Ultimate Guide to Crafting a Sales Contract: Essential Terms and Best Practices
This Sales Contract template facilitates the agreement between a Seller and a Customer for the purchase and sale of goods. It details the description and pricing of the goods, payment terms, delivery arrangements, and standard legal clauses such as warranties, risk and title transfer, and termination provisions.
SALES CONTRACT
This Sales Contract (the "Contract") is made and effective [effective date],
BETWEEN: | [seller name], with with an address of [seller address] [hereinafter referred to as the "seller"] |
AND: | [customer name], with its primary place of business located at [customer address] [hereinafter referred to as the "customer"]. Collectively, the Seller and Customer shall be referred to as the "Parties." |
DESCRIPTION OF GOODS AND PRICING
The Seller agrees to sell, and the Customer agrees to purchase, the goods described below ("Goods"):
Description of Goods | Quantity | Unit Price | Total Price |
[good 1] | [quantity] | [unit] | [total price] |
[good 2] | [quantity] | [unit] | [total price] |
[good 3] | [quantity] | [unit] | [total price] |
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PAYMENT TERMS
The total purchase price for the Goods shall be [amount]. An invoice will be provided by the Seller upon delivery of the Goods. Payment of the invoice is due in full within thirty days from the invoice date. Late payments will incur a penalty fee of five percent of the outstanding balance.
DELIVERY AND SHIPPING
The Goods shall be delivered to ["delivery location"]. The method of shipping shall be determined by [shipping method], and the costs shall be borne by [describe the party who should be borne by].
WARRANTIES
Except as explicitly stated in this Contract, the Goods are sold "as is." No additional warranties, whether express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose, shall apply.
INSPECTION
The Customer acknowledges that it has had the opportunity to inspect the Goods and relies solely on its own inspection and assessment.
RISK AND TITLE
Risk of loss or damage to the Goods shall remain with the Seller until delivery at the Delivery Location. Title to the Goods shall transfer to the Customer upon delivery at the Delivery Location.
FORCE MAJEURE AND LIMITATION OF LIABILITY
The Seller shall not be liable for any delay or failure to deliver the Goods due to circumstances beyond its reasonable control, including but not limited to labor disputes, transportation shortages, or acts of God. In no event shall the Seller be liable for indirect, special, consequential, or punitive damages.
TERMINATION
Either Party may terminate this Contract by providing written notice [days] days in advance.
GOVERNING LAW
This Contract shall be governed by the laws of [country/state].
AMENDMENTS
Any amendments to this Contract must be in writing and signed by both Parties.
SEVERABILITY
If any provision of this Contract is found to be unenforceable, the remaining provisions shall remain in effect.
ENTIRE AGREEMENT
This Contract constitutes the entire understanding between the Parties and supersedes all prior oral agreements or understandings between the Parties relating to the Goods.
FORCE MAJEURE
The Seller shall not be liable for any failure to perform due to unforeseen circumstances or causes beyond reasonable control.
SIGNATURES
By signing below, the Parties agree to all terms and conditions outlined in this Contract.
SELLER | CUSTOMER |
[signature] | [signature] |
[print name] | [print name] |
[date of signature] | [date of signature] |
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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.
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