Documents / Business
Sales Agreement
Document the sale of goods between businesses or individuals — price, delivery, inspection, warranties, and title.
Time
~8 min
Questions
20
Steps
5
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PDF · Word
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What we will cover
- 01
The Parties
- 02
The Goods & Price
- 03
Delivery
- 04
Payment Terms
- 05
Warranties & Legal
- 06
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About this document
A sales agreement documents a transaction in goods between two businesses or individuals: what is being sold, for how much, when and where it is delivered, who pays for shipping, what happens on inspection, and what warranties come with it. It matters most when delivery is not simultaneous with payment — deposits, installments, custom orders, or freight all create a gap where written terms do the work.
Sales of goods are governed by Article 2 of the Uniform Commercial Code, adopted in some form by nearly every state. The UCC supplies default terms whether you like them or not, including an implied warranty of merchantability that you must disclaim clearly and conspicuously if you want an as-is sale. It also imposes a statute of frauds: contracts for goods above a modest dollar threshold set by state law generally have to be in writing to be enforceable. Delivery terms matter just as much, since they decide who absorbs the loss if a shipment is damaged in transit.
Common questions
What is the difference between a sales agreement and a bill of sale?+
A bill of sale is a receipt for a completed transfer — it records that ownership changed hands on a given date. A sales agreement is a forward-looking contract that governs a sale still to be performed: delivery dates, payment terms, inspection rights, and remedies if either side falls short. Larger or staged transactions often use both, with the bill of sale issued at closing.
Who bears the risk if goods are damaged during shipping?+
It depends on the delivery term you choose. If the seller delivers to the buyer's location, risk normally stays with the seller until the goods arrive. If the buyer picks up, or the seller ships FOB shipping point, risk passes earlier — often when the goods are handed to the carrier. Whoever carries the risk should be the one insuring the shipment.
Does a sales agreement have to be in writing?+
For goods above a threshold amount set by your state's UCC, generally yes — an oral deal above that line is usually unenforceable, with narrow exceptions for goods already accepted or specially manufactured. Even below the threshold, a written agreement is what proves quantity, price, and condition if the deal sours.
General information, not legal advice — laws vary by state and change over time.
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