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Sale of goods contract template

Sales Contract (Goods)

This Sales Contract (this “Contract”) is entered into as of the Agreement effective date (the “Effective Date”),

BETWEEN

Seller (Name) (the “Seller”), located at:
Seller (Address (one line))
AND
Buyer (Reference) (the “Buyer”), located at:
Buyer (Address (one line))

Each Seller and Buyer may be referred to as a “Party” and collectively as the “Parties,” both of whom agree to be bound by this Contract.

Sale of Goods.

The Seller agrees to sell, and the Buyer agrees to purchase, the goods as described in Appendix 1: Description of Goods (the "Goods"), which is attached hereto and incorporated into this Agreement by reference. The details in Appendix 1 include the name, specifications, quantity, unit price, and total price for each item of Goods.

Delivery.

Seller shall notify and make the Goods available for Buyer to pick-up at the following address:

Delivery address

The Goods shall be deemed delivered when the Buyer has accepted delivery at the above-referenced location. The shipping method shall be determined by the Buyer, who shall be responsible for any shipping costs.

Payment

According to the payment option: Payment options, the following applies:

Payment schedule

Inspection of Goods & Rejection

The Buyer is entitled to inspect the Goods upon delivery. If the Goods are unacceptable for any reason, the Buyer must reject them at the time of delivery. If the Buyer has not rejected the Goods on the date of delivery, the Buyer shall have waived any right to reject that specific delivery of Goods. In the event the Buyer rejects the Goods, the Buyer shall allow the Seller a reasonable time to cure the deficiency. A reasonable time period shall be determined by the Seller.

Risk of Loss

Risk of loss will be on the Seller until the time when the Buyer accepts delivery. The Seller shall maintain any and all necessary insurance to insure the Goods against loss at the Seller’s own expense.

Title

Title to the Goods will remain with the Seller until the Buyer accepts delivery.

Excuse for Delay or Failure to Perform

The Seller will not be liable to the Buyer for any delay, non-delivery, or default of this Agreement due to labor disputes, transportation shortages, delays or shortages of materials, fires, accidents, Acts of God, or any other causes outside of the Seller’s control. The Seller shall notify the Buyer immediately upon realizing that it will not be able to deliver the Goods as promised. Either Party may terminate this Agreement upon such notice.

Termination

This Agreement may be terminated at any time by either Party upon written notice to the other Party. The Buyer will be responsible for payment of all Goods delivered and accepted up to the date of termination.

Warranties

The Goods are sold "as is." The Seller expressly disclaims all warranties, whether express or implied, including, but not limited to, any implied warranties of merchantability or fitness for a particular purpose.

Limitation of Liability

Under no circumstances shall either Party be liable to the other Party or any third party for any damages arising from this Agreement, including, but not limited to, loss of revenue, anticipated profit, lost business opportunities, costs of delay, or failure of delivery, unless such damages are directly caused by a Party’s negligence or breach of this Agreement.

Taxes and Duties

The Buyer is responsible for any and all applicable taxes, duties, or fees related to the purchase and delivery of the Goods.

Compliance with Laws

The Parties agree to comply with all applicable laws and regulations related to the sale and delivery of the Goods, including import/export and tax regulations.

Indemnification

Each Party agrees to indemnify and hold the other Party harmless from any claims, losses, or damages, including reasonable attorney fees, arising out of any breach of this Agreement or third-party claims related to the Goods.

Confidentiality

Both Parties agree to keep all information related to this Agreement confidential and not disclose it to any third party without the prior written consent of the other Party, except as required by law.

Dispute Resolution

Any disputes arising from this Agreement shall first be resolved through good-faith negotiation. If unresolved, disputes shall be submitted to mediation or arbitration in Juristdiction. If these methods fail, disputes shall be resolved in a court of competent jurisdiction in Juristdiction.

Severability

In the event any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement, and all other provisions shall continue in full force and effect as valid and enforceable.

Waiver

The failure by either Party to exercise any right, power, or privilege under the terms of this Agreement will not be construed as a waiver of any subsequent or future exercise of that right, power, or privilege or the exercise of any other right, power, or privilege.

Remedies and Legal Fees

In the event of a dispute, the Buyer’s sole remedy for losses or damages resulting from defective Goods or any other cause will be for the purchase price of the Goods plus shipping costs. I f such a dispute results in legal action, the successful Party will be entitled to recover its legal fees, including attorneys’ fees.

Governing Law and Jurisdiction

This Agreement shall be governed by and construed under the laws of Juristdiction.

Entire Agreement

This Agreement represents the entire agreement between the Parties. Any amendments or modifications must be made in writing and signed by both Parties.

Pending
Pending

Appendix 1: Description of Goods

The following table provides the details of the goods ("Goods") to be sold under the terms of this Agreement:

Item No.

Description

Specifications

Quantity

Unit Price

Total Price

1

Goods item name

Goods item specifications

Goods item quantity

Goods item unit price

Goods item total price

2

…

…

…

…

…

3

…

…

…

…

…

Total Amount Payable: Total contract amount payable

Notes:

Delivery Location: Delivery address

Delivery Date(s): Delivery date

Special Instructions (if any): Goods special instructions]

Appendix 1 is an integral part of the Sales Contract and shall be updated only upon mutual written agreement between the Parties.

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Disclaimer: The original creator, the author of this template, and fynk GmbH are not responsible for any damages or liabilities that may result from using this template. This template should not be considered a substitute for legal advice, and consulting with a legal professional is recommended before use. fynk GmbH, the original creator, and the author do not provide legal advice and will not be held accountable for any legal consequences arising from its use.

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Sale of Goods Contract explained in simple terms

Learn everything there is about Sale of Goods Contract. What they are, who they are for and what they should contain.

What is a sale of goods contract?

A Sale of Goods Contract is a legally binding agreement between two parties, where one party (seller) agrees to sell goods to another (buyer) in exchange for money. This type of contract covers the responsibility of both seller and buyers from the beginning of the agreement to the payment methods, delivery stages, and after-sale services like warranties. Sales contracts also contain detailed descriptions of the goods such as name, the quantity being sold, and the price.

This contract also helps them to prepare solutions for common problems that may occur during the agreement. Many unforeseen things like damages or delays can happen in the process of selling and delivering goods. Writing a great sales contract for goods helps parties to have peace of mind by clearly planning out everything for a smooth exchange. This way the sellers know exactly when and how they receive the payment, and the buyers know how, when, and where the goods are delivered.

🧠 Did you Know? If you’re not using currencies in your agreement, and exchange goods for goods, or goods for services, your contract is considered as the barter agreement.

What should you include in a sale of goods contract?

1. Description of Goods 📦

The description of goods is one of the most important parts of this sales agreement. You want to be very discreet about the details. Whether it’s the product specifications, the quantity, or the expected quality, getting specific here helps prevent misunderstandings.

Make sure you include at least the following details:

  • Product code and name
  • Description and technical specifications
  • Quantity
  • Unit price
  • Total price

Since the list of goods may be exhaustive, in some cases parties add the goods’ details as a separate section as an appendix or attachment to the contract.

❗ Important: If key elements, like price or delivery terms, are missing, the contract may still be enforceable depending on the jurisdiction and the clarity of the remaining terms.

2. Delivery Terms & Process 🚚

In the delivery terms section, you define how, where, and when the delivery takes place and what happens next. It should include the following details:

  • Delivery address: physical address, warehouse location, or any other designated spot
  • Delivery time: if the delivery might happen in stages, this should be outlined as well. Don’t forget to add details like business hours for accepting deliveries.
  • Transfer of Risk: Add it if any risk exists when delivering the product. The transfer of risk could be upon shipment, delivery, or acceptance, depending on what the parties agree to.
  • Inspection and Acceptance of Goods: This clause allows buyers to have a specified time frame and method for inspecting the goods once they’re delivered. It includes how the inspections should be done (e.g., visual check, functional testing). The acceptance section formally defines how the buyer accepts the goods. For example, if the buyer finds an issue during the inspection stage, there should be steps for rejection, repair, or replacement.
  • Returns and Rejections: In case the buyer did not find the goods satisfactory for acceptance, this section helps them provide details on how returns or rejections works. For example, this may include deadlines for notifying the seller, who covers shipping costs, and if a replacement is not possible.

3. Payment Terms and Methods 💵

No sales contract is complete without payment terms. When writing this section, make sure you include not just the amount and currency, but also the method and options—by invoice, on schedule, wire transfer, with downpayment, installments, etc.

4. Warranties and Guarantees 🔒

It’s always a good idea to talk about any promises the seller is making about the goods, like guarantees on performance or product warranties for defects.

5. Termination and Cancellation ❌

Lastly, it’s important to have a plan for what happens if either side needs to back out of the deal. The termination clause should explain how to end the contract, reject goods, or go through any formal review. It helps keep things organized and reduces the chances of unnecessary conflict if something doesn’t go as planned.

6. Other Essential Clauses in a Sales Contract 📑

Here are some other useful clauses that you can add to your contracts for sales of goods:

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What about international sale of goods contracts?

Sales contracts can get a bit complex when it comes to international sales and purchasing goods. Depending on the location and rules applied, you want to clarify a few points in your contract clauses contract, including:

Governing Law and Jurisdiction ⚖️

Clearly specify which country’s laws will apply and where disputes will be resolved. Many contracts use the United Nations Convention on Contracts for the International Sale of Goods (CISG) as a common legal framework.

Example: A contract between a U.S. seller and a French buyer states that disputes will be settled under French law and handled in Paris courts. Alternatively, both parties agree to apply the CISG rules for standardized legal interpretation.

Duties, Taxes, and Import Regulations 💼

You need to mention which party handles duties, tariffs, and import fees for international sales.

Incoterms® Rules 🌐

Incoterms, or International Commercial Terms, are a standardized set of rules developed by the International Chamber of Commerce (ICC). These rules help you decide tasks like shipping costs, insurance, customs duties, and the point at which the risk of loss or damage transfers from the seller to the buyer.

Example: The parties agree to use “FOB (Free on Board)” shipping terms in which the seller covers costs until the goods are loaded on the ship, and the buyer assumes responsibility once the goods are on board.

Export Controls and Sanctions

You need to confirm compliance with export controls and trade sanctions, especially for restricted or dual-use goods.

Example: The seller confirms that the goods being sold aren’t subject to U.S. export restrictions or international sanctions lists to ensure lawful transactions.

Can you sign a contract for the sale of future goods?

Yes, you can sign a contract for the sale of future goods. Usually, for that purpose, the parties use a contract known as an Agreement to Sell—when the seller actually promises the future sale based on certain conditions.

However, if you structure the Sales Contract for Goods in a way that the transfer of ownership is set to occur in the future, it has a similar functionality of an Agreement to Sell.

What happens in case of breach of contract for sale of goods?

Depending on who breaches the contract for the sale of goods, there are usually three different scenarios to deal with, each with unique legal remedies for breach:

common legal remedies for breach of contract of sale of goods
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Common Legal Remedies of Breach in Sale of Goods Contract.

1. Breach by Seller

If the seller fails to deliver the goods as agreed or delivers them with delays or damages, the buyer can take the following actions:

  • Right to Claim Damages: The buyer can claim compensation for losses caused by the seller’s breach. For example, if the buyer had to purchase the same goods from another seller at a higher price, the seller may be required to cover the price difference.
  • Right to Reject Goods: If the goods delivered are not in accordance with the contract (e.g., incorrect quality or quantity), the buyer can reject them.
  • Right to Specific Performance: In some cases, the buyer might request that the seller fulfill the contract by delivering the specific goods agreed upon, rather than just providing a monetary remedy.

2. Breach by Buyer

If the buyer does not make payment on time or doesn’t accept the goods after the seller has fulfilled their part, the seller has several options:

  • Right to Claim Damages: The seller can sue for damages to cover any loss due to the buyer’s failure to pay or accept the goods. This could include the cost of storing the goods, loss of profit, or the costs of reselling the goods.
  • Right to Cancel the Contract: The seller may have the right to cancel the contract if the buyer has not paid or accepted the goods in a reasonable time frame.
  • Right to Reclaim Goods: In some cases, the seller can reclaim the goods if they have not been fully paid for, depending on the terms of the contract.

3. General Breach of Contract:

Sometimes, it’s impossible to hold a party responsible for breaches. If it is the case, the remedies are:

  • Specific Performance: In some cases, the court may order the breaching party to perform their obligations as per the contract.
  • Contract Cancellation or Rescission: Either party can ask to cancel the contract (rescind it) if the breach is significant enough.
  • Price Reduction: If the goods delivered are defective or not as agreed, the buyer may be entitled to a reduction in the price, rather than rejecting the goods.

Sale of goods contract template

With our comprehensive Sales Contract for Goods, you can easily draft a well-written binding contract in no time. This template has all the necessary legal clauses and details and you can easily modify it the way it works best for you.

Give it a try!

Sales Contract (Goods) screenshot

Sales Contract (Goods)

A Sale of Goods Contract is a formal agreement between a buyer and seller, where the seller agrees to transfer goods in exchange for payment. It has the following sections: parties' responsibilities, product descriptions, delivery details, and payment terms. It can also cover issues like warranties, returns, and breach of contract to make the process smoother and more predictable.

Using our sale of goods contract template, you can easily draft a fully functional and binding agreement in just a few minutes. It’s comprehensive, easy to follow, and covers all essential points when it comes to buying and selling goods.

contract

FAQs

What happens if the buyer doesn’t pay on time?
If the buyer fails to pay as agreed, the seller may have the right to terminate the contract, charge late fees, or take legal action to recover the debt.
Can a Sale of Goods Contract include a refund policy?
Yes, it’s common for a Sale of Goods Contract to include terms regarding refunds, returns, or exchanges, especially for defective or unsatisfactory goods.
What is the difference between a Sale of Goods Contract and a Supply Agreement?
A Sale of Goods Contract focuses specifically on transferring ownership of goods, while a Supply Agreement outlines ongoing delivery or provision of goods over a period of time.
Can you transfer a Sale of Goods Contract to another party?
Yes, a Sale of Goods Contract can sometimes be assigned to another party, but the seller’s consent may be required, depending on the terms.

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