Sales agreement template

When you need a written sales agreement

For larger sales, the law may require one. Under section 2-201 of the Uniform Commercial Code, a contract to sell goods for $500 or more generally isn't enforceable unless there's a writing signed by the party it's being enforced against, with some exceptions. Beyond that rule, a written agreement settles what goes wrong most often: a deposit with no deadline for the balance, a delivery date nobody wrote down, and a buyer who thought "used" meant "works perfectly".

A sales agreement comes before the handover and sets the terms. A bill of sale is the receipt at the handover that transfers ownership. For a one-time private sale of a single item, a general bill of sale may be all you need; vehicles and boats have their own forms.

What the template covers

• The goods: description, quantity, condition and any serial numbers.
• Price and payment: the total, a deposit on signing, when the balance is due and how it's paid.
• Delivery: pickup or delivery, the date and place, and who pays the transport.
• Title and risk: ownership passes when the buyer pays in full; risk passes when the goods are handed over.
• Inspection: a short window for the buyer to check the goods and reject anything that doesn't match.
• Warranty or as-is: the seller's own warranty if any, and a clear disclaimer of implied warranties otherwise.
• The seller's promises: it owns the goods, they're free of liens, and it has the right to sell them.
• If either side backs out: what happens to the deposit, and a cap on liability.

Warranties and selling as is

When a merchant sells goods it deals in, the law adds an implied warranty that they're fit for their ordinary purpose, called merchantability. A seller can disclaim it, but the UCC says the disclaimer must mention merchantability and, in writing, be conspicuous. That's why section 6 of the template uses capital letters. Consumer sales have extra rules: federal law limits disclaimers when the seller gives a written warranty, and some states restrict as-is sales of consumer goods.

Mistakes that cause disputes

• Describing the goods loosely. "Commercial oven" isn't enough; include make, model, serial number and condition.
• Handing over goods before full payment without keeping ownership until the money arrives.
• No inspection deadline. Without one, the buyer could reject goods months later.
• A small-print as-is clause. If it isn't conspicuous, it may not work.
• Silence on the deposit. Say whether it's refundable and when.

How to send it with SignMaster

1. 1

   Open the agreement

   Choose Use this template. It opens in SignMaster with the buyer signing first and the seller second.

2. 2

   Describe the goods and price

   Fill in the gray blanks: description and condition, quantity, price, deposit, balance date, delivery details and your warranty, or leave the warranty blank to sell as is. If you have photos or a spec sheet, add the PDF to the same envelope.

3. 3

   Have the buyer complete their part

   The buyer adds their delivery address and phone, ticks that they've read the warranty section, and signs on their phone or computer. If they're standing in your shop or yard, use in-person signing on your tablet.

4. 4

   Countersign and arrange delivery

   When the buyer has signed, you sign as the seller. Both receive the signed PDF with its certificate of completion, and the delivery date in section 3 is now in writing for both of you.

Selling to many buyers

Dealers and wholesalers often sell the same kind of goods to many buyers, with only the item, quantity and price changing. Build the list in a spreadsheet with columns named after the gray blanks, such as Goods description, Total price and Delivery date, and bulk send creates one agreement per buyer. From Excel, save it as CSV UTF-8 first.