Sales agreement template

Sales agreement

Starting text for counsel. Replace every bracket. Do not ask anyone to sign until a lawyer has adapted this text to the parties and to the law that will govern it.

This sales agreement is made on [Effective date] between [Seller legal name], of [Seller address] ("Seller"), and [Buyer legal name], of [Buyer address] ("Buyer"). The Seller sells the goods described below. The Buyer pays the price and takes delivery. This text is for a sale between businesses, not a consumer credit agreement and not a loan.

1. The goods

The Seller sells, and the Buyer buys, [Goods], in the quantity [Quantity], matching the specification at [Specification]. A photo in an email is not the specification unless the PDF includes it. The Seller does not substitute goods unless the Buyer agrees in writing. Services, installation, and training are included only if [Services included] lists them. Otherwise they need a separate agreement.

2. Price and tax

The price is [Price] in [Currency]. The price [Tax treatment]. The Buyer pays [Payment timing]. The Seller may withhold shipment if an earlier invoice is overdue beyond [Overdue days] days after notice. The price does not include customs duties unless [Duties] says the Seller will pay them.

3. Delivery and risk

The Seller delivers the goods [Delivery terms] at [Delivery place] on or about [Delivery date]. Risk of loss passes to the Buyer at [Risk point]. Until that point the Seller bears the risk, except for loss caused by the Buyer's delay in taking delivery. Dates are estimates unless counsel marks a date as firm at [Firm date].

4. Inspection

The Buyer inspects the goods within [Inspection days] days after delivery. The Buyer either accepts them or rejects them in writing, describing the failure against the specification. A hidden defect that a careful inspection could not find may be raised within [Hidden defect period] after the Buyer discovers it, and counsel confirms that period against the governing law. Use of the goods in ordinary business after the inspection period is acceptance of obvious defects.

5. Title and warranty topic

Ownership passes to the Buyer at [Title point], which may be delivery or full payment. Those are different deals, and counsel picks one. The Seller states the warranty, if any, at [Warranty]. A warranty from another deal is not copied in by silence. Except for that written warranty and for rights the governing law does not allow the parties to exclude, the Seller sells the goods as specified and not with an open-ended promise of fitness. Counsel checks mandatory rules before anyone signs, especially if any buyer is a consumer.

6. Law

The laws of [Governing law] govern this sale. The parties name the courts of [Courts]. The signed PDF is the whole agreement about these goods and replaces earlier quotes about the same order, except for the specification it attaches. A change is effective only when both parties sign it.

7. If a payment is missed

If the Buyer does not pay an undisputed amount within [Payment days] days after notice, the Seller may suspend further deliveries and may keep goods that have not yet been delivered. The Seller may also require payment in advance for a later order under this agreement. A suspension does not erase the price of goods the Buyer has already accepted. Counsel writes any interest the governing law allows at [Interest]. The Seller does not take back accepted goods except under the inspection section.

8. Rejection and returns

A rejection that meets the inspection section lets the Buyer return the rejected goods. [Return cost] names who pays the carriage. The Seller, at its choice, replaces those goods or credits the price of the rejected part. Goods the Buyer has altered, or used beyond a fair test, are not returnable under this section. A shortage is notified within the inspection period with the count. The Seller does not have to accept a return of goods that match the specification only because the Buyer changed its mind.

9. What the seller does not promise

The Seller does not promise a resale profit, a particular customer's approval, or fitness for a purpose the specification does not name. If the Buyer relies on a purpose, that purpose is written at [Stated purpose] before anyone signs. Packaging and labels follow [Labels]. Safety information the Seller must give is attached to the PDF, not left in a separate brochure. Counsel checks which promises a statute keeps alive even if this section is silent, and writes those at [Mandatory rights]. The Buyer names a delivery contact at [Delivery contact]. The Seller's catalogue and earlier emails do not change this PDF. A later purchase order changes only quantity, price, and date. This text still governs the rest.

Signatures

Seller

Name: [Seller signatory name]

Title: [Seller signatory title]

Signature: ______________________________

Date: [Seller signature date]

Buyer

Name: [Buyer signatory name]

Title: [Buyer signatory title]

Signature: ______________________________

Date: [Buyer signature date]