Sale of Goods Agreement by EasyLegalDocs
This Sale of Goods Agreement outlines the terms and conditions for the sale and purchase of goods between a seller and a buyer. It covers key aspects such as the sale price, payment schedule, inspection and acceptance procedures, and warranties provided by the seller. The agreement also includes standard legal clauses like indemnification and governing law.
SALE OF GOODS AGREEMENT
BY AND BETWEEN: | [seller name], with an address of [seller address], hereinafter referred to as the “Seller”. |
AND: | [buyer name], with an address of [buyer address], hereinafter referred to as the “Buyer”, collectively referred to as the “Parties”. |
WHEREAS, the seller intends to sell [description of goods], hereinafter “the Goods”.
WHEREAS, the Buyer intends and agrees to buy the Goods under the terms and conditions set forth in this agreement.
THEREFORE, the parties agree as follows:
SALE OF GOODS
The Seller agrees to sell the Goods, and the Buyer agrees to buy the Goods under the conditions set herein.
SALE PRICE
The Buyer agrees to pay the full sale price as described;
The upfront cost of the Goods
Any fee associated with the sale of the Goods
The Full sale price is [sale price].
PAYMENT
The Buyer will pay the sale price through [payment method], according to the schedule below;
[amount as initial security]: Initial security
[amount due on execution]: Upon execution of the agreement
[amount due on acceptance of goods]: After inspection and acceptance of the Goods
INSPECTION AND ACCEPTANCE
Once the agreement is executed, the Buyer has 30 days to inspect the Goods and ensure it matches the description and is in up-to-date condition. That the Goods is free from any third-party interest or legal liability, rescind the agreement otherwise.
WARRANTY
The seller provides the warranty that the seller is the true owner and holds legal and lawful title to the Goods. Further, the seller warrants that the seller has the legal authority to enter into this contract.
INDEMNIFICATION
The seller indemnifies the Buyer from all claims, damages, lawsuits, and expenses by third parties that may result from the seller's breach of the agreement. The indemnification binds all the successors of the seller.
SEVERABILITY
If any particular part of this agreement is found to be invalid or unenforceable, the Agreement will become void to that extent. Except for the invalid or unenforceable part, the rest will remain in full force.
FORCE MAJEURE
Any parties to this agreement shall not be liable for any delay or nonperformance of any part of this agreement if such delay or nonperformance is a result of government actions, war, civil disorder, pandemic, or any event similar to them and is beyond the control of any of the parties or is not foreseeable.
COUNTERPART
Either party to this agreement may execute counterparts of this agreement, and such counterpart will be deemed to be an original.
GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of [jurisdiction]. Any disputes arising out of or in connection with this Agreement shall be resolved through arbitration in accordance with the rules of [jurisdiction]. The decision of the arbitrator shall be final and binding upon the parties.
The agreement will come into force on [effective date].
This is a preview. The full template is free on GitLaw.
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About this template
What is this template?
This is a commercial contract for the physical transfer of goods between two parties. It contains specific payment milestones and a right to rescind based on inspection findings, rather than a generic bill of sale.
When should you use it?
Use this document when the buyer needs to verify the condition of goods before full payment. Use a simple Bill of Sale instead for immediate, as-is transactions where no inspection period is required.
What's inside
| Clause | Name | What it does |
|---|---|---|
| SALE PRICE | Sale Price | The Buyer pays a total sale price consisting of the upfront cost and any associated sale fees. |
| PAYMENT | Payment | The Buyer pays an initial security followed by amounts due upon execution and after inspection of the Goods. |
| INSPECTION AND ACCEPTANCE | Inspection and Acceptance | The Buyer has 30 days post-execution to inspect the Goods and may rescind the agreement if they are not as described. |
| WARRANTY | Warranty | The Seller warrants they hold legal title to the Goods and possess the legal authority to enter the contract. |
| INDEMNIFICATION | Indemnification | The Seller indemnifies the Buyer against third-party claims or damages resulting from the Seller's breach of this agreement. |
| GOVERNING LAW | Governing Law | All disputes are resolved through binding arbitration according to the rules of the selected jurisdiction. |
Who it's for
- a buyer requiring a 30-day window to inspect goods before final acceptance
- a seller providing a formal warranty of legal title and authority to sell
- parties arranging a staggered payment plan including an initial security deposit
How long it runs and how it's signed
United States note
This version is drafted for US law generally. Contract, employment and consumer rules vary by state — for example on non-competes and at-will employment. Tell GitLaw which state applies and it adjusts the draft.
Frequently asked questions
A template isn't binding on its own - like any contract, it becomes binding once it's properly completed and signed. Templates in our curated library are professionally drafted for US or UK law; review any template before you sign it.
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Templates in our curated library are professionally drafted for US or UK law. The wider library comes from the GitLaw community and public sources - a solid starting point, but check any template fits your situation before you rely on it.
Mostly US and UK law. Some templates use general commercial terms that work across jurisdictions, and many note which law they're written for.
It depends on the situation. Templates work well for routine business agreements. For anything involving significant money, complex IP, employment, or areas you're unsure about, it's worth getting professional advice before you sign. GitLaw provides templates and tools, not legal advice.
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