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Sales Agreement Template

Free sales agreement template for buying and selling goods. Covers product specifications, pricing, delivery, inspection, warranties, and risk of loss.

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Sales Agreement

1. Parties and Subject Matter

This Sales Agreement ("Agreement") is made on [Date] between [Seller Name/Company] ("Seller") and [Buyer Name/Company] ("Buyer"). The Seller agrees to sell and the Buyer agrees to purchase the goods described in Schedule A (the "Goods") under the terms and conditions set forth herein.

2. Price and Payment

The total purchase price for the Goods is [Currency] [Amount]. Payment terms: [100% upon delivery / 50% deposit with balance on delivery / Net 30 days from invoice]. All payments shall be made via [wire transfer/check]. The Seller retains a security interest in the Goods until full payment is received (retention of title).

3. Delivery

The Seller shall deliver the Goods to [delivery address] on or before [Date]. Delivery terms: [FOB Shipping Point / FOB Destination / Ex Works / DDP]. Risk of loss transfers to the Buyer upon [shipment/delivery/acceptance]. The Seller shall provide tracking information and notify the Buyer of any anticipated delays. Partial deliveries are [permitted/not permitted].

4. Inspection and Acceptance

The Buyer shall inspect the Goods within [5] business days of delivery. If the Goods do not conform to the specifications, the Buyer shall provide written notice of rejection detailing the non-conformity. The Seller shall, at its option, repair, replace, or refund the non-conforming Goods within [15] days. Failure to reject within the inspection period constitutes acceptance.

5. Warranties

The Seller warrants that the Goods: (a) conform to the specifications in Schedule A; (b) are free from defects in materials and workmanship; (c) are free from liens and encumbrances; (d) do not infringe any third-party intellectual property rights. This warranty is valid for [12/24] months from delivery. THE SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

6. Limitation of Liability and Remedies

The Seller's total liability under this Agreement shall not exceed the purchase price paid for the Goods. Neither party shall be liable for indirect, consequential, or incidental damages. The Buyer's exclusive remedy for defective Goods shall be repair, replacement, or refund at the Seller's option. Claims must be made within the warranty period.

Signature — Party A

Signature — Party B

Tips for Using This Template

  • Specify Incoterms (FOB, CIF, DDP) clearly so both parties understand who bears shipping costs and risk.
  • Include detailed product specifications as an attached schedule to avoid disputes over what was agreed.
  • For high-value transactions, consider requiring a letter of credit or escrow arrangement.
  • Address force majeure events that could delay delivery, such as natural disasters or supply chain disruptions.

Frequently Asked Questions

What is the difference between a sales agreement and a purchase order?
A sales agreement is a comprehensive contract governing the terms of a sale. A purchase order is a document issued by the buyer authorizing a specific purchase. In practice, a sales agreement often serves as the master contract, with individual purchase orders placed under it.
When does ownership of the goods transfer?
This depends on the delivery terms (Incoterms) specified. Under FOB Shipping Point, title passes when the seller ships. Under FOB Destination, title passes upon delivery. The agreement also includes a retention of title clause until full payment.
Can I use this for international sales?
Yes, but for international transactions, add clauses covering: import/export compliance, currency conversion, international arbitration, and applicable trade regulations (such as the UN Convention on International Sale of Goods - CISG).

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Disclaimer: This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction. Consult a qualified legal professional before using this document for any binding agreement. ContractClaw Sign is not a law firm and does not provide legal services.

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