Your Sales Agreement

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Sales Agreement

THIS SALES AGREEMENT (the "Agreement") dated this ________ day of ________________, ________

BETWEEN:

______________ of ________________________________________________
( the "Seller")

OF THE FIRST PART

- AND -

______________ of _________________________________________________
( the "Buyer")

OF THE SECOND PART

IN CONSIDERATION OF THE COVENANTS and agreements contained in this Sales Agreement the parties to this Agreement agree as follows:

Sale of Goods
The Seller will sell, transfer and deliver to the Buyer the following goods on or before _____ day of _____________, 20____ (the "Goods"):
Purchase Price
The Buyer will accept the Goods and pay for the Goods with the sum of $________________________ (USD) (the "Purchase Price"), paid by cash as required in clause 5 of this Agreement.
The Seller and the Buyer both acknowledge the sufficiency of this consideration. In addition to the Purchase Price specified in this Agreement, the amount of any present or future use, excise, or similar tax applicable to the sale of the Goods will be paid by the Buyer, or alternatively, the Buyer will provide the Seller with a tax exemption certificate acceptable to the applicable taxing authorities.
The Purchase Price is inclusive of sales tax, and is payable by the Buyer unless the Buyer provides the Seller with a tax exemption certificate acceptable to the applicable taxing authorities, in which case the amount of sales tax will be subtracted from the Purchase Price payable by the Buyer.
Payment
The Buyer will make payment for the Goods at the time when, and at the place where, the Goods are received by the Buyer or, in the alternative, when any document of title or registrable bill of sale, bearing any necessary endorsement, is tendered to the Buyer.
Delivery of Goods
The Goods will be deemed received by the Buyer when delivered to the Buyer at _________________________________________________ The method of shipment will be within the discretion of the Buyer. However, the Seller will only be responsible for the lesser of truck freight or rail freight to the Buyer.
Risk of Loss
Risk of loss will be on the Buyer from the time of delivery to the carrier. The Buyer will provide, at its expense, insurance on the Goods insuring the Seller's and the Buyer's interest as they appear, until payment in full to the Seller.
Warranties
THE GOODS ARE SOLD 'AS IS' AND THE SELLER EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The Seller does not assume, or authorize any other person to assume on the behalf of the Seller, any liability in connection with the sale of the Goods. The Seller's above disclaimer of warranties does not, in any way, affect the terms of any applicable warranties from the manufacturer of the Goods.
The Buyer has been given the opportunity to inspect the Goods or to have it inspected and the Buyer has accepted the Goods in its existing condition. Further, the Seller disclaims any warranty as to the condition of the Goods.
Title
Title to the Goods will remain with the Seller until delivery and actual receipt of the Goods by the Buyer or, in the alternative, the Seller delivers a document of title or registrable bill of sale of the Goods, bearing any necessary endorsement, to the Buyer.
Security Interest
The Seller retains a security interest in the Goods until paid in full.
Inspection
Inspection will be made by the Buyer at the time and place of delivery.
Any refund will not include costs of delivery or installation/de-installation. Those costs will be borne by the Buyer.
Claims
The Buyer's failure to give notice of any claim within 10 days from the date of delivery will constitute an unqualified acceptance of the Goods and a waiver by the Buyer of all claims with respect to the Goods.
Excuse for Delay or Failure to Perform
The Seller will not be liable in any way for any delay, non-delivery or default in shipment due to labor disputes, transportation shortage, delays in receipt of material, priorities, fires, accidents and other causes beyond the control of the Seller or its suppliers. If the Seller, in its sole judgment, will be prevented directly or indirectly, on account of any cause beyond its control, from delivering the Goods at the time specified or within one month after the date of this Agreement, then the Seller will have the right to terminate this Agreement by notice in writing to the Buyer, which notice will be accompanied by full refund of all sums paid by the Buyer pursuant to this Agreement. In all other cases, if the Seller fails to deliver the Goods to the Buyer within the time and manner specified in this Agreement, the Buyer may provide written notice of the default to the Seller. If within seven (7) days of the notice being received, or within such other time period as agreed to by the parties, the default is not corrected, the Buyer may immediately terminate this Agreement.
Remedies
The Buyer's exclusive remedy and the Seller's limit of liability for any and all losses or damages resulting from defective goods or from any other cause will be for the Purchase Price of the particular delivery with respect to which losses or damages are claimed, plus any transportation charges actually paid by the Buyer.
Cancellation
The Seller reserves the right to cancel this Agreement:
1. if the Buyer fails to pay for any shipment when due;
2. in the event of the Buyer's insolvency or bankruptcy; or
3. if the Seller deems that its prospect of payment is impaired.
Notices
Any notice to be given or document to be delivered to either the Seller or Buyer pursuant to this Agreement will be sufficient if delivered personally or sent by prepaid registered mail to the address specified below. Any written notice or delivery of documents will have been given, made and received on the day of delivery if delivered personally, or on the third (3rd) consecutive business day next following the date of mailing if sent by prepaid registered mail:

SELLER:
- ______________ of ________________________________________________
BUYER:
- ______________ of _________________________________________________
General Provisions
Headings are inserted for convenience only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
All representations and warranties of the Seller contained in this Agreement will survive the closing of this Agreement.
The Buyer may not assign its right or delegate its performance under this Agreement without the prior written consent of the Seller, and any attempted assignment or delegation without such consent will be void. An assignment would change the duty imposed by this Agreement, would increase the burden or risk involved and would impair the chance of obtaining performance or payment.
This Agreement cannot be modified in any way except in writing signed by all the parties to this Agreement.
This Agreement will be governed by and construed in accordance with the laws of the State of Ohio, including the Ohio Uniform Commercial Code and the Seller and the Buyer hereby attorn to the jurisdiction of the Courts of the State of Ohio.
Except where otherwise stated in this Agreement, all terms employed in this Agreement will have the same definition as set forth in the Uniform Commercial Code in effect in the State of Ohio on the date of execution of this Agreement.
If any clause of this Agreement is held unconscionable by any court of competent jurisdiction, arbitration panel or other official finder of fact, the clause will be deleted from this Agreement and the balance of this Agreement will remain in full force and effect.
This Agreement will inure to the benefit of and be binding upon the Seller and the Buyer and their respective successors and assigns.
This Agreement may be executed in counterparts. Facsimile signatures are binding and are considered to be original signatures.
Time is of the essence in this Agreement.
This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise. The Buyer acknowledges that it has not relied upon any representations of the Seller as to prospective performance of the Goods, but has relied upon its own inspection and investigation of the subject matter.

IN WITNESS WHEREOF the parties have executed this Sales Agreement on this ________ day of ________________, ________.

______________________________ (Witness)	______________________________ ______________ (Seller)

______________________________ (Witness)	______________________________ ______________ (Buyer)

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Last updated December 6, 2022

Written by

Zack Dean

Zack Dean, BComm

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What is a Sales Agreement?

A Sales Agreement is a legally binding contract between a buyer and a seller to outline the terms of a transaction. Either the buyer or seller can create a Sales Agreement to document the transaction.

A Sales Agreement outlines:

Details about each party
The exchange of goods or services
Price and payment details
Delivery details
Liability and warranty

A Sales Agreement is also known as a sales contract or sale of goods contract.

Need a Sales Agreement in Spanish?

Use our Contrato de Compraventa.

Why is a Sales Agreement important?

A Sales Agreement is crucial because it contains all the most vital details about a transaction. The contract gives the buyer and seller something to reference if they're ever unsure about the terms of their agreement.

Having these details spelled out helps prevent miscommunication between the buyer and seller. It's particularly important if a business is dealing with a regular customer. The business wouldn't want to damage that relationship.

More formal Sales Agreements will also have dispute resolutions that outline whether a conflict will go to mediation or arbitration. LawDepot's Sales Agreement gives you this option.

Finally, the document provides the buyer and seller with legal protection. If the buyer doesn’t pay for the goods or services or the seller doesn’t uphold their end of the agreement, the Sales Agreement is evidence that can help the wronged party in court.

When can I use a Sales Agreement?

You can use a Sales Agreement when you’re selling or purchasing:

Goods: physical items or possessions (e.g., animals, exercise equipment, household appliances, vehicles, etc.).
Services: duties performed for compensation (e.g., painting a house). We recommend using LawDepot's Service Agreement if services are the only thing being provided.
Goods and Services: the purchase of a physical item and supplying aid (e.g., a dishwasher and installing the dishwasher).

Use the Sales Agreement to specify the number of items or services being exchanged in the transaction and clearly describe the items or tasks the seller is performing.

If you’re looking to sell or purchase real estate, a Real Estate Purchase Agreement should be used instead. Similarly, if you are buying or selling a business, you should use a Purchase of Business Agreement.

What's the difference between a Bill of Sale and a Sales Agreement?

While a Bill of Sale and a Sales Agreement provide many of the same details about a transaction, they serve very different purposes.

The parties create a Sales Agreement before completing a transaction. It outlines the terms that both parties need to meet for the transaction to go through, such as details about payment plans and warranties.

A Bill of Sale is created after the parties reach an agreement. It’s a receipt that acts as evidence that an item’s ownership has transferred from one party to another. A Bill of Sale is often one part of the Sales Agreement.

How do I write a Sales Agreement?

You can easily create a Sales Agreement by filling out LawDepot's questionnaire. Using our template will ensure you complete the necessary steps:

1. Specify your location

Start your Sales Agreement by specifying in which state the transaction is taking place. States may have different laws; LawDepot will ensure your agreement is valid in your location.

2. Provide the buyer’s and seller’s information

Include the buyer's and seller's full names and addresses (e.g., street, city, and ZIP code).

3. Describe the goods and services

Provide a detailed description of the goods and services the seller is providing.

For example, if they’re selling a vehicle, provide the make, model, year, color, and VIN. If they’re providing a service, give a breakdown of every duty they’re performing.

4. State the price and deposit details (if applicable)

Be sure to include the price of the goods and services in your Sales Agreement. If a deposit is also part of the agreement, state how much it is, when the buyer will pay it, and whether they’ll get the deposit back if the transaction isn’t completed.

A deposit is a sum of money that a seller receives from a buyer as security that they'll follow through with the Sales Agreement's terms. If the buyer purchases an item, the deposit goes towards the purchase price. A deposit is either refundable or non-refundable. That means the deposit is returned to the buyer or kept by the seller if the deal does not go through.

5. Outline payment details

Outline how the buyer will pay the seller for the goods or services. The payment can either be a lump sum or made in installments.

If the buyer is paying in installments, include whether it will be a regular payment schedule or when certain milestones are hit (common when services are provided). For example, if the seller is painting the entire interior of the buyer’s house, they might require a specific sum of money after each section of the house (e.g., bedrooms, living room, and basement) is complete.

Payment can come in the form of:

Cash
Certified check
Promissory note
Bank draft
PayPal
Email transfer

Also, if the seller is charging the buyer a penalty for late payments, include the interest rate percentage that will act as a penalty.

6. Provide delivery terms

You can include terms regarding where the seller will deliver the goods. The delivery can be at the buyer's address, the seller's address, or another specified location. The buyer can compensate the seller after receiving the goods, the seller has shipped them, or a Bill of Sale has been drafted.

7. Include liability details

Liability addresses the goods' risk of loss or damage and determines who is responsible for the item at each point of the transaction.

Use the Sales Agreement to specify when the seller is no longer liable for lost or damaged goods. The buyer usually takes over responsibility when the seller delivers the goods to the shipping carrier or when the buyer receives the goods.

8. State if there’s a warranty on the goods

The seller can either include a warranty on the goods or transfer them to the buyer “as is.”

A warranty is a written guarantee from the seller to the buyer about the quality and condition of the goods.

Here are some of the guarantees a seller can make regarding an item:

The goods are fit for their intended use (e.g., the dishwasher effectively washes the dishes).
They own it (e.g., the seller purchased the car from a dealership).
The item has no claims or loans against it (e.g., there are no outstanding liens or payments on the item).
The item does not infringe on patents or trademarks (e.g., the seller's invention is not a replica of someone else's patented design).

An item is sold "as is" when a seller offers no warranties and the buyer agrees to take ownership of an item regardless of any known or unknown flaws. This condition only works if the seller hasn't purposely hidden any defects.

9. Provide a dispute resolution (if applicable)

The buyer and seller can include a dispute resolution in their Sales Agreement if necessary. They can either go to mediation, arbitration, or start with mediation and then go to arbitration if mediation is unsuccessful.

Mediation consists of a neutral third-party mediator who attempts to facilitate an agreement between the parties but will not decide on any issues. The results of mediation are non-binding.

However, arbitration is binding. It consists of a neutral third-party arbitrator who will resolve the dispute by making a binding decision on the parties’ behalf.

10. Sign the agreement

There is space at the bottom of the document for the buyer and seller to sign the agreement. If you know the date the Sales Agreement will be signed, include it in the contract as well. Once the document is signed, the transaction is official.