What is a sales agreement and when do I need one?

A U.S. sales agreement is a legally binding contract between a buyer and a seller that sets out the terms of a transaction for goods or services. You need one whenever American buyers or sellers deal in products, equipment, inventory, or business assets where the value or complexity of the deal warrants written terms covering price, delivery, warranties, and remedies.

What is the difference between a sales agreement and a purchase order?

A purchase order is a one-sided document issued by the buyer requesting specific goods at stated prices. It becomes a contract only when the seller accepts it. A U.S. sales agreement is a bilateral contract negotiated and signed by both American parties, typically covering more detailed terms such as warranties, liability limits, inspection rights, and dispute resolution. For high-value or complex transactions, a sales agreement provides stronger legal protection.

Does the UCC apply to my sales agreement?

If the transaction involves the sale of goods (tangible, movable items), Article 2 of the Uniform Commercial Code applies in all 50 US states. The UCC fills in default rules for warranties, risk of loss, and remedies when the contract is silent. For sales of services, real estate, or intellectual property, common law contract principles apply instead.

What warranties should I include in a sales agreement?

Common U.S. warranty options include an express warranty where the seller guarantees specific qualities or performance, an implied warranty of merchantability meaning the goods are fit for ordinary use, and an implied warranty of fitness for a particular purpose. American sellers can also disclaim implied warranties by selling goods "as-is," but the disclaimer must be conspicuous and clearly written to be enforceable under the UCC.

Can I sell goods "as-is" without any warranty?

Yes. Under the UCC, a U.S. seller may disclaim implied warranties by using clear, conspicuous language such as "as-is" or "with all faults." The disclaimer must be in writing and prominently displayed. Some American states impose additional consumer protection requirements that limit as-is disclaimers for retail consumer sales, so check your state's rules if the buyer is a consumer rather than a business.

What happens if the buyer does not pay on time?

If the U.S. buyer fails to pay by the due date, the seller's remedies depend on what the agreement specifies. Common American remedies include charging interest on overdue amounts, withholding delivery of remaining goods, reclaiming goods already delivered in certain circumstances, or terminating the contract entirely. Including a clear late payment clause with a defined interest rate strengthens the seller's position.

Do I need a sales agreement for services or only for goods?

While the term "sales agreement" most commonly refers to the sale of goods, you can use a similar U.S. contract structure for service transactions. When the agreement covers both goods and services, American courts apply the "predominant purpose" test to determine whether the UCC or common law governs. If the primary purpose is delivering goods, the UCC applies; if it is providing services, common law applies.

Does a sales agreement need to be notarized?

No. In the United States, notarization is not required for a sales agreement to be legally binding. A written agreement signed by both parties with clear terms is sufficient. Under the UCC Statute of Frauds, contracts for the sale of goods worth $500 or more must be in writing to be enforceable, but notarization is still not required.

Legal & BusinessUnited States

Free Sales Agreement Template

A professionally structured sales agreement for US businesses buying or selling goods and services. Fill in your details, customize the terms, and download a professional PDF in minutes.

Create Your Sales Agreement

Free to useInstant PDFNo account required

PDF (free) + editable Word (.docx) with Expert

SALES AGREEMENT

Agreement For The Sale And Purchase Of Goods · Governed By The Law Of The State Of California

SELLER

Global Manufacturing Inc.

8200 Industrial Parkway, Suite 300, Sacramento, CA 95814

BUYER

Pacific Coast Distributors, LLC

1500 Harbor Boulevard, Long Beach, CA 90802

Sale Date: April 15, 2026

Total: 120,000.00 USD

Governing State: California

PARTIES AND GOVERNING FRAMEWORK

This Sales Agreement (this "Agreement") is entered into as of April 15, 2026 by and between Global Manufacturing Inc., of 8200 Industrial Parkway, Suite 300, Sacramento, CA 95814 (tel. (916) 555-0420; email sales@globalmfg.com; Tax ID 36-4829173) ("Seller"), and Pacific Coast Distributors, LLC, of 1500 Harbor Boulevard, Long Beach, CA 90802 (tel. (562) 555-0195; email purchasing@paccoast.com) ("Buyer"). Seller and Buyer may be referred to individually as a "Party" and collectively as the "Parties."

This Agreement is intended to satisfy the writing requirement of UCC §2-201 (statute of frauds; $500 threshold) applicable to a contract for the sale of goods for a price of $500 or more, and shall be governed by and interpreted in accordance with Article 2 of the Uniform Commercial Code as adopted in the State of California (Cal. Com. Code §2201). To the extent the transaction is characterized as a lease rather than a sale of goods, UCC Article 2A shall apply. Where the Parties' places of business are in different countries that are contracting states of the United Nations Convention on Contracts for the International Sale of Goods (CISG), the Parties expressly opt out of the CISG and agree that Article 2 of the Uniform Commercial Code as adopted in the State of California governs.

GOODS

Seller agrees to sell, transfer, and deliver to Buyer, and Buyer agrees to purchase and accept from Seller, the following goods (the "Goods"):

Description: Model X-200 Industrial Air Compressors, 50HP, 175 PSI maximum pressure, horizontal tank mount, with standard accessories kit (pressure regulator, safety valve, drain valve). Units are new, factory-sealed, with manufacturer serial numbers.
Quantity: 25 units
Unit Price: 4,800.00 USD
Total Purchase Price: 120,000.00 USD

The Goods shall conform in all material respects to the description set forth above, which constitutes an express warranty by description under UCC §2-313 (express warranties). Seller warrants good title, rightful transfer, and freedom from any undisclosed security interest under UCC §2-312 (warranty of title and against infringement), and represents that the Goods are free from liens and encumbrances. Title passes in accordance with UCC §2-401 (passing of title).

DELIVERY

Delivery Method: Standard Shipping

Delivery Date: Seller shall deliver the Goods on or before May 15, 2026. Time is of the essence with respect to delivery. Manner of delivery is governed by UCC §2-503, and mercantile shipment terms (FOB, CIF, and the like) by UCC §2-319; payment may be made a condition of Buyer's receipt under UCC §2-507. If Seller anticipates a delay, Seller shall promptly notify Buyer in writing.

Seller shall ship the Goods to the address specified by Buyer using a reputable carrier and shall provide tracking information upon shipment. The Goods shall be properly packaged and labeled for shipment.

ACCEPTANCE AND INSPECTION

Buyer may inspect the Goods upon delivery to verify conformity. Buyer shall have 10 business days following delivery to inspect and notify Seller of any non-conformity, defect, or discrepancy ("Inspection Period").

If Buyer fails to notify Seller of a non-conformity within the Inspection Period, the Goods are deemed accepted under UCC §2-606, and Buyer must notify Seller of any breach within a reasonable time after discovery or be barred from remedy (UCC §2-607(3)(a)). Acceptance may be revoked under UCC §2-608 where the non-conformity substantially impairs value and could not reasonably have been discovered. Under the perfect-tender rule (UCC §2-601 (buyer's rights on improper delivery — perfect tender)) and UCC §2-602, if the Goods fail in any respect to conform, Buyer may reject the whole, accept the whole, or accept any commercial unit and reject the rest, by seasonable notice. The Parties acknowledge the remedies in UCC §§2-703 (seller), 2-711 (buyer), 2-715 (incidental and consequential damages), and 2-719 (contractual limitation of remedy, subject to unconscionability).

PAYMENT TERMS

Payment Terms: Net 30 days.

Buyer shall pay the full purchase price of 120,000.00 USD within thirty (30) days of the invoice date. Seller shall invoice upon delivery.

Deposit: Buyer shall pay a deposit of 24,000.00 USD upon execution, with the balance due within thirty (30) days of the invoice date.

Late Payment: Any overdue amount shall accrue interest at 1.5% per month (or the maximum rate permitted by the law of the State of California, whichever is less) until paid in full, and Buyer shall be responsible for reasonable costs of collection, including attorney fees.

WARRANTY

Limited Warranty: Seller warrants the Goods to be free from defects in materials and workmanship under normal use for a period of 24 months from delivery (the "Warranty Period"). Seller's sole obligation is, at its option, to repair, replace, or refund the price of defective Goods. This warranty excludes damage from misuse, neglect, unauthorized modification, improper storage or installation, normal wear, or external causes.

EXCEPT AS EXPRESSLY SET FORTH ABOVE, SELLER DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY (UCC §2-314) AND FITNESS FOR A PARTICULAR PURPOSE (UCC §2-315) TO THE FULLEST EXTENT PERMITTED BY UCC §2-316 (exclusion or modification of warranties; conspicuous disclaimer / "as is"). Where the Goods are a consumer product, this provision is subject to the Magnuson-Moss Warranty Act, 15 U.S.C. §§2301-2312, under which a supplier that gives a written warranty (or a service contract within 90 days) on a consumer product may not disclaim the implied warranties — an "as is" disclaimer is effective only where no written warranty is given and state law allows.

RETURN POLICY

The following return policy applies to the Goods:

Returns accepted within 30 days of delivery for defective units only. Units must be in original packaging with all accessories included.

All returns must be authorized in advance by Seller, who shall issue a Return Merchandise Authorization (RMA) number. Unless otherwise specified, Buyer bears return shipping, and refunds for accepted returns are processed within fifteen (15) business days of Seller's receipt and inspection.

RISK OF LOSS

Risk of loss transfers from Seller to Buyer upon delivery to the carrier (FOB Origin), in accordance with UCC §2-509 (risk of loss in the absence of breach) and UCC §2-510 (effect of breach on risk of loss).

As an FOB Origin (shipment) contract, risk passes to Buyer when Seller delivers the Goods to the carrier; Buyer should arrange transit insurance.

The Party bearing the risk of loss at the time of damage or loss is responsible for filing claims with the carrier and/or insurer.

TITLE TRANSFER

Legal title transfers from Seller to Buyer upon receipt of full payment, in accordance with UCC §2-401 (passing of title). Until title transfers, Seller retains a security interest in the Goods to secure payment. Seller represents under UCC §2-312 (warranty of title and against infringement) that it has good and marketable title, free of liens and encumbrances, and full authority to sell, and shall indemnify Buyer against claims arising from breach of this representation.

10.

FORCE MAJEURE

Neither Party is liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, natural disaster, epidemic or pandemic, fire, flood, severe weather, war, terrorism, civil unrest, government action, sanctions or embargoes, labor disputes, disruption of transportation, supply chains, or utilities, or cyberattack (a "Force Majeure Event"). The affected Party shall give prompt written notice and use commercially reasonable efforts to mitigate and resume performance. If a Force Majeure Event continues for more than ninety (90) consecutive days, either Party may terminate this Agreement on written notice, without liability except for Goods already delivered and accepted.

11.

LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL PURCHASE PRICE PAID OR PAYABLE BY BUYER FOR THE GOODS.

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, OR LOSS OF USE, REGARDLESS OF FORESEEABILITY. These limitations do not apply to (a) willful misconduct or gross negligence; (b) breach of the title / ownership warranty; (c) the indemnification obligations; or (d) any liability that cannot be limited under applicable law.

12.

INDEMNIFICATION

Each Party (the "Indemnifying Party") shall indemnify, defend, and hold harmless the other Party and its officers, directors, employees, and agents from any third-party claims, damages, losses, liabilities, and reasonable attorney fees arising out of (a) the Indemnifying Party's breach of this Agreement; (b) its negligence or willful misconduct; (c) any claim that the Goods infringe a third party's intellectual property (Seller only); or (d) its violation of applicable law.

The Indemnified Party shall promptly notify the Indemnifying Party of any claim, cooperate in the defense, and allow the Indemnifying Party to control the defense and settlement, provided no settlement imposing obligations on the Indemnified Party is made without its consent.

13.

SALES AND USE TAX

Buyer represents that this purchase is exempt from sales tax (e.g., a sale for resale or other exempt use) and shall furnish Seller a valid resale or exemption certificate. Buyer shall indemnify Seller for any tax, interest, or penalty assessed if the claimed exemption is disallowed.

The Parties acknowledge that, following South Dakota v. Wayfair, Inc., 585 U.S. 162 (2018) (state may require a remote seller without physical presence to collect sales/use tax), a state may require a remote seller without physical presence to collect sales/use tax once it exceeds the state's economic-nexus threshold. For the State of California: California requires a remote seller to register and collect once its total combined sales of tangible personal property into California exceed $500,000 in the current or prior calendar year; California has NO transaction-count prong (Cal. Rev. and Tax. Code §6203). (Cal. Rev. and Tax. Code §6203 ($500,000; no transaction prong)). If the price is paid in cash and Seller receives $10,000 or more in this or a series of related transactions, Seller shall file IRS Form 8300 under 26 U.S.C. §6050I (cash received of $10,000 or more must be reported within 15 days).

14.

DISPUTE RESOLUTION

Any dispute that cannot be resolved by good-faith negotiation within thirty (30) days shall be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in the State of California. The award is final and binding and may be entered in any court of competent jurisdiction.

15.

ATTORNEY FEES

In any action or proceeding to enforce or interpret this Agreement, the prevailing Party shall be entitled to recover its reasonable attorney fees, expert-witness fees, and costs from the non-prevailing Party, in addition to any other relief awarded, as determined by the court or arbitrator under the law of the State of California. This provision is reciprocal and applies equally to Seller and Buyer.

16.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of California and the provisions of the Uniform Commercial Code as adopted in that State, without regard to conflict-of-laws principles. Any action arising under this Agreement shall be brought exclusively in the courts located in the State of California, and the Parties consent to personal jurisdiction and venue therein.

17.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, schedules, or addenda, is the entire agreement between the Parties regarding the sale of the Goods and supersedes all prior and contemporaneous agreements, whether oral or written. No amendment or waiver is valid unless in writing and signed by both Parties. If any provision is held invalid or unenforceable, the remaining provisions continue in full force and effect. This Agreement may be executed in counterparts, each of which is an original and all of which together constitute one instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.

SELLER

Global Manufacturing Inc.

Authorized Representative

Date: ____________________

BUYER

Pacific Coast Distributors, LLC

Authorized Representative

Date: ____________________

Available as a print-ready PDF or an editable Microsoft Word (.docx) file.

What Is a Sales Agreement?

A sales agreement is a legally binding contract between a buyer and a seller that documents the terms of a commercial transaction. It covers the goods or services being sold, the purchase price, payment schedule, delivery terms, warranties, and what happens if either party fails to perform. Whether you are selling equipment, inventory, raw materials, or business assets, a written sales agreement protects both parties by putting every obligation on paper.

In the United States, sales of goods are governed by Article 2 of the Uniform Commercial Code (UCC), which has been adopted in some form by all 50 states. The UCC provides default rules for risk of loss, implied warranties, and buyer/seller remedies when the contract does not address them. For transactions involving services or mixed goods-and-services, common law contract principles apply alongside the UCC where goods are the predominant purpose of the deal.

A well-drafted sales agreement reduces disputes by clearly defining what each party is responsible for. It is especially important for transactions worth $500 or more, since the UCC Statute of Frauds requires these deals to be in writing to be enforceable in court.

What's Covered in This Template

Doxuno's sales agreement template covers all essential clauses for a US commercial transaction, from pricing and delivery to warranties and dispute resolution.

Description of Goods/Services

Purchase Price

Payment Terms

Delivery & Shipping

Inspection & Acceptance

Warranties

Limitation of Liability

Title & Risk of Loss

Default & Remedies

Force Majeure

Governing Law & Venue

General Provisions

How to Create Your Sales Agreement

Doxuno's template guides you through every section so you can generate a complete sales agreement in minutes.

1
Enter buyer and seller information
Provide the full legal names, business addresses, and contact details for both the buyer and the seller. Use the official registered entity name for businesses rather than trade or DBA names.
2
Describe the goods or services being sold
List each item or service being sold with a clear description, quantity, unit price, and any applicable specifications. Include model numbers, serial numbers, or SKUs where relevant to avoid ambiguity.
3
Set the price and payment terms
Enter the total purchase price, accepted payment methods, and the payment schedule. Specify whether payment is due in full at closing, on delivery, or in installments. Include any late payment penalties or interest on overdue amounts.
4
Define delivery and inspection terms
Specify the delivery date, shipping method, delivery address, and which party bears the shipping costs. Include an inspection period during which the buyer can examine the goods and report any defects or non-conformance.
5
Add warranties and download your agreement
Select the warranty type, whether express warranties on the goods, an as-is disclaimer, or a limited warranty period. Choose the governing state, review the final document, and download your completed sales agreement as a professional PDF.

Why Doxuno documents are different

Four things that make our templates more thorough than AI-generated drafts and more current than static template libraries.

Accurate

Country-specific legal content

Drafted with legal expertise for each jurisdiction, far more thorough than AI-generated drafts that copy generic clauses across borders.

Always current

Always current with the law

Templates carrying statute references are continuously updated as the law changes. Your document always reflects the current legal framework.

Free PDF

Print-ready PDF

Free to download. Vector text, embedded fonts, statute citations baked in. Print, sign, file. Ready for any signing flow including electronic signature.

Word · .docx

Editable Word (.docx)

Continue editing in Word after download. Add custom clauses, reuse the template for similar agreements, or share with a colleague for collaborative review.

Requires Expert one-time unlock or any paid Doxuno subscription.

Legal Considerations for US Sales Agreements

This template is designed to work across all U.S. states, but several American legal factors are worth understanding before finalizing your agreement.

This template is provided for informational purposes and does not constitute legal advice. For high-value transactions, complex supply chains, or cross-border sales, consult a licensed attorney in your jurisdiction.

Reviewed by legal professionals. The content on this page and the template clauses have been reviewed by licensed attorneys in the United States to ensure accuracy and legal soundness for standard commercial sales transactions.

UCC Statute of Frauds

Under UCC Section 2-201, any contract for the sale of goods priced at $500 or more must be in writing to be enforceable. The written agreement must identify the parties, describe the goods, state the quantity, and be signed by the party against whom enforcement is sought. Using a formal sales agreement satisfies this requirement and protects both buyer and seller.

Implied Warranties Under the UCC

Unless explicitly disclaimed, two implied warranties automatically apply to the sale of goods. The warranty of merchantability means the goods must be fit for their ordinary purpose. The warranty of fitness for a particular purpose applies when the seller knows the buyer's specific intended use and the buyer relies on the seller's expertise. To disclaim these warranties, the agreement must use conspicuous language such as "as-is" or "with all faults."

Risk of Loss Rules

The UCC provides default rules for when risk of loss passes from seller to buyer. If the contract requires the seller to ship the goods via a carrier, risk passes to the buyer when the seller delivers the goods to the carrier (shipment contract) or when the goods arrive at the buyer's location (destination contract). Your sales agreement should clearly state which arrangement applies.

State Consumer Protection Laws

When the buyer is a consumer rather than a business, additional U.S. state consumer protection statutes may apply. These American laws can impose mandatory warranty disclosures, cooling-off periods for door-to-door sales, and limits on as-is disclaimers. If you are selling directly to consumers, review the specific requirements in the governing state.

Frequently Asked Questions

Ready to finalize your sale?

Fill in the details, customize your terms, and get a professionally formatted U.S. sales agreement in minutes. Free for American businesses. No account required for the basic version.

Create Your Sales Agreement Browse All Templates

Free PDF · Editable Word with Expert · No account required