replace, repair or refund. Say what happens to rejected goods physically and who pays return carriage. Without a deadline, a buyer can raise a defect months later when the evidence has gone.
State warranties, limits and governing law
Set the warranty period and what it covers, and say what is excluded — fair wear, misuse, modification, storage outside stated conditions. Cap liability in a way that will survive review in the relevant jurisdiction, remembering that death, personal injury and fraud generally cannot be excluded and consumer rights cannot be contracted away. Then name the governing law and the forum for disputes.
Common mistakes
- Describing goods loosely, so a delivery that matches the words on the page but not the buyer's expectation leaves neither party able to prove non-conformity.
- Leaving risk and title to be assumed, which means nobody can say who bears the loss when a container is damaged in transit.
- Omitting a retention of title clause on credit sales, so an unpaid seller ranks as an ordinary creditor once the buyer becomes insolvent.
- Setting no inspection deadline, so a claim arrives long after delivery with no way to establish whether the defect existed on arrival.
- Copying a liability exclusion that ignores non-excludable consumer rights in the buyer's country, leaving the clause struck out and the seller exposed on terms it thought it had limited.
Frequently asked questions
What should a sales agreement include?
Parties, a precise description of the goods and quantity, price and taxes, payment terms, delivery arrangements and dates, the points at which risk and title pass, inspection and rejection rights, warranties and their limits, remedies for breach, and governing law. For repeat trade, put the commercial terms in a framework agreement and let individual purchase orders carry only quantity and delivery date.
When does ownership of goods transfer to the buyer?
That depends on the agreement and on the sale of goods statute that applies. Many regimes have default rules — for specific goods in a deliverable state, title can pass at the moment the contract is made unless the parties say otherwise. Since defaults vary and rarely match commercial expectation, state the transfer point expressly and pair it with a retention of title clause on credit terms.
What is the difference between a sales agreement and an invoice?
The agreement sets the terms of the deal before or at the point of sale; the invoice is a demand for payment issued under it and normally carries only price, tax and payment details. Terms printed on the back of an invoice may not form part of the contract if the agreement was already made. Where the value matters, do not let the invoice do the contract's work.
Do I need a written contract to sell goods?
Not always — many sales are valid orally or by conduct. But some jurisdictions require writing above a value threshold, and evidence problems make oral terms hard to prove regardless. Written terms also let you set retention of title, limit liability and fix a delivery date. For anything of significant value, or any sale on credit, put it in writing.
What are Incoterms and do I need them?
Incoterms are standard three-letter rules published by the International Chamber of Commerce that allocate carriage, insurance, export and import formalities and the point at which risk passes. They are useful shorthand for cross-border sales and widely understood, but you must name the rule, the named place and the version you are using. They do not deal with title, price or payment, so the contract still has to.
This page explains general practice and is not legal advice. Requirements differ between countries and, in some cases, between states — check what applies where the document will be used.