Free Sales Agreement Forms

What Is a Sales Agreement?

A sales agreement is a legally binding contract between a seller and a buyer for the sale and transfer of tangible movable goods in exchange for payment. It documents what is being sold, the agreed price, when and how delivery will occur, what warranties the seller makes about the goods, who bears the risk if something goes wrong during shipment, and what remedies each side has if the other fails to perform. Whether the transaction is a one-time sale of equipment between two businesses, an ongoing supply relationship between a manufacturer and distributor, or a custom-made product built to a buyer's specifications, a clear sales agreement is the foundation of any commercial sale of goods.

In the United States, sales agreements for goods are governed by Article 2 of the Uniform Commercial Code, which has been adopted in some form by every state except Louisiana (which uses a similar civil-law equivalent). UCC Article 2 supplies the default rules: how a sales contract is formed, what implied warranties apply, when title passes, who bears risk of loss during shipment, and what remedies each party has if the other breaches. A written sales agreement either confirms these defaults or, more commonly, modifies them to reflect what the parties actually negotiated. Knowing which UCC defaults apply and which you want to override is the entire reason to put a sales contract in writing.

Article 2 also imposes a statute of frauds: contracts for the sale of goods worth $500 or more are generally unenforceable without a signed writing showing that a contract exists and identifying the quantity sold. This makes a written sales agreement legally necessary for most commercial transactions, not just commercially advisable. There are exceptions (specially manufactured goods, partial performance, judicial admissions, and the merchant confirmation rule), but relying on an exception is far riskier than simply documenting the deal in a short, clear writing at the start.

Sales agreements differ from many other commercial contracts because the goods themselves are physical and can be inspected, damaged, lost in transit, or fail to perform as promised. As a result, sales agreements include provisions you do not see in services contracts: detailed product specifications, packaging and labeling requirements, shipment and freight terms, inspection and acceptance procedures, allocation of risk during transit, return and exchange rights, and warranty terms specifying what the seller promises about the condition and performance of the goods after delivery.

Whether you are selling consumer products, industrial equipment, raw materials, inventory, custom-manufactured goods, or any other tangible item, our attorney-reviewed sales agreement templates give you a thorough framework that complies with UCC Article 2 and addresses the issues most sellers and buyers need to negotiate. Each template can be configured for goods sales, bulk sales, installment sales, conditional sales, and international sales under the CISG.

Sales Agreement Form Preview

Below is a preview of the major sections of a typical UCC Article 2 sales agreement. Your finished document will be fully formatted and customized for your goods, parties, and shipping arrangements.

Types of Sales Agreements

Not every sale of goods uses the same agreement structure. The right template depends on the nature of the goods, the payment arrangement, and whether the transaction crosses borders.

UCC Article 2

Article 2 of the Uniform Commercial Code is the default body of law that governs sales of goods in the United States. It supplies dozens of background rules that apply unless the parties expressly contract around them.

• Scope

  Applies to transactions in goods (tangible movable items), not services, real estate, or intangibles. Mixed contracts are typically classified by their predominant purpose.

• Statute of Frauds (§2-201)

  Contracts for goods worth $500 or more must be evidenced by a signed writing. Exceptions exist for specially manufactured goods, partial performance, and merchant confirmations.

• Battle of the Forms (§2-207)

  When buyer and seller exchange purchase orders and acknowledgments with conflicting terms, additional terms become part of the contract between merchants unless they materially alter it.

• Implied Warranties

  The warranty of merchantability (§2-314) and fitness for a particular purpose (§2-315) apply automatically to most sales by merchants unless effectively disclaimed.

• Perfect Tender Rule (§2-601)

  In a single-shipment contract, the buyer can reject goods that fail in any respect to conform to the contract — modified for installment contracts under §2-612.

• Cure (§2-508)

  A seller whose goods are rejected may have the right to cure the nonconformity by retendering conforming goods within the original contract time.

• Risk of Loss (§§2-509, 2-510)

  Risk passes from seller to buyer based on the shipment terms agreed in the contract or the UCC defaults if the parties do not specify.

• Good Faith (§1-304)

  Every contract within the UCC imposes an obligation of good faith in performance and enforcement that cannot be disclaimed.

Warranties & Disclaimers

Warranties are seller promises about the goods. UCC Article 2 creates several implied warranties automatically; sellers commonly add express warranties and try to disclaim the implied ones.

Title Transfer & Risk of Loss

When ownership transfers and who bears the risk during shipment are two of the most important questions in any sale of goods. They are governed separately by the UCC and often handled with shipping terms like Incoterms or FOB designations.

Sales Agreement vs Other Documents

How to Create a Sales Agreement

1. 1

   Identify the parties

   Full legal names and addresses of seller and buyer, and whether each is acting as a merchant.

2. 2

   Describe the goods precisely

   Quantity, model numbers, specifications, packaging, labeling, and any reference to samples or descriptions.

3. 3

   Set the price and payment terms

   Unit price, total, deposit, payment schedule, late fees, currency, and accepted payment methods.

4. 4

   Define delivery and shipment terms

   FOB or Incoterm, carrier, expected delivery date, packaging, insurance responsibility.

5. 5

   Allocate title and risk of loss

   When title passes, when risk passes, and how loss in transit is handled.

6. 6

   Spell out warranties

   Express warranties given, implied warranties disclaimed, and warranty period.

7. 7

   Address inspection and acceptance

   Right of inspection on arrival, time to reject nonconforming goods, cure rights.

8. 8

   Add remedies and limitations

   Liquidated damages, limitation of liability, exclusion of consequential damages, choice of law and forum.

9. 9

   Sign and store

   Both parties sign; the original is kept with each party's records along with shipping documentation.

Key Components

Breach & Remedies

When one party breaches a sales agreement, the UCC provides a menu of remedies for the non-breaching party. These can be modified by the contract within limits.

Sales Agreement by State

Every state except Louisiana has adopted UCC Article 2, but state-specific consumer protection laws, lien filing requirements, and tax rules still vary. Select your state to view local guidance.

Sample Sales Agreement Language

Frequently Asked Questions

Official Resources