Seller (Name), Seller (Address (one line)) (the "Seller (Reference)")
and
Buyer (Name), Buyer (Address (one line)) (the "Buyer (Reference)")
each a "Party" and together the "Parties". This contract is dated Contract date. Buyer's purchase order number, if any: Purchase order number
Goods and price
The Seller sells and the Buyer buys the goods listed in Appendix 1 (the "Goods") at the prices stated there. Appendix 1 is part of this contract. Prices are in Currency and, unless Appendix 1 says otherwise, exclude value added tax and similar taxes, which are added at the applicable rate.
Delivery
On Delivery date, Delivery method the following address: Delivery address
Delivery terms (Incoterms), if any: Delivery terms
Partial deliveries are Partial deliveries.
Special instructions, if any: Special instructions
The Seller will tell the Buyer without delay if it cannot deliver or make the Goods available on time. Unless the delivery terms say otherwise, the Party that arranges transport pays for it.
Payment
The Seller invoices the Buyer once the Goods have been delivered or collected. The Buyer pays each invoice within Payment term of the invoice date, without deduction. If the Buyer pays late, the Seller may charge interest at the rate allowed by law.
Risk and ownership
Unless the delivery terms say otherwise, the risk of loss or damage passes to the Buyer when the Goods are delivered or collected. The Goods remain the property of the Seller until the full price has been paid.
Inspection
The Buyer will inspect the Goods within Inspection period after delivery or collection and report any visible defect or shortfall to the Seller in writing within that period. Defects that could not be found on inspection must be reported in writing as soon as they are discovered.
Warranty
Warranty for the Goods: Warranty.
Where a warranty applies, the Seller warrants that the Goods match the description in Appendix 1 and are free from material defects. If the Buyer reports a defect in time, the Seller will repair or replace the Goods. If that is not possible within a reasonable time, the Buyer may ask for a reduction of the price or, for a material defect, a refund against return of the Goods. Rights that the law grants and that cannot be excluded remain unaffected.
Liability
Neither Party is liable for indirect or consequential loss, including lost profit. Each Party's total liability under this contract is limited to the total price of the Goods. These limits do not apply to damage caused intentionally or by gross negligence, to personal injury, or where the law does not allow liability to be limited.
Events outside a Party's control
Neither Party is responsible for a delay or failure caused by events outside its reasonable control, such as natural disasters, strikes, or official measures. The affected Party will inform the other Party without delay. If the event prevents performance for more than 60 days, either Party may end this contract in writing for the Goods not yet delivered.
Termination
Either Party may end this contract in writing if the other Party commits a material breach and does not remedy it within a reasonable period set in a written notice. The Buyer remains responsible for paying for Goods already delivered and kept.
Confidentiality
Each Party will keep the terms of this contract and any non-public information it receives from the other Party confidential, except where disclosure is required by law or needed to enforce this contract.
Governing law and disputes
This contract is governed by the law of Governing law. The Parties will first try to settle any dispute through good-faith negotiation. If that fails, the courts of Courts have jurisdiction.
General
This contract, including Appendix 1, is the entire agreement between the Parties on its subject. Changes must be made in writing and agreed by both Parties. If a provision is invalid, the rest of the contract remains in force. Not exercising a right does not waive it. This contract may be signed electronically.
Signed by the Parties:
Seller
NexaCloud Ltd.
Signature pending
Buyer
Signature pending
Appendix 1: Goods
The Goods sold under this contract, with quantities and prices:
USD
Item Number
Description
Quantity
Price
Subtotal
$ 0.00
Subtotal (USD)
$ 0.00
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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What a contract of sale must cover, how risk and ownership pass, how warranties and inspection work, what changes for international sales, and how to fill in this template.
Sale of goods contract
A sale of goods contract is an agreement in which a seller transfers ownership of goods to a buyer in exchange for a price. It is also called a contract of sale or sales contract. It sets out the goods, price, delivery, payment, risk, warranty and what happens if something goes wrong.
Use this template if:
You sell physical goods to another business, once or in a few deliveries
You want delivery, payment and defects settled in writing before the goods leave
You need to keep ownership until the buyer has paid
You sell across borders and want to agree Incoterms and governing law
What is a sale of goods contract?
A sale of goods contract is the agreement that transfers ownership of goods from a seller to a buyer for a price. Unlike a service agreement, it is about things: machines, stock, raw materials, equipment. It is one type of purchase agreement, the general term that also covers real estate, vehicles and businesses.
Most legal systems have default rules for sales of goods, such as the Uniform Commercial Code (UCC) Article 2 in the US, the Sale of Goods Act 1979 in the UK and §§ 433 ff. BGB in Germany. These rules apply when the contract is silent, and they do not always suit the seller or the buyer. A written contract lets both sides decide the points that matter instead.
If you exchange goods for goods or services rather than money, the deal is a barter agreement, not a sale.
Send the contract of sale and get it signed online.
Seller and buyer, with addresses, and the buyer’s purchase order number if there is one
Opening block
Goods and price
Name, description, quantity, unit price and total for each item, and the currency
Appendix 1 (goods table), Goods and price
Delivery
Date, address, delivery or collection, Incoterms, partial deliveries
Delivery
Payment
When the seller invoices and how long the buyer has to pay
Payment
Risk and ownership
When the risk of loss passes, and that the seller keeps ownership until paid
Risk and ownership
Inspection
How long the buyer has to check the goods and report defects
Inspection
Warranty
12 months, 6 months or none, and the buyer’s remedies
Warranty
Liability
Cap and exclusion of indirect loss
Liability
Force majeure and termination
What happens if an event or a breach stops the sale
Events outside a Party’s control, Termination
Law and courts
Governing law and the courts for disputes
Governing law and disputes
Missing price or delivery terms? A contract can still be enforceable when key terms are left out, because the default sales rules fill the gaps. That is rarely what either side wants, so write them down.
When risk and ownership pass
Risk and ownership are two different things, and they usually pass at different moments. In this template, the risk of loss or damage passes to the buyer when the goods are delivered or collected. Ownership passes only once the full price has been paid.
Keeping ownership until payment is called retention of title. If the buyer does not pay or becomes insolvent, the seller can reclaim the goods instead of joining the queue of creditors. In some countries, such as the US under UCC Article 9, a retention of title only protects the seller against third parties if it is registered as a security interest.
If you agree Incoterms, they decide when risk passes and who pays for transport and insurance. The template lets Incoterms override its default delivery rules.
Inspection and warranty
The buyer should check the goods quickly and report defects in writing. The template asks you to set an inspection period, for example 7 days. Visible defects must be reported within it. Hidden defects must be reported as soon as they are found.
Between businesses this matters: under § 377 HGB in Germany, a buyer that does not inspect and complain promptly loses most of its rights for visible defects. US law under UCC § 2-607 has a similar “reasonable time” rule.
For the warranty, you choose one of three options:
Option
What it means
Good for
12 months from delivery
The seller repairs or replaces defective goods, or reduces the price or refunds
New goods, standard B2B sales
6 months from delivery
Same remedies, shorter period
Consumables, lower-value goods
None, sold as is
No contractual warranty, as far as the law allows
Used goods, clearance stock
Selling “as is” does not remove rights the law grants and that cannot be excluded. Consumer sales in the EU and UK always carry a statutory guarantee, and in the US an “as is” disclaimer must be clear and visible.
International sales: CISG, Incoterms and duties
International sales add three questions: which law applies, who carries transport risk, and who pays duties.
Governing law. The UN Convention on Contracts for the International Sale of Goods (CISG) applies automatically to many cross-border sales between businesses in its member states, unless the contract excludes it. Name the governing law in the template either way.
Incoterms. The International Chamber of Commerce Incoterms rules, such as FOB, CIF or DAP, define who arranges and pays for transport, insurance and customs, and when risk passes. Enter the rule and place, for example “FCA Hamburg, Incoterms 2020”.
Duties and export rules. Agree who pays import duties, and check export controls and sanctions for restricted goods before you sign.
What happens if one side breaches the contract?
The remedies depend on who breaches. The template covers the usual cases: repair, replacement, price reduction or refund for defects, interest for late payment, and termination after a material breach that is not remedied.
If the seller breaches (late, wrong or defective goods): the buyer can ask for delivery, repair or replacement, reduce the price, claim damages, or end the contract for a material breach.
If the buyer breaches (no payment or no acceptance): the seller can charge interest, claim damages, reclaim goods it still owns, or end the contract.
Events outside either party’s control: neither side is liable, and either may end the contract if the event lasts more than 60 days.
How to fill in and sign the contract in fynk
Fill in the fields. Your company is already set as the seller. Add the buyer, the goods in the table, the delivery date and address, and choose the warranty, payment and inspection periods.
Send it for signature. The buyer reviews the contract online without a fynk account and signs with an electronic signature.
Track deadlines. Set reminders for the delivery date, the payment due date and the end of the warranty period.
Before the contract, many sellers send a sales quote. For regular deliveries over a longer period, a wholesale agreement or a framework agreement with individual purchase orders fits better.
A contract of sale is an agreement in which a seller transfers ownership of goods to a buyer for a price. It is the same as a sale of goods contract or sales contract and usually covers the goods, price, delivery, payment, risk, warranty and remedies.
In a contract of sale, ownership passes when the contract says, often at once or on payment. In an agreement to sell, ownership passes at a future time or once conditions are met, for example for goods not yet produced. This template keeps ownership with the seller until the price is paid.
The seller can charge interest at the rate the law allows, claim damages and, after a written notice that is ignored, end the contract. Because the seller keeps ownership until payment, it can also reclaim the goods.
Yes, between businesses you can exclude a contractual warranty, and the template offers this as an option. You cannot exclude rights that the law makes mandatory, and consumer sales in the EU and UK always carry a statutory guarantee.
A sale of goods contract usually covers one sale or a few deliveries. A supply agreement sets the terms for repeated deliveries over a longer period, with individual orders placed under it.
Not always. In the US, contracts for goods of 500 dollars or more generally need a signed writing under UCC § 2-201. Elsewhere oral sales are often valid, but a signed contract is the only practical proof of the agreed terms. Electronic signatures count as signed writing.
