Adam Frankel
General Counsel · Technology & AI
15+ years as General Counsel to technology, cloud & AI companies
Sale of Goods Agreement (US) by OCS
A B2B agreement for the sale and purchase of goods under US law, with selectable options for warranty disclaimers, liability limits, governing law, and jury trial waiver to match the governing state.
SALE OF GOODS AGREEMENT
This Sale of Goods Agreement (this "Agreement") is entered into as of [effective date] (the "Effective Date") by and between [seller legal name], a [seller state of formation] [seller entity type] with its principal place of business at [seller address], together with its affiliates (collectively, "Seller"), and [buyer legal name], a [buyer state of formation] [buyer entity type] with its principal place of business at [buyer address], together with its affiliates (collectively, "Buyer"). Seller and Buyer are referred to individually as a "Party" and together as the "Parties."
WHEREAS, Seller is in the business of selling [description of goods category];
WHEREAS, Buyer wishes to purchase, and Seller wishes to sell, the goods described in Exhibit A on the terms set out below; and
NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants, and agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:
1. ORDER OF DOCUMENTS
1.1 Key Commercial Terms. The commercial terms for this transaction are set out in Exhibit A (Key Commercial Terms).
1.2 Order of Priority. In the event of a conflict, the following order of priority applies: (a) Exhibit A; (b) the body of this Agreement; (c) any purchase order, invoice, order acknowledgment, or similar document exchanged by the Parties.
1.3 No Other Terms. Any additional or different terms in a purchase order, invoice, order acknowledgment, or similar document are rejected unless both Parties expressly agree to them in a writing signed by both Parties.
Note: This 'no other terms' clause is designed to short-circuit the UCC Section 2-207 'battle of the forms' problem, where the Parties exchange standard forms whose preprinted terms conflict. Without this clause, additional terms in a buyer's purchase order can become part of the contract by default unless they materially alter the agreement. For SMEs that exchange standard forms regularly, this is one of the most useful operational protections in the agreement.
2. SALE AND PURCHASE OF GOODS
2.1 Goods. Subject to this Agreement, Seller will sell, and Buyer will purchase, the goods described in Exhibit A in the quantities and at the prices set out therein (the "Goods").
2.2 Specifications and Changes. If the Goods must meet written specifications, those specifications are listed in Exhibit A. Any change to the specifications, quantities, or delivery dates must be agreed in a writing signed by both Parties.
2.3 Quantity Tolerance. If Seller delivers a quantity of Goods that varies from the quantity in Exhibit A by no more than [quantity tolerance percentage, e.g., 5]%, Buyer will not object to or reject the Goods on that basis and will pay for the quantity actually delivered, adjusted pro rata.
This is a preview. The full template is free on GitLaw.
About this template
What is this template?
This is a domestic B2B sale of goods contract. It is not a master services agreement or a consumer sales contract. It contains specific sections for quantity tolerance and a dedicated exhibit for commercial variables.
When should you use it?
Use this when selling or purchasing physical inventory or manufactured products within the USA. Use a Master Services Agreement instead if the primary deliverable is labor or professional services.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 1.2 | Order of Priority | Establishes that Exhibit A takes precedence over the body of the agreement and any subsequent purchase orders or invoices. |
| 2.3 | Quantity Tolerance | Permits delivery variances up to a [quantity tolerance percentage]% without allowing the Buyer to reject the Goods. |
| 4.2 | Payment Terms | Obliges the Buyer to pay undisputed amounts within [payment terms] days of the invoice date via wire transfer. |
| 4.4 | Late Payment Interest | Accrues interest on late payments at the lower of [late payment rate]% per month or the maximum rate permitted by law. |
| 7.1 | Inspection Period | Requires the Buyer to inspect delivered items and notify the Seller of nonconformities within [inspection period] business days. |
| 9.1 | Limited Warranty | Warrants that the Goods will conform to specifications for [warranty period] from the date of tender of delivery. |
| 11.2 | Liability Cap | Limits each party's cumulative liability to amounts paid for the Goods during the [cap lookback period] before the claim. |
| 15.1 | Force Majeure | Allows termination of the agreement without liability if a performance failure caused by events like pandemics exceeds [force majeure termination period] days. |
Who it's for
- a US manufacturer selling goods to another business entity
- a business purchasing fungible or made-to-order goods with specific quantity tolerances
- parties requiring flexible governing law options between New York, California, Texas, or Delaware
- sellers wishing to disclaim implied warranties of merchantability and fitness under the UCC
How long it runs and how it's signed
How long
Runs until the work is done
Survives the end
Title and Risk of Loss, Limited Warranty, Disclaimer, Limitation of Liability, Indemnification, Confidentiality, Governing Law, Jurisdiction, Waiver of Jury Trial
Signed by
Seller, Buyer
Witness
Not required
Notarisation
Not required
Also needed
complete Exhibit A before execution
Law it's drafted under
Refers to
UCC Section 2-207
Refers to
UCC Section 2-316(2)
Refers to
Electronic Signatures in Global and National Commerce Act
Governed by
New York Electronic Signatures and Records Act
Governed by
California Code of Civil Procedure Sections 638-645.1
Refers to
United Nations Convention on Contracts for the International Sale of Goods
Jurisdiction
General (US)
Document info
GitLaw document. Document created on Wed Sep 9th, 2026. Last updated on Wed Sep 9th, 2026.
This document is public
Licensed under CC BY 4.0 (Attribution).
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